Blue Apron (APRN) 10-Q 29 Apr 20 2020 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information	3 Months Ended
	Mar. 31, 2020shares
Document Information [Line Items]
Document Type	10-Q
Document Period End Date	Mar. 31, 2020
Entity Registrant Name	Blue Apron Holdings, Inc.
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Central Index Key	0001701114
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2020
Document Fiscal Period Focus	Q1
Amendment Flag	false
Class A
Document Information [Line Items]
Entity Common Stock, Shares Outstanding	9,727,283
Class B
Document Information [Line Items]
Entity Common Stock, Shares Outstanding	3,654,248
Class C
Document Information [Line Items]
Entity Common Stock, Shares Outstanding	0

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($) $ in Thousands	Mar. 31, 2020	Dec. 31, 2019
CURRENT ASSETS:
Cash and cash equivalents	$ 29,505	$ 43,531
Accounts receivable, net	209	248
Inventories, net	24,712	25,106
Prepaid expenses and other current assets	13,644	8,864
Total current assets	68,070	77,749
Property and equipment, net	138,314	181,806
Other noncurrent assets	4,868	6,510
TOTAL ASSETS	211,252	266,065
CURRENT LIABILITIES:
Accounts payable	26,539	23,972
Accrued expenses and other current liabilities	25,743	30,366
Deferred revenue	7,814	6,120
Total current liabilities	60,096	60,458
Long-term debt	53,646	53,464
Facility financing obligation	35,976	71,689
Other noncurrent liabilities	10,873	12,455
TOTAL LIABILITIES	160,591	198,066
STOCKHOLDERS’ EQUITY (DEFICIT):
Additional paid-in capital	602,783	599,976
Accumulated deficit	(552,124)	(531,979)
TOTAL STOCKHOLDERS’ EQUITY (DEFICIT)	50,661	67,999
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)	211,252	266,065
Class A
STOCKHOLDERS’ EQUITY (DEFICIT):
Common Stock	1	1
Class B
STOCKHOLDERS’ EQUITY (DEFICIT):
Common Stock	$ 1	$ 1

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parenthetical)	Mar. 31, 2020$ / sharesshares	Dec. 31, 2019$ / sharesshares
Class A
Common stock, par value | $ / shares	$ 0.0001	$ 0.0001
Common stock, authorized (in shares)	1,500,000,000	1,500,000,000
Common stock, issued (in shares)	9,727,283	7,799,093
Common stock, outstanding (in shares)	9,727,283	7,799,093
Class B
Common stock, par value | $ / shares	$ 0.0001	$ 0.0001
Common stock, authorized (in shares)	175,000,000	175,000,000
Common stock, issued (in shares)	3,654,248	5,464,196
Common stock, outstanding (in shares)	3,654,248	5,464,196
Class C
Common stock, par value | $ / shares	$ 0.0001	$ 0.0001
Common stock, authorized (in shares)	500,000,000	500,000,000
Common stock, issued (in shares)	0	0
Common stock, outstanding (in shares)	0	0

Consolidated Statements of Oper

Consolidated Statements of Operations $ in Thousands		3 Months Ended
		Mar. 31, 2020USD ($)$ / sharesshares	Mar. 31, 2019USD ($)$ / sharesshares
Consolidated Statements of Operations
Net revenue		$ 101,857	$ 141,890
Operating expenses:
Cost of goods sold, excluding depreciation and amortization		60,638	82,704
Marketing		15,032	14,234
Product, technology, general, and administrative		34,217	39,148
Depreciation and amortization		6,753	8,604
Other operating expenses		3,198	230
Total operating expenses		119,838	144,920
Income (loss) from operations		(17,981)	(3,030)
Interest income (expense), net		(2,155)	(2,232)
Income (loss) before income taxes		(20,136)	(5,262)
Benefit (provision) for income taxes		(9)	(13)
Net income (loss)		$ (20,145)	$ (5,275)
Net income (loss) per share attributable to Class A, Class B and Class C common stockholders:
Basic (in dollars per share) | $ / shares	[1]	$ (1.51)	$ (0.41)
Diluted (in dollars per share) | $ / shares	[1]	$ (1.51)	$ (0.41)
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) | shares	[1]	13,305,805	12,979,900
Diluted (in shares) | shares	[1]	13,305,805	12,979,900
[1]	Reflects the 1-for-15 reverse stock split that became effective on June 14, 2019.

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							$ 340			$ 340
Beginning balance at Dec. 31, 2018		$ 1	[1]	$ 1	[1]	$ 590,538	(471,238)			119,302
Beginning balance (in shares) at Dec. 31, 2018	[1]	5,240,073		7,714,036
Conversion from Class B to Class A common stock	[1]	$ 0		$ 0
Conversion from Class B to Class A common stock (in shares)	[1]	1,104,091		(1,104,091)
Issuance of common stock upon exercise of stock options and vesting of restricted stock		$ 0	[1]	$ 0	[1]	103				103
Issuance of common stock upon exercise of stock options and vesting of restricted stock (in shares)	[1]	23,911		27,444
Share-based compensation						2,974				2,974
Net income (loss)							(5,275)	$ (2,313)	$ (2,962)	(5,275)
Ending balance at Mar. 31, 2019		$ 1	[1]	$ 1	[1]	593,615	(476,173)			117,444
Ending balance (in shares) at Mar. 31, 2019	[1]	6,368,075		6,637,389
Beginning balance at Dec. 31, 2019		$ 1	[1]	$ 1	[1]	599,976	(531,979)			67,999
Beginning balance (in shares) at Dec. 31, 2019	[1]	7,799,093		5,464,196
Conversion from Class B to Class A common stock	[1]	$ 0		$ 0
Conversion from Class B to Class A common stock (in shares)	[1]	1,835,947		(1,835,947)
Issuance of common stock upon exercise of stock options and vesting of restricted stock		$ 0	[1]	$ 0	[1]	486				486
Issuance of common stock upon exercise of stock options and vesting of restricted stock (in shares)	[1]	92,243		25,999
Share-based compensation						2,321				2,321
Net income (loss)							(20,145)	$ (13,363)	$ (6,782)	(20,145)
Ending balance at Mar. 31, 2020		$ 1	[1]	$ 1	[1]	$ 602,783	$ (552,124)			$ 50,661
Ending balance (in shares) at Mar. 31, 2020	[1]	9,727,283		3,654,248
[1]	Reflects the 1-for-15 reverse stock split that became effective on June 14, 2019.

Consolidated Statements of Cash

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)	$ (20,145)	$ (5,275)
Adjustments to reconcile net income (loss) to net cash from (used in) operating activities:
Depreciation and amortization of property and equipment	6,753	8,604
Loss (gain) on disposal of property and equipment		110
Loss (gain) on build-to-suit accounting derecognition	(4,936)
Loss on impairment	7,448
Changes in reserves and allowances	(425)	(671)
Share-based compensation	2,240	2,835
Non-cash interest expense	182	125
Changes in operating assets and liabilities:
Accounts receivable	39	153
Inventories	767	1,216
Prepaid expenses and other current assets	(2,992)	3,341
Accounts payable	2,533	279
Accrued expenses and other current liabilities	(5,964)	(1,319)
Deferred revenue	1,694	(1,727)
Other noncurrent assets and liabilities	202	(2,533)
Net cash from (used in) operating activities	(12,604)	5,138
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment	(1,611)	(1,734)
Proceeds from sale of property and equipment	59	67
Net cash from (used in) investing activities	(1,552)	(1,667)
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments of debt issuance costs		(7)
Proceeds from exercise of stock options	486	102
Principal payments on capital lease obligations, pre adoption	(77)	(66)
Net cash from (used in) financing activities	409	29
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS AND RESTRICTED CASH	(13,747)	3,500
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH - Beginning of period	46,443	97,307
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH - End of period	32,696	100,807
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid for interest	2,088	2,174
SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING AND FINANCING INFORMATION:
Acquisition (disposal) of property and equipment financed under capital lease	(22)
Non-cash additions to property and equipment	81	138
Purchases of property and equipment in Accounts payable and Accrued expenses and other current liabilities	$ 354	$ 250

Organization and Description of

Organization and Description of Business	3 Months Ended
	Mar. 31, 2020
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, seasonally inspired 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, pantry items, and add-on products for different culinary occasions through Blue Apron Market, an e-commerce market launched in November 2014.

