Blue Apron (APRN) 10-Q 6 May 21 2021 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information	3 Months Ended
	Mar. 31, 2021shares
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Mar. 31, 2021
Entity File Number	001-38134
Entity Registrant Name	Blue Apron Holdings, Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	81-4777373
Entity Address, Address Line One	28 Liberty Street
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10005
City Area Code	347
Local Phone Number	719-4312
Title of 12(b) Security	Class A Common Stock, $0.0001 par value per share
Trading Symbol	APRN
Security Exchange Name	NYSE
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q1
Entity Central Index Key	0001701114
Amendment Flag	false
Class A
Document Information [Line Items]
Entity Common Stock, Shares Outstanding	14,657,259
Class B
Document Information [Line Items]
Entity Common Stock, Shares Outstanding	3,393,791
Class C
Document Information [Line Items]
Entity Common Stock, Shares Outstanding	0

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020
CURRENT ASSETS:
Cash and cash equivalents	$ 29,556	$ 44,122
Accounts receivable, net	170	116
Inventories, net	22,531	18,185
Prepaid expenses and other current assets	25,316	23,651
Total current assets	77,573	86,074
Property and equipment, net	121,218	125,208
Other noncurrent assets	2,926	4,053
TOTAL ASSETS	201,717	215,335
CURRENT LIABILITIES:
Accounts payable	31,556	23,691
Accrued expenses and other current liabilities	33,651	41,632
Current portion of long-term debt	3,500	3,500
Deferred revenue	7,237	6,269
Total current liabilities	75,944	75,092
Long-term debt	28,087	28,747
Facility financing obligation	35,944	35,957
Other noncurrent liabilities	11,122	11,564
TOTAL LIABILITIES	151,097	151,360
STOCKHOLDERS' EQUITY (DEFICIT):
Additional paid-in capital	644,472	642,106
Accumulated deficit	(593,854)	(578,133)
TOTAL STOCKHOLDERS' EQUITY (DEFICIT)	50,620	63,975
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	201,717	215,335
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) - $ / shares	Mar. 31, 2021	Dec. 31, 2020
Class A
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, authorized (in shares)	1,500,000,000	1,500,000,000
Common stock, issued (in shares)	14,657,259	14,365,664
Common stock, outstanding (in shares)	14,657,259	14,365,664
Class B
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, authorized (in shares)	175,000,000	175,000,000
Common stock, issued (in shares)	3,393,791	3,493,791
Common stock, outstanding (in shares)	3,393,791	3,493,791
Class C
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, authorized (in shares)	500,000,000	500,000,000
Common stock, issued (in shares)	0	0
Common stock, outstanding (in shares)	0	0

Consolidated Statements of Oper

Consolidated Statements of Operations - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Consolidated Statements of Operations
Net revenue	$ 129,706	$ 101,857
Operating expenses:
Cost of goods sold, excluding depreciation and amortization	81,592	60,638
Marketing	19,940	15,032
Product, technology, general, and administrative	36,551	34,217
Depreciation and amortization	5,620	6,753
Other operating expenses		3,198
Total operating expenses	143,703	119,838
Income (loss) from operations	(13,997)	(17,981)
Interest income (expense), net	(1,708)	(2,155)
Income (loss) before income taxes	(15,705)	(20,136)
Benefit (provision) for income taxes	(16)	(9)
Net income (loss)	$ (15,721)	$ (20,145)
Net income (loss) per share attributable to Class A, and Class B common stockholders:
Basic (in dollars per share)	$ (0.88)	$ (1.51)
Diluted (in dollars per share)	$ (0.88)	$ (1.51)
Weighted-average shares used to compute net income (loss) per share attributable to Class A, and Class B common stockholders:
Basic (in shares)	17,939,682	13,305,805
Diluted (in shares)	17,939,682	13,305,805

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	Total
Beginning balance at Dec. 31, 2019	$ 1	$ 1	$ 599,976	$ (531,979)	$ 67,999
Beginning balance (in shares) at Dec. 31, 2019	7,799,093	5,464,196
Conversion from Class B to Class A common stock	$ 0	$ 0
Conversion from Class B to Class A common stock (in shares)	1,835,947	(1,835,947)
Issuance of common stock upon exercise of stock options and vesting of restricted stock, net of tax withholdings	$ 0	$ 0	486		486
Issuance of common stock upon exercise of stock options and vesting of restricted stock (in shares)	92,243	25,999
Share-based compensation			2,321		2,321
Net income (loss)				(20,145)	(20,145)
Ending balance at Mar. 31, 2020	$ 1	$ 1	602,783	(552,124)	50,661
Ending balance (in shares) at Mar. 31, 2020	9,727,283	3,654,248
Beginning balance at Dec. 31, 2020	$ 1	$ 1	642,106	(578,133)	63,975
Beginning balance (in shares) at Dec. 31, 2020	14,365,664	3,493,791
Conversion from Class B to Class A common stock	$ 0	$ 0
Conversion from Class B to Class A common stock (in shares)	100,000	(100,000)
Issuance of common stock upon exercise of stock options and vesting of restricted stock, net of tax withholdings	$ 0		0
Issuance of common stock upon exercise of stock options and vesting of restricted stock (in shares)	191,595
Share-based compensation			2,366		2,366
Net income (loss)				(15,721)	(15,721)
Ending balance at Mar. 31, 2021	$ 1	$ 1	$ 644,472	$ (593,854)	$ 50,620
Ending balance (in shares) at Mar. 31, 2021	14,657,259	3,393,791

Consolidated Statements of Cash

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)	$ (15,721)	$ (20,145)
Adjustments to reconcile net income (loss) to net cash from (used in) operating activities:
Depreciation and amortization of property and equipment	5,620	6,753
Loss (gain) on build-to-suit accounting derecognition		(4,936)
Loss on impairment		7,448
Changes in reserves and allowances	131	(425)
Share-based compensation	2,