Summary of Significant Accounti

Summary of Significant Accounting Policies	3 Months Ended
	Mar. 31, 2020
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, 2020 and December 31, 2019, results of operations for the three months ended March 31, 2020 and 2019, and cash flows for the three months ended March 31, 2020 and 2019 . 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, 2019 included in the Company’s Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 18, 2020 (the “Annual Report”). There have been no material changes in the Company's significant accounting policies from those that were disclosed in Note 2, Summary of Significant Accounting Policies, included in the Annual Report. 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”). Liquidity and Going Concern Evaluation As of March 31, 2020, the Company had Cash and cash equivalents of $29.5 million and Long-term debt of $53.6 million, net of unamortized debt issuance costs. Long-term debt includes a fully-drawn revolving credit facility, entered into by the Company in August 2016 under a revolving credit and guaranty agreement (the “revolving credit facility”) that was subsequently amended, most recently, in October 2019. As of March 31, 2020, the Company had $54.7 million in outstanding borrowings and $0.3 million in issued letters of credit under the revolving credit facility. The remaining borrowing capacity on the revolving credit facility is $0.0 million. The revolving credit facility contains certain restrictive covenants, financial covenants, and affirmative and financial reporting covenants restricting the Company and the Company’s subsidiaries’ activities. Financial covenants include a requirement to maintain a minimum aggregate liquidity balance of $20.0 million as of each quarter end and $10.0 million at any liquidity test date other than at quarter end, 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. Non-compliance with the covenants would result in an event of default upon which the lenders could declare all outstanding principal and interest to be due and payable immediately, terminate their commitments to loan money and foreclose against the assets securing the borrowings. As of March 31, 2020 and December 31, 2019, the Company was in compliance with all of the covenants under the revolving credit facility. See Note 9 for further discussion on the revolving credit facility. The Company has experienced significant net losses since inception including $20.1 million and $5.3 million for the three months ended March 31, 2020 and 2019, respectively, and operating cash flows of $(12.6) million and $5.1 million for the three months ended March 31, 2020 and 2019, respectively. The Company has also made investments in capital expenditures to support its business including $1.6 million and $1.7 million for the three months ended March 31, 2020 and 2019, respectively. While trends in net loss and operating cash flows have improved over time since inception, and the Company has reduced spending on capital expenditures, it has continued to experience reductions in its Cash and cash equivalents, including a reduction to $29.5 million at March 31, 2020 from $43.5 million at December 31, 2019. In addition, the Company has continued to see significant negative trends in its Net revenue including year-over-year declines of 28% and 28% for the three months ended March 31, 2020 and 2019, respectively. The Company is currently pursuing a strategy to drive customer and revenue growth, and its Board of Directors is evaluating a range of strategic alternatives to maximize shareholder value, which together with cost optimization initiatives, is being undertaken to provide additional liquidity to support the execution of its growth strategy and continued investments in its business. The Company’s ability, including the timing and extent, to successfully execute its growth strategy is inherently uncertain and is dependent on its ability to raise capital, and to implement the initiatives and deliver the results as forecasted, among other factors. Due to this uncertainty, if the Company is unable to sufficiently deliver results from its strategy and/or effectively manage expenses and cash flows, the Company may not be able to maintain compliance with its financial covenants in future periods resulting in an event of default under its revolving credit facility. Given the Company’s liquidity position, upon an event of default, if the Company were unable to obtain a waiver or successfully renegotiate the terms of its revolving credit facility with its lenders, and the lenders enforced one or more of their rights upon default, the Company would be unable to meet its current obligations. However, if the Company is unable to sufficiently implement its growth strategy, it believes it has plans to effectively manage expenses and cash flows in order to maintain compliance with its debt covenants. This includes significant expense reductions in areas identified by the Company in product, technology, general and administrative costs, marketing expenses, and capital expenditures. A significant portion of the Company’s costs is discretionary in nature and, if needed, the Company has the ability to reduce or delay spending in order to reduce expenses and cash outflows. While reductions in spending, particularly marketing and capital expenditures, will negatively impact net revenue and the Company’s ability to execute its growth strategy, the Company plans to execute such reductions to the extent needed to comply with debt covenants and to achieve savings to reinvest in the business. For example, in February 2020, the Company announced the planned closure of its Arlington, Texas fulfillment center and the consolidation of production volume from its Arlington, Texas fulfillment center into its Linden, New Jersey and Richmond, California fulfillment centers, which is expected to generate annual savings beginning in the second quarter of 2020 of approximately $8.0 million. The Company has also previously demonstrated an ability to implement various cost reduction initiatives. For example, in January 2019, the Company implemented a downsizing and transfer of a substantial portion of the production volume from its Arlington, Texas fulfillment center to its Linden, New Jersey fulfillment center to further optimize fulfillment center efficiencies. In November 2018 and October 2017, the Company implemented workforce reductions to generate savings in Product, technology, general, and administrative expenses and Cost of goods sold, excluding depreciation and amortization. As a result of these actions, along with other cost optimization initiatives, the Company’s Product, technology, general, and administrative expenses reduced by approximately 13% or $4.9 million and 21% or $10.3 million, respectively, for the three months ended March 31, 2020 and 2019. In addition, while the Company reaccelerated its marketing efforts in the three months ended March 31, 2020, it has significantly reduced its Marketing expense over the past 12 months. While Marketing expense decreased 47% over the past 12 months, Net revenue decreased by 32% for the same period. The Company also reduced its year-over-year spending on capital expenditures over the past 12 months by 56% or $6.6 million. Based on the current facts and circumstances, the Company’s financial planning process and its historical ability to implement cost reductions, the Company believes it is probable it can effectively manage expenses and cash flows in order to maintain compliance with the financial covenants under its revolving credit facility for at least the next 12 months. As a result, the Company has concluded, that after consideration of management’s plans, it has sufficient liquidity to meet its obligations within one year after the issuance date of the Consolidated Financial Statements, and it does not have substantial doubt about its ability to continue as a going concern. Use of Estimates In preparing its Consolidated Financial Statements in accordance with GAAP, the Company is required to make estimates and assumptions that affect the amounts of assets, liabilities, revenue, costs, and expenses, and disclosure of contingent assets and liabilities which are reported in the Consolidated Financial Statements and accompanying disclosures. The accounting estimates that require the most difficult and subjective judgments include revenue recognition, inventory valuation, leases, recoverability of long-lived assets, and the recognition and measurement of contingencies. The Company evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors and adjusts those estimates and assumptions when facts and circumstances dictate. Actual results could materially differ from the Company’s estimates and assumptions. Emerging Growth Company Status The Company is an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act (the “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 its initial public offering (the “IPO”) on July 5, 2017, 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. Smaller Reporting Company Status The Company is a “smaller reporting company,” as defined by Rule 12b-2 of the Securities Exchange Act of 1934, and therefore qualifies for the SEC's reduced disclosure requirements for smaller reporting companies. 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 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. In November 2019, the FASB issued ASU No. 2019-10, Financial Instruments – Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates , to defer the effective date of ASU No. 2016-02 for certain entities. For the Company, the new standard is effective for annual periods beginning January 1, 2021. Upon adoption of this standard, the Company expects to recognize, on a discounted basis, its minimum commitments under non-cancelable operating leases on the Consolidated Balance Sheets resulting in the recording of right-of-use assets and lease obligations. The Company is currently evaluating any additional impacts this guidance will have on its 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 January 1, 2021. The Company is evaluating the impact this new guidance may have on its Consolidated Financial Statements. In December 2019, the FASB issued Accounting Standards Update No. 2019-12 (“ASU 2019-12 ”), Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes . The standard is intended to simplify the accounting for income taxes by removing certain exceptions to the general principles in Topic 740, as well as improve consistent application of and simplify GAAP for other areas of Topic 740 by clarifying and amending existing guidance. For the Company, the amendments in ASU 2019-12 are effective for annual periods beginning January 1, 2022. The Company is evaluating the impact this new guidance may have on its Consolidated Financial Statements. Recently Adopted Accounting Pronouncements In March 2020, the FASB issued Accounting Standards Update No. 2020-04 (“ASU 2020-04”), Reference Rate Reform (“ASC 848”): Facilitation of the Effects of Reference Rate Reform on Financial Reporting . The standard is intended to provide optional expedients and exceptions for applying GAAP to contract modifications and hedging relationships, subject to meeting certain criteria, that reference LIBOR or another rate that is expected to be discontinued. The guidance was effective upon issuance, and may be applied prospectively through December 31, 2022. The application of the guidance is not expected to have a material impact on the Company’s Consolidated Financial Statements. .

Inventories, Net

Inventories, Net	3 Months Ended
	Mar. 31, 2020
Inventories, Net
Inventories, Net	3. Inventories, Net Inventories, net consist of the following: March 31, December 31, 2020 2019 (In thousands) Fulfillment $ 3,611 $ 2,741 Product 21,101 22,365 Inventories, net $ 24,712 $ 25,106 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, 2020
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, 2020 2019 (In thousands) Prepaid insurance $ 8,492 $ 5,755 Other current assets 5,152 3,109 Prepaid expenses and other current assets $ 13,644 $ 8,864

Restricted Cash

Restricted Cash	3 Months Ended
	Mar. 31, 2020
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents [Abstract]
Restricted Cash	5. Restricted Cash Restricted cash reflects pledged cash deposited into savings accounts that is used as security primarily for fulfillment centers and office space leases, as well as cash held in escrow related to a pending legal judgment. The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the Consolidated Balance Sheets that sum to the total of the same amounts reported in the Consolidated Statements of Cash Flows. March 31, December 31, 2020 2019 (in thousands) Cash and cash equivalents $ 29,505 $ 43,531 Restricted cash included in Prepaid expenses and other current assets 1,842 — Restricted cash included in Other noncurrent assets 1,349 2,912 Total cash, cash equivalents and restricted cash $ 32,696 $ 46,443 March 31, December 31, 2019 2018 (in thousands) Cash and cash equivalents $ 99,114 $ 95,615 Restricted cash included in Prepaid expenses and other current assets — — Restricted cash included in Other noncurrent assets 1,693 1,692 Total cash, cash equivalents and restricted cash $ 100,807 $ 97,307

Property and Equipment, Net

Property and Equipment, Net	3 Months Ended
	Mar. 31, 2020
Property and Equipment, Net
Property and Equipment, Net	6. Property and Equipment, Net Property and equipment, net consists of the following: March 31, December 31, 2020 2019 (In thousands) Computer equipment $ 11,453 $ 11,453 Capitalized software 19,072 18,516 Fulfillment equipment 49,600 54,059 Furniture and fixtures 3,513 3,725 Leasehold improvements 32,254 41,735 Buildings (1) 114,877 148,507 Construction in process 2,034 1,803 Property and equipment, gross 232,803 279,798 Less: accumulated depreciation and amortization (94,489) (97,992) Property and equipment, net $ 138,314 $ 181,806 (1) Buildings includes build-to-suit lease arrangements where the Company is considered the owner for accounting purposes including $31.3 million as of March 31, 2020 related to Linden, New Jersey and $62.1 million as of December 31, 2019 related to Linden, New Jersey and Fairfield, California. Buildings also includes costs incurred directly by the Company relating to these arrangements of $80.8 million and $82.3 million as of March 31, 2020 and December 31, 2019, respectively. Capitalized interest for construction projects related to build-to-suit lease arrangements was $2.8 million and $4.2 million as of March 31, 2020 and December 31, 2019, respectively. Fairfield Lease Termination 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, pursued potential alternatives for the leased Fairfield property. On March 30, 2020, the Company terminated the lease for its Fairfield facility (the “Fairfield lease termination”). In connection with the Fairfield lease termination, the Company agreed to pay a termination fee in the amount of $1.5 million in the second quarter of 2020, which released the Company from all future minimum lease payments related to this facility in the amount of $32.9 million, which otherwise would have expired in 2028. For accounting purposes, the Company was deemed to be the owner of this arrangement and followed build-to-suit accounting. Therefore, the Company capitalized the fair value of the building and direct construction costs incurred and recorded a corresponding facility financing obligation. Prior to the lease termination, the net carrying value of the build-to-suit assets totaled $31.1 million, the facility financing obligation totaled $35.7 million and the Company had deferred rent of $1.8 million. Accordingly, as of the termination date, the Company derecognized the net carrying value of the build-to-suit assets and liabilities and the deferred rent balance. As a result, the Company recorded a non-cash gain of $4.9 million, net of the lease termination fee, in Other operating expense for the three months ended March 31, 2020. Impairment Charges on Long-Lived Assets In February 2020, the Company announced the planned closure of its fulfillment center in Arlington, Texas and the consolidation of production volume from the Arlington, Texas fulfillment center to the Company’s fulfillment centers in Linden, New Jersey and Richmond, California in order to more efficiently continue to service its national footprint while also enabling the Company to redirect its financial resources into other parts of the business, including growth initiatives. The Company concluded that this change in operations represents a triggering event with respect to its long-lived assets at the Arlington facility and therefore performed an impairment test in accordance with ASC 360, Property, Plant, and Equipment . The carrying amount of the Company’s long-lived assets at the Arlington facility was $11.5 million and the fair value was $4.1 million as of the impairment date, resulting in an impairment of $7.4 million, primarily consisting of leasehold improvements and equipment, recorded in Other operating expense for the three months ended March 31, 2020. The fair value was primarily determined based on estimated market prices of the assets and represented a Level 3 valuation in the fair value hierarchy . Upon completion of the transition to the Linden and Richmond fulfillment centers, the Company expects its leasehold improvements to remain at its Arlington facility and its equipment to be primarily sold or relocated to the Company’s other fulfillment centers in the second half of 2020. In addition, the Company has future non-cancelable minimum lease payments of approximately $2.2 million through 2024 relating to its Arlington facility. The Company is pursuing a sublease for the facility, which is not expected to have a material impact on the Company’s Consolidated Financial Statements.

Accrued Expenses and Other Curr

Accrued Expenses and Other Current Liabilities	3 Months Ended
	Mar. 31, 2020
Accrued Expenses and Other Current Liabilities
Accrued Expenses and Other Current Liabilities	7. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consist of the following: March 31, December 31, 2020 2019 (In thousands) Accrued compensation $ 9,775 $ 11,967 Accrued credits and refunds reserve 1,156 1,208 Accrued marketing expenses 2,320 5,268 Accrued shipping expenses 2,041 2,034 Other current liabilities 10,451 9,889 Accrued expenses and other current liabilities $ 25,743 $ 30,366

Deferred Revenue

Deferred Revenue	3 Months Ended
	Mar. 31, 2020
Deferred Revenue
Deferred Revenue	8. Deferred Revenue Deferred revenue consists of the following: March 31, December 31, 2020 2019 (In thousands) Cash received prior to fulfillment $ 5,731 $ 3,205 Gift cards, prepaid orders, and other 2,083 2,915 Deferred revenue $ 7,814 $ 6,120 Under ASC 606, 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 $7.8 million and $6.1 million as of March 31, 2020 and December 31, 2019, respectively. During the three months ended March 31, 2020, the Company recognized $4.7 million to Net revenue from the Deferred revenue at December 31, 2019.

Debt

Debt	3 Months Ended
	Mar. 31, 2020
Debt
Debt	9. 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. The borrower under the revolving credit facility is the Company’s wholly-owned subsidiary, Blue Apron, LLC. In May 2017 and June 2017, the Company executed amendments to the agreement that each increased the total commitments 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 (the “2018 credit facility refinancing”) to, among other things, reduce the aggregate lender commitments to $85.0 million and extend the maturity date of the facility to February 2021. In connection with the 2018 credit facility refinancing, the Company repaid $41.4 million of indebtedness. In October 2019, the Company further amended and refinanced the revolving credit facility (the “2019 credit facility refinancing”) to, among other things, further reduce the aggregate lender commitments to $55.0 million and extend the maturity date of the facility to August 2021. In connection with the 2019 credit facility refinancing, the Company repaid $28.9 million of indebtedness. As of March 31, 2020 and December 31, 2019, the Company had $54.7 million in outstanding borrowings under the revolving credit facility, and $0.3 million in issued letters of credit under the revolving credit facility. The remaining amount available to borrow as of March 31, 2020 and December 31, 2019 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 2019 credit facility refinancing and 2018 credit facility refinancing, the Company incurred and capitalized $0.8 million and $0.9 million, respectively, in deferred financing costs in long-term debt, are being amortized over the remaining term. As of March 31, 2020 and December 31, 2019, the total unamortized deferred financing costs was $1.0 million and $1.2 million, respectively. As of March 31, 2020 and December 31, 2019, outstanding borrowings of debt consisted of the following: March 31, December 31, Maturity Date 2020 2019 (In thousands) Revolving credit facility August 2021 $ 54,678 $ 54,678 Weighted average interest rate 6.22 % 6.22 % Subsequent to the 2019 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 of 3.25% or (2) an adjusted LIBOR rate (the “eurodollar rate”) plus a margin of 4.25%. Prior to the 2019 credit facility refinancing, base rate loans bear interest at a rate equal to the base rate plus a margin of 3.00% and eurodollar rate loans bear interest at a rate equal to the eurodollar rate plus a margin of 4.00%. As of March 31, 2020 and December 31, 2019, the Company had outstanding borrowings of $54.7 million utilizing the eurodollar rate and $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 obligations under the revolving credit facility are guaranteed by 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, financial covenants, and affirmative and financial reporting covenants restricting the Company and the Company’s subsidiaries’ activities. Restrictive covenants include 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, 2020 and December 31, 2019, financial covenants included a requirement to maintain a minimum aggregate liquidity balance of $20.0 million as of each quarter end and $10.0 million at any liquidity test date other than at quarter end and, in the event the Company had 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. Non-compliance with the covenants under the revolving credit facility would result in an event of default upon which the lenders could declare all outstanding principal and interest to be due and payable immediately, terminate their commitments to loan money and foreclose against the assets securing the borrowings. As of March 31, 2020 and December 31, 2019, the Company was in compliance with all of the covenants under the revolving credit facility. Facility Financing Obligation As of March 31, 2020, the Company had a facility financing obligation of $36.0 million related to the leased facility in Linden under the build-to-suit accounting guidance. As of December 31, 2019, 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. See Note 6 for further discussion of the Fairfield lease termination.

Commitments and Contingencies

Commitments and Contingencies	3 Months Ended
	Mar. 31, 2020
Commitments and Contingencies
Commitments and Contingencies	10. 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. As of March 31, 2020, the Company has an accrual of $2.1 million for an estimated legal settlement for which the Company concluded the loss is probable and reasonably estimable. 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 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. On April 22, 2020, the Court entered an order (i) denying the motion to dismiss insofar as Plaintiffs’ allegations pertained to certain of the disclosures in the registration statement and prospectus claimed by plaintiff, and (ii) narrowing the factual issues in the case. The Company is also subject to two putative class action lawsuits filed in New York Supreme Court alleging federal securities law violations in connection with the IPO, which are substantially similar to the above-referenced federal court action. The parties entered into stipulations staying the state court actions pending resolution of the motion to dismiss filed in the federal court action. Pursuant to the stipulations, the parties have 30 days from the date of the order on the motion to dismiss in the federal action to confer concerning a schedule. The Company is unable to provide any assurances as to the ultimate outcome of any of these lawsuits or that an adverse resolution of any of these lawsuits would not have a material adverse effect on the Company’s consolidated financial position or results of operations. In December 2017, the Company and its directors were named as defendants in a shareholder derivative action filed in the Delaware Court of Chancery. The plaintiff sought 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 (the “federal forum provision”). On December 19, 2018, the Court of Chancery entered summary judgment in favor of the plaintiff and on July 8, 2019, the court entered an award of attorneys’ fees and expenses to plaintiff. The Company appealed both the summary judgment order and the fee award to the Supreme Court of the State of Delaware and a hearing was held on January 8. 2020. On March 18, 2020, the Supreme Court reversed the Court of Chancery’s judgment in all respects, thereby validating the federal forum provision and reversing the fee award. On April 24, 2020, final judgment was entered and the escrowed fee award was returned to the Company. The Company is subject 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. 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. A mediation was held on November 20, 2019, at which time the cases were not resolved. On December 16, 2019, Plaintiff filed a motion for class certification in federal court. On December 18, 2019, the parties entered into a Memorandum of Understanding which, if finalized and approved by the court, will resolve both actions in their entirety. The parties finalized a settlement agreement on March 2, 2020 and the court has vacated all other deadlines in the class-action case, including the due date for the Company’s opposition to the motion for class certification. In light of a reduced court schedule as a result of the COVID-19 pandemic, the court cancelled the hearing on the motion for preliminary approval of the final settlement agreement which had been scheduled for April 16, 2020, and notified the parties that it will issue a determination on the motion without a hearing. If the court does not approve the settlement agreement, the cases will continue. If the settlement agreement is not finalized or approved by the court, 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 alleged 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 was removed to the U.S. District Court for the Southern District of Iowa, alleged 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 settled both matters on January 31, 2020 and on February 4, 2020, both the Iowa lawsuit and the arbitration were dismissed with prejudice. 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, except as noted above, due to the early stages of certain of the litigations, 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. 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, 2020
Share-based Compensation
Share-based Compensation	11. Share-based Compensation The Company recognized share-based compensation for share-based awards of $2.2 million and $2.8 million during the three months ended March 31, 2020 and 2019, respectively. Share-based compensation was recognized in Cost of goods sold, excluding depreciation and amortization, and Product, technology, general, and administrative expenses as follows: March 31, 2020 2019 (In thousands) Cost of goods sold, excluding depreciation and amortization $ 30 $ 152 Product, technology, general, and administrative 2,210 2,683 Total share-based compensation $ 2,240 $ 2,835

Earnings per Share

Earnings per Share	3 Months Ended
	Mar. 31, 2020
Earnings per Share
Earnings per Share	12. Earnings per Share Basic net income (loss) per share attributable to common stockholders is computed by dividing the net income (loss) attributable to common stockholders by the weighted average number of common shares outstanding for the period. Diluted net income (loss) per share attributable to common stockholders is computed by dividing the diluted net income (loss) attributable to common stockholders by the weighted average number of common shares, including potential dilutive common shares assuming the dilutive effect of outstanding common stock options, restricted shares, restricted stock units, 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, 2020 and 2019, the Company did not have any outstanding shares of Class C common stock. On June 13, 2019, the Board of Directors of the Company approved the Reverse Stock Split of the Company’s Class A Common Stock and Class B Common Stock at a ratio of 1-for-15 shares, which Reverse Stock Split became effective on June 14, 2019. Accordingly, all common share, equity award, and per share amounts have been adjusted to reflect the Reverse Stock Split for all prior periods presented. Three Months Ended March 31, 2020 2019 Class A Class B Class C Class A Class B Class C (In thousands, except share and per-share data) Numerator: Net income (loss) $ (13,363) $ (6,782) $ — $ (2,313) $ (2,962) $ — Undistributed earnings reallocated to convertible preferred stock — — — — — — Net income (loss) attributable to common stockholders $ (13,363) $ (6,782) $ — $ (2,313) $ (2,962) $ — Denominator: Weighted-average shares used to compute net income (loss) per share attributable to common stockholders—basic 8,826,116 4,479,689 — 5,691,984 7,287,916 — Effect of dilutive securities — — — — — — Weighted-average shares used to compute net income (loss) per share attributable to common stockholders—diluted 8,826,116 4,479,689 — 5,691,984 7,287,916 — Net income (loss) per share attributable to common stockholders—basic (1) $ (1.51) $ (1.51) $ — $ (0.41) $ (0.41) $ — Net income (loss) per share attributable to common stockholders—diluted (1) $ (1.51) $ (1.51) $ — $ (0.41) $ (0.41) $ — (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, 2020 2019 Class A Class B Class C Class A Class B Class C Stock options 22,529 184,350 — 100,902 349,036 — Restricted shares — — — — 831 — Restricted stock units 1,682,990 — — 708,210 — — Total anti-dilutive securities 1,705,519 184,350 — 809,112 349,867 —

Fair Value of Financial Instrum

Fair Value of Financial Instruments	3 Months Ended
	Mar. 31, 2020
Fair Value Measurements
Fair Value of Financial Instruments	13. 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, 2020 and December 31, 2019 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, 2020 Level 1 Level 2 Level 3 Total (In thousands) Financial Assets: Money market accounts $ 20,157 $ — $ — $ 20,157 Total financial assets $ 20,157 $ — $ — $ 20,157 December 31, 2019 Level 1 Level 2 Level 3 Total (In thousands) Financial Assets: Money market accounts $ 36,846 $ — $ — $ 36,846 Total financial assets $ 36,846 $ — $ — $ 36,846 As of March 31, 2020 and December 31, 2019, the Company has $20.2 million and $36.8 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, 2020 and 2019 , the Company did not have realized gains or losses related to its financial assets. As of March 31, 2020 and December 31, 2019, 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, 2020
Restructuring Costs
Restructuring Costs	14. Restructuring Costs In February 2020, the Company announced the planned closure of its fulfillment center in Arlington, Texas and the consolidation of production volume from the Arlington, Texas fulfillment center to the Company’s fulfillment centers in Linden, New Jersey and Richmond, California in order to more efficiently continue to service the Company’s national footprint while also enabling the Company to redirect financial resources into other parts of the business, including growth initiatives. As a result of the action, the Company expects to incur approximately $1.3 million in total restructuring costs in the first half of 2020, consisting of employee-related costs and other exit costs, all of which are expected to result in cash expenditures in the second quarter of 2020. During the three months ended March 31, 2020, the Company recorded $0.6 million of employee-related expenses, primarily consisting of severance payments, and $0.1 million of other exit costs in Other operating expense. In addition, during the three months ended March 31, 2020, the Company recorded a non-cash impairment charge of $7.4 million, primarily consisting of leasehold improvements and equipment. See Note 6 for further discussion of the impairment charge. The following table summarizes the activity for the restructuring charges discussed above and the related liabilities recorded in Accounts payable and Accrued expenses and other current liabilities: Employee-Related Costs Other Exit Costs Total (In thousands) Balance — December 31, 2019 $ — $ — $ — Charges 600 104 704 Cash payments — (33) (33) Balance — March 31, 2020 $ 600 $ 71 $ 671 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. As a result of the action the Company recorded approximately $0.6 million in total restructuring costs, including $0.2 million of employee-related expenses, substantially all of which resulted in cash expenditures in Other operating expense, and $0.4 million of accelerated depreciation in Depreciation and amortization, all of which were recorded during the first half of 2019.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	3 Months Ended
	Mar. 31, 2020
Summary of Significant Accounting Policies
Basis of Presentation and Principles of Consolidation	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, 2020 and December 31, 2019, results of operations for the three months ended March 31, 2020 and 2019, and cash flows for the three months ended March 31, 2020 and 2019 . 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, 2019 included in the Company’s Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 18, 2020 (the “Annual Report”). There have been no material changes in the Company's significant accounting policies from those that were disclosed in Note 2, Summary of Significant Accounting Policies, included in the Annual Report. 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”).
Liquidity and Going Concern	Liquidity and Going Concern Evaluation As of March 31, 2020, the Company had Cash and cash equivalents of $29.5 million and Long-term debt of $53.6 million, net of unamortized debt issuance costs. Long-term debt includes a fully-drawn revolving credit facility, entered into by the Company in August 2016 under a revolving credit and guaranty agreement (the “revolving credit facility”) that was subsequently amended, most recently, in October 2019. As of March 31, 2020, the Company had $54.7 million in outstanding borrowings and $0.3 million in issued letters of credit under the revolving credit facility. The remaining borrowing capacity on the revolving credit facility is $0.0 million. The revolving credit facility contains certain restrictive covenants, financial covenants, and affirmative and financial reporting covenants restricting the Company and the Company’s subsidiaries’ activities. Financial covenants include a requirement to maintain a minimum aggregate liquidity balance of $20.0 million as of each quarter end and $10.0 million at any liquidity test date other than at quarter end, 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. Non-compliance with the covenants would result in an event of default upon which the lenders could declare all outstanding principal and interest to be due and payable immediately, terminate their commitments to loan money and foreclose against the assets securing the borrowings. As of March 31, 2020 and December 31, 2019, the Company was in compliance with all of the covenants under the revolving credit facility. See Note 9 for further discussion on the revolving credit facility. The Company has experienced significant net losses since inception including $20.1 million and $5.3 million for the three months ended March 31, 2020 and 2019, respectively, and operating cash flows of $(12.6) million and $5.1 million for the three months ended March 31, 2020 and 2019, respectively. The Company has also made investments in capital expenditures to support its business including $1.6 million and $1.7 million for the three months ended March 31, 2020 and 2019, respectively. While trends in net loss and operating cash flows have improved over time since inception, and the Company has reduced spending on capital expenditures, it has continued to experience reductions in its Cash and cash equivalents, including a reduction to $29.5 million at March 31, 2020 from $43.5 million at December 31, 2019. In addition, the Company has continued to see significant negative trends in its Net revenue including year-over-year declines of 28% and 28% for the three months ended March 31, 2020 and 2019, respectively. The Company is currently pursuing a strategy to drive customer and revenue growth, and its Board of Directors is evaluating a range of strategic alternatives to maximize shareholder value, which together with cost optimization initiatives, is being undertaken to provide additional liquidity to support the execution of its growth strategy and continued investments in its business. The Company’s ability, including the timing and extent, to successfully execute its growth strategy is inherently uncertain and is dependent on its ability to raise capital, and to implement the initiatives and deliver the results as forecasted, among other factors. Due to this uncertainty, if the Company is unable to sufficiently deliver results from its strategy and/or effectively manage expenses and cash flows, the Company may not be able to maintain compliance with its financial covenants in future periods resulting in an event of default under its revolving credit facility. Given the Company’s liquidity position, upon an event of default, if the Company were unable to obtain a waiver or successfully renegotiate the terms of its revolving credit facility with its lenders, and the lenders enforced one or more of their rights upon default, the Company would be unable to meet its current obligations. However, if the Company is unable to sufficiently implement its growth strategy, it believes it has plans to effectively manage expenses and cash flows in order to maintain compliance with its debt covenants. This includes significant expense reductions in areas identified by the Company in product, technology, general and administrative costs, marketing expenses, and capital expenditures. A significant portion of the Company’s costs is discretionary in nature and, if needed, the Company has the ability to reduce or delay spending in order to reduce expenses and cash outflows. While reductions in spending, particularly marketing and capital expenditures, will negatively impact net revenue and the Company’s ability to execute its growth strategy, the Company plans to execute such reductions to the extent needed to comply with debt covenants and to achieve savings to reinvest in the business. For example, in February 2020, the Company announced the planned closure of its Arlington, Texas fulfillment center and the consolidation of production volume from its Arlington, Texas fulfillment center into its Linden, New Jersey and Richmond, California fulfillment centers, which is expected to generate annual savings beginning in the second quarter of 2020 of approximately $8.0 million. The Company has also previously demonstrated an ability to implement various cost reduction initiatives. For example, in January 2019, the Company implemented a downsizing and transfer of a substantial portion of the production volume from its Arlington, Texas fulfillment center to its Linden, New Jersey fulfillment center to further optimize fulfillment center efficiencies. In November 2018 and October 2017, the Company implemented workforce reductions to generate savings in Product, technology, general, and administrative expenses and Cost of goods sold, excluding depreciation and amortization. As a result of these actions, along with other cost optimization initiatives, the Company’s Product, technology, general, and administrative expenses reduced by approximately 13% or $4.9 million and 21% or $10.3 million, respectively, for the three months ended March 31, 2020 and 2019. In addition, while the Company reaccelerated its marketing efforts in the three months ended March 31, 2020, it has significantly reduced its Marketing expense over the past 12 months. While Marketing expense decreased 47% over the past 12 months, Net revenue decreased by 32% for the same period. The Company also reduced its year-over-year spending on capital expenditures over the past 12 months by 56% or $6.6 million. Based on the current facts and circumstances, the Company’s financial planning process and its historical ability to implement cost reductions, the Company believes it is probable it can effectively manage expenses and cash flows in order to maintain compliance with the financial covenants under its revolving credit facility for at least the next 12 months. As a result, the Company has concluded, that after consideration of management’s plans, it has sufficient liquidity to meet its obligations within one year after the issuance date of the Consolidated Financial Statements, and it does not have substantial doubt about its ability to continue as a going concern.
Use of Estimates	In preparing its Consolidated Financial Statements in accordance with GAAP, the Company is required to make estimates and assumptions that affect the amounts of assets, liabilities, revenue, costs, and expenses, and disclosure of contingent assets and liabilities which are reported in the Consolidated Financial Statements and accompanying disclosures. The accounting estimates that require the most difficult and subjective judgments include revenue recognition, inventory valuation, leases, recoverability of long-lived assets, and the recognition and measurement of contingencies. The Company evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors and adjusts those estimates and assumptions when facts and circumstances dictate. Actual results could materially differ from the Company’s estimates and assumptions.
Emerging Growth and Smaller Reporting Company Status	The Company is an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act (the “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 its initial public offering (the “IPO”) on July 5, 2017, 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. Smaller Reporting Company Status The Company is a “smaller reporting company,” as defined by Rule 12b-2 of the Securities Exchange Act of 1934, and therefore qualifies for the SEC's reduced disclosure requirements for smaller reporting companies.
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 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. In November 2019, the FASB issued ASU No. 2019-10, Financial Instruments – Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates , to defer the effective date of ASU No. 2016-02 for certain entities. For the Company, the new standard is effective for annual periods beginning January 1, 2021. Upon adoption of this standard, the Company expects to recognize, on a discounted basis, its minimum commitments under non-cancelable operating leases on the Consolidated Balance Sheets resulting in the recording of right-of-use assets and lease obligations. The Company is currently evaluating any additional impacts this guidance will have on its 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 January 1, 2021. The Company is evaluating the impact this new guidance may have on its Consolidated Financial Statements. In December 2019, the FASB issued Accounting Standards Update No. 2019-12 (“ASU 2019-12 ”), Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes . The standard is intended to simplify the accounting for income taxes by removing certain exceptions to the general principles in Topic 740, as well as improve consistent application of and simplify GAAP for other areas of Topic 740 by clarifying and amending existing guidance. For the Company, the amendments in ASU 2019-12 are effective for annual periods beginning January 1, 2022. The Company is evaluating the impact this new guidance may have on its Consolidated Financial Statements. Recently Adopted Accounting Pronouncements In March 2020, the FASB issued Accounting Standards Update No. 2020-04 (“ASU 2020-04”), Reference Rate Reform (“ASC 848”): Facilitation of the Effects of Reference Rate Reform on Financial Reporting . The standard is intended to provide optional expedients and exceptions for applying GAAP to contract modifications and hedging relationships, subject to meeting certain criteria, that reference LIBOR or another rate that is expected to be discontinued. The guidance was effective upon issuance, and may be applied prospectively through December 31, 2022. The application of the guidance is not expected to have a material impact on the Company’s Consolidated Financial Statements.

Inventories, Net (Tables)

Inventories, Net (Tables)	3 Months Ended
	Mar. 31, 2020
Inventories, Net
Summary of inventories, net	March 31, December 31, 2020 2019 (In thousands) Fulfillment $ 3,611 $ 2,741 Product 21,101 22,365 Inventories, net $ 24,712 $ 25,106

Prepaid Expenses and Other Cu_2

Prepaid Expenses and Other Current Assets (Tables)	3 Months Ended
	Mar. 31, 2020
Prepaid Expenses and Other Current Assets
Summary of prepaid expenses and other current assets	March 31, December 31, 2020 2019 (In thousands) Prepaid insurance $ 8,492 $ 5,755 Other current assets 5,152 3,109 Prepaid expenses and other current assets $ 13,644 $ 8,864

Restricted Cash (Tables)

Restricted Cash (Tables)	3 Months Ended
	Mar. 31, 2020
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents [Abstract]
Reconciliation of cash between balance sheets and statements of cash flows	March 31, December 31, 2020 2019 (in thousands) Cash and cash equivalents $ 29,505 $ 43,531 Restricted cash included in Prepaid expenses and other current assets 1,842 — Restricted cash included in Other noncurrent assets 1,349 2,912 Total cash, cash equivalents and restricted cash $ 32,696 $ 46,443 March 31, December 31, 2019 2018 (in thousands) Cash and cash equivalents $ 99,114 $ 95,615 Restricted cash included in Prepaid expenses and other current assets — — Restricted cash included in Other noncurrent assets 1,693 1,692 Total cash, cash equivalents and restricted cash $ 100,807 $ 97,307

Property and Equipment, Net (Ta

Property and Equipment, Net (Tables)	3 Months Ended
	Mar. 31, 2020
Property and Equipment, Net
Summary of property and equipment	March 31, December 31, 2020 2019 (In thousands) Computer equipment $ 11,453 $ 11,453 Capitalized software 19,072 18,516 Fulfillment equipment 49,600 54,059 Furniture and fixtures 3,513 3,725 Leasehold improvements 32,254 41,735 Buildings (1) 114,877 148,507 Construction in process 2,034 1,803 Property and equipment, gross 232,803 279,798 Less: accumulated depreciation and amortization (94,489) (97,992) Property and equipment, net $ 138,314 $ 181,806 (1) Buildings includes build-to-suit lease arrangements where the Company is considered the owner for accounting purposes including $31.3 million as of March 31, 2020 related to Linden, New Jersey and $62.1 million as of December 31, 2019 related to Linden, New Jersey and Fairfield, California. Buildings also includes costs incurred directly by the Company relating to these arrangements of $80.8 million and $82.3 million as of March 31, 2020 and December 31, 2019, respectively. Capitalized interest for construction projects related to build-to-suit lease arrangements was $2.8 million and $4.2 million as of March 31, 2020 and December 31, 2019, respectively.

Accrued Expenses and Other Cu_2

Accrued Expenses and Other Current Liabilities (Tables)	3 Months Ended
	Mar. 31, 2020
Accrued Expenses and Other Current Liabilities
Summary of accrued expenses and other current liabilities	March 31, December 31, 2020 2019 (In thousands) Accrued compensation $ 9,775 $ 11,967 Accrued credits and refunds reserve 1,156 1,208 Accrued marketing expenses 2,320 5,268 Accrued shipping expenses 2,041 2,034 Other current liabilities 10,451 9,889 Accrued expenses and other current liabilities $ 25,743 $ 30,366

Deferred Revenue (Tables)

Deferred Revenue (Tables)	3 Months Ended
	Mar. 31, 2020
Deferred Revenue
Summary of deferred revenue	March 31, December 31, 2020 2019 (In thousands) Cash received prior to fulfillment $ 5,731 $ 3,205 Gift cards, prepaid orders, and other 2,083 2,915 Deferred revenue $ 7,814 $ 6,120

Debt (Tables)

Debt (Tables)	3 Months Ended
	Mar. 31, 2020
Debt
Summary of outstanding borrowings of debt	March 31, December 31, Maturity Date 2020 2019 (In thousands) Revolving credit facility August 2021 $ 54,678 $ 54,678 Weighted average interest rate 6.22 % 6.22 %

Share-based Compensation (Table

Share-based Compensation (Tables)	3 Months Ended
	Mar. 31, 2020
Share-based Compensation
Schedule of Share-based Compensation Cost	March 31, 2020 2019 (In thousands) Cost of goods sold, excluding depreciation and amortization $ 30 $ 152 Product, technology, general, and administrative 2,210 2,683 Total share-based compensation $ 2,240 $ 2,835

Earnings per Share (Tables)

Earnings per Share (Tables)	3 Months Ended
	Mar. 31, 2020
Earnings per Share
Schedule of earnings per share	Three Months Ended March 31, 2020 2019 Class A Class B Class C Class A Class B Class C (In thousands, except share and per-share data) Numerator: Net income (loss) $ (13,363) $ (6,782) $ — $ (2,313) $ (2,962) $ — Undistributed earnings reallocated to convertible preferred stock — — — — — — Net income (loss) attributable to common stockholders $ (13,363) $ (6,782) $ — $ (2,313) $ (2,962) $ — Denominator: Weighted-average shares used to compute net income (loss) per share attributable to common stockholders—basic 8,826,116 4,479,689 — 5,691,984 7,287,916 — Effect of dilutive securities — — — — — — Weighted-average shares used to compute net income (loss) per share attributable to common stockholders—diluted 8,826,116 4,479,689 — 5,691,984 7,287,916 — Net income (loss) per share attributable to common stockholders—basic (1) $ (1.51) $ (1.51) $ — $ (0.41) $ (0.41) $ — Net income (loss) per share attributable to common stockholders—diluted (1) $ (1.51) $ (1.51) $ — $ (0.41) $ (0.41) $ — 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, 2020 2019 Class A Class B Class C Class A Class B Class C Stock options 22,529 184,350 — 100,902 349,036 — Restricted shares — — — — 831 — Restricted stock units 1,682,990 — — 708,210 — — Total anti-dilutive securities 1,705,519 184,350 — 809,112 349,867 —

Fair Value of Financial Instr_2

Fair Value of Financial Instruments (Tables)	3 Months Ended
	Mar. 31, 2020
Fair Value Measurements
Schedule of assets measured on a recurring basis	March 31, 2020 Level 1 Level 2 Level 3 Total (In thousands) Financial Assets: Money market accounts $ 20,157 $ — $ — $ 20,157 Total financial assets $ 20,157 $ — $ — $ 20,157 December 31, 2019 Level 1 Level 2 Level 3 Total (In thousands) Financial Assets: Money market accounts $ 36,846 $ — $ — $ 36,846 Total financial assets $ 36,846 $ — $ — $ 36,846

Restructuring Costs (Tables)

Restructuring Costs (Tables)	3 Months Ended
	Mar. 31, 2020
Restructuring Costs
Schedule of restructuring costs	Employee-Related Costs Other Exit Costs Total (In thousands) Balance — December 31, 2019 $ — $ — $ — Charges 600 104 704 Cash payments — (33) (33) Balance — March 31, 2020 $ 600 $ 71 $ 671

Summary of Significant Accoun_3

Summary of Significant Accounting Policies - Liquidity (Details) - USD ($) $ in Thousands	1 Months Ended			3 Months Ended		12 Months Ended
	Feb. 29, 2020	Oct. 31, 2019	Oct. 31, 2018	Mar. 31, 2020	Mar. 31, 2019	Mar. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Significant Accounting Policies [Line Items]
Cash and cash equivalents				$ 29,505	$ 99,114	$ 29,505	$ 43,531	$ 95,615
Long-term debt				53,646		53,646	53,464
Remaining amount available to borrow				0		$ 0
Aggregate minimum liquidity balance				10,000
Aggregate minimum liquidity balance at quarter end				20,000
Net losses				20,145	5,275
Operating cash flows				(12,604)	5,138
Purchases of property and equipment				$ 1,611	$ 1,734
Repayment of outstanding debt		$ 28,900	$ 41,400
Decline in net revenue, as a percent				28.00%	28.00%	32.00%
Expected annual savings	$ 8,000
Reduction in product, technology, general and administrative expenses				$ 4,900	$ 10,300
Reduction in product, technology, general and administrative expenses, as a percent				13.00%	21.00%
Decline in marketing expense						47.00%
Reduction in capital expenditures						$ 6,600
Reduction in capital expenditures, as a percent						56.00%
Letter of credit
Significant Accounting Policies [Line Items]
Outstanding borrowings in long term debt				$ 300		$ 300
Revolving credit facility
Significant Accounting Policies [Line Items]
Outstanding borrowings in long term debt				$ 54,678		$ 54,678	54,678
Remaining amount available to borrow							$ 0

Inventories, Net (Details)

Inventories, Net (Details) - USD ($) $ in Thousands	Mar. 31, 2020	Dec. 31, 2019
Inventories, Net
Product	$ 3,611	$ 2,741
Fulfillment	21,101	22,365
Inventories, net	$ 24,712	$ 25,106

Prepaid Expenses and Other Cu_3

Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands	Mar. 31, 2020	Dec. 31, 2019
Prepaid Expenses and Other Current Assets
Prepaid insurance	$ 8,492	$ 5,755
Other current assets	5,152	3,109
Prepaid expenses and other current assets	$ 13,644	$ 8,864

Restricted Cash (Details)

Restricted Cash (Details) - USD ($) $ in Thousands	Mar. 31, 2020	Dec. 31, 2019	Mar. 31, 2019	Dec. 31, 2018
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents [Abstract]
Cash and cash equivalents	$ 29,505	$ 43,531	$ 99,114	$ 95,615
Restricted Cash and Cash Equivalents, Current	$ 1,842
Restricted Cash and Cash Equivalents, Asset, Statement of Financial Position [Extensible List]	Prepaid Expense and Other Assets, Current	Prepaid Expense and Other Assets, Current	Prepaid Expense and Other Assets, Current	Prepaid Expense and Other Assets, Current
Restricted Cash and Cash Equivalents, Noncurrent	$ 1,349	$ 2,912	$ 1,693	$ 1,692
Restricted Cash and Cash Equivalents, Noncurrent, Asset, Statement of Financial Position [Extensible List]	Other Assets, Noncurrent	Other Assets, Noncurrent	Other Assets, Noncurrent	Other Assets, Noncurrent
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents, Total	$ 32,696	$ 46,443	$ 100,807	$ 97,307

Property and Equipment, Net (De

Property and Equipment, Net (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019	Mar. 30, 2020	Feb. 29, 2020	Dec. 31, 2019
Property and equipment, net
Computer equipment	$ 11,453				$ 11,453
Capitalized software	19,072				18,516
Fulfillment equipment	49,600				54,059
Furniture and fixtures	3,513				3,725
Leasehold improvements	32,254				41,735
Buildings	114,877				148,507
Construction in process	2,034				1,803
Property and equipment, gross	232,803				279,798
Less: accumulated depreciation and amortization	(94,489)				(97,992)
Property and equipment, net	138,314				181,806
Build-to-suit lease arrangements included in Buildings	31,300		$ 31,100		62,100
Cost incurred to date	80,800				82,300
Depreciation and amortization of property and equipment	6,753	$ 8,604
Capitalized interest to date	2,800				4,200
Total non-cancelable minimum lease payments, pre adoption			32,900
Facility financing obligation	35,976		35,700		$ 71,689
Deferred rent			$ 1,800
Gain on derecognition	4,936
Loss on impairment	7,448
Arlington Fulfillment Center [Member]
Property and equipment, net
Property and equipment, net				$ 11,500
Total non-cancelable minimum lease payments, pre adoption				2,200
Fair value of long-lived assets				$ 4,100
Loss on impairment	7,400
Scenario, Plan [Member]
Property and equipment, net
Termination fee	$ 1,500

Accrued Expenses and Other Cu_3

Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands	Mar. 31, 2020	Dec. 31, 2019
Accrued expenses and other current liabilities
Accrued compensation	$ 9,775	$ 11,967
Accrued credits and refunds reserve	1,156	1,208
Accrued marketing expenses	2,320	5,268
Accrued shipping expenses	2,041	2,034
Other current liabilities	10,451	9,889
Accrued expenses and other current liabilities	$ 25,743	$ 30,366

Deferred Revenue (Details)

Deferred Revenue (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2020USD ($)item	Dec. 31, 2019USD ($)
Deferred Revenue
Cash received prior to fulfillment	$ 5,731	$ 3,205
Gift cards, prepaid orders, and other	2,083	2,915
Deferred revenue	$ 7,814	$ 6,120
Contract liabilities, number of types | item	2
Deferred revenue recognized during the period	$ 4,700

Debt - Revolving Credit Facilit

Debt - Revolving Credit Facility (Details) - USD ($) $ in Thousands	1 Months Ended
	Oct. 31, 2019	Oct. 31, 2018	Aug. 31, 2016	Mar. 31, 2020	Dec. 31, 2019	Sep. 30, 2018	Jun. 30, 2017	May 31, 2017
Debt instruments
Long-term debt				$ 53,646	$ 53,464
Remaining amount available to borrow				0
Repayment of outstanding debt	$ 28,900	$ 41,400
Revolving credit facility
Debt instruments
Maximum borrowing capacity	55,000	85,000	$ 150,000			$ 200,000
Additional borrowing capacity							$ 25,000	$ 25,000
Outstanding borrowings in long term debt				54,678	54,678
Remaining amount available to borrow					0
Incurred deferred financing costs	$ 800	$ 900	$ 500
Unamortized deferred financing costs				1,000	$ 1,200
Letter of credit
Debt instruments
Outstanding borrowings in long term debt				$ 300

Debt - Summary table (Details)

Debt - Summary table (Details) - USD ($) $ in Thousands	Mar. 31, 2020	Dec. 31, 2019
Debt instruments
Weighted average interest rate	6.22%	6.22%
Revolving credit facility
Debt instruments
Outstanding borrowings in long term debt	$ 54,678	$ 54,678

Debt - Additional Information (

Debt - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2020	Sep. 30, 2019	Mar. 30, 2020	Dec. 31, 2019
Debt instruments
Aggregate minimum liquidity balance	$ 10,000
Aggregate minimum liquidity balance at quarter end	20,000
Facility Financing Obligation
Facility financing obligation	$ 35,976		$ 35,700	$ 71,689
Federal funds rate
Debt instruments
Margin added to variable rate (as a percent)	0.50%
LIBOR
Debt instruments
Margin added to variable rate (as a percent)	1.00%
Revolving credit facility
Debt instruments
Outstanding borrowings in long term debt	$ 54,678			54,678
Unused commitment fee on undrawn amounts (as a percent)	0.15%
Revolving Credit Facility, Base Rate Loans [Member]
Debt instruments
Margin added to variable rate (as a percent)	3.25%	3.00%
Outstanding borrowings in long term debt	$ 0			0
Revolving Credit Facility, Eurodollar Rate Loans [Member]
Debt instruments
Margin added to variable rate (as a percent)	4.25%	4.00%
Outstanding borrowings in long term debt	$ 54,700			$ 54,700

Commitments and Contingencies -

Commitments and Contingencies - Legal Proceedings (Details) $ in Millions	3 Months Ended
	Mar. 31, 2020USD ($)claim	Jul. 20, 2018item
Loss Contingencies [Line Items]
Amount accrued for legal settlement | $	$ 2.1
Class Action Suit In New York Supreme Court Alleging Federal Securities Law Violations In Connection With IPO [Member]
Loss Contingencies [Line Items]
Number of claims | claim	2
Arbitration Lawsuit By Supplier Alleging Breach Of Contract, Etc. [Member]
Loss Contingencies [Line Items]
Number of claims | item		1

Share-based Compensation - Expe

Share-based Compensation - Expense and Assumptions (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation recognized	$ 2,240	$ 2,835
Product, technology, general and administrative
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation recognized	2,210	2,683
Cost of goods sold
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation recognized	$ 30	$ 152

Earnings per Share (Details)

Earnings per Share (Details) $ / shares in Units, $ in Thousands		Jun. 14, 2019	Mar. 31, 2020USD ($)$ / sharesshares	Mar. 31, 2019USD ($)$ / sharesshares	Dec. 31, 2019shares
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items]
Reverse stock split, ratio of shares surrendered to shares received		15
Numerator:
Net income (loss) | $			$ (20,145)	$ (5,275)
Denominator:
Weighted-average shares used to compute net income (loss) per share attributable to common stockholders—basic	[1]		13,305,805	12,979,900
Weighted average diluted shares outstanding (in shares)	[1]		13,305,805	12,979,900
Net income (loss) per share attributable to common stockholders—basic | $ / shares	[1]		$ (1.51)	$ (0.41)
Net income (loss) per share attributable to common stockholders—diluted | $ / shares	[1]		$ (1.51)	$ (0.41)
Class A
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items]
Common stock, outstanding (in shares)			9,727,283		7,799,093
Numerator:
Net income (loss) | $			$ (13,363)	$ (2,313)
Net income (loss) attributable to common stockholders | $			$ (13,363)	$ (2,313)
Denominator:
Weighted-average shares used to compute net income (loss) per share attributable to common stockholders—basic			8,826,116	5,691,984
Weighted average diluted shares outstanding (in shares)			8,826,116	5,691,984
Net income (loss) per share attributable to common stockholders—basic | $ / shares			$ (1.51)	$ (0.41)
Net income (loss) per share attributable to common stockholders—diluted | $ / shares			$ (1.51)	$ (0.41)
Class B
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items]
Common stock, outstanding (in shares)			3,654,248		5,464,196
Numerator:
Net income (loss) | $			$ (6,782)	$ (2,962)
Net income (loss) attributable to common stockholders | $			$ (6,782)	$ (2,962)
Denominator:
Weighted-average shares used to compute net income (loss) per share attributable to common stockholders—basic			4,479,689	7,287,916
Weighted average diluted shares outstanding (in shares)			4,479,689	7,287,916
Net income (loss) per share attributable to common stockholders—basic | $ / shares			$ (1.51)	$ (0.41)
Net income (loss) per share attributable to common stockholders—diluted | $ / shares			$ (1.51)	$ (0.41)
Class C
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items]
Common stock, outstanding (in shares)			0		0
[1]	Reflects the 1-for-15 reverse stock split that became effective on June 14, 2019.

Earnings per Share - Antidiluti

Earnings per Share - Antidilutive Common Shares (Details) - shares	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
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	1,705,519	809,112
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	22,529	100,902
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	1,682,990	708,210
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	184,350	349,867
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	184,350	349,036
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		831

Fair Value of Financial Instr_3

Fair Value of Financial Instruments (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019	Dec. 31, 2019
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Net realized gains or losses related to its financial assets	$ 0	$ 0
Level 2
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Assets, fair value	0		$ 0
Financial liabilities, fair value	0		0
Level 3
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Assets, fair value	0		0
Financial liabilities, fair value	0		0
Fair Value, Measurements, Recurring
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Assets, fair value	20,157		36,846
Fair Value, Measurements, Recurring | Money market accounts
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Assets, fair value	20,157		36,846
Fair Value, Measurements, Recurring | Level 1
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Assets, fair value	20,157		36,846
Fair Value, Measurements, Recurring | Level 1 | Money market accounts
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Assets, fair value	$ 20,157		$ 36,846

Restructuring Costs (Details)

Restructuring Costs (Details) - USD ($) $ in Thousands	3 Months Ended	6 Months Ended
	Mar. 31, 2020	Jun. 30, 2020	Jun. 30, 2019
Restructuring Cost and Reserve [Line Items]
Loss on impairment	$ 7,448
Restructuring Reserve [Roll Forward]
Charges	704		$ 600
Cash payments	(33)
Balance at end of period	671
Arlington Fulfillment Center [Member]
Restructuring Cost and Reserve [Line Items]
Loss on impairment	7,400
Forecast
Restructuring Reserve [Roll Forward]
Cash payments		$ (1,300)
Employee-Related Costs
Restructuring Reserve [Roll Forward]
Charges	600		200
Balance at end of period	600
Asset-related Charges
Restructuring Reserve [Roll Forward]
Charges	104		$ 400
Cash payments	(33)
Balance at end of period	$ 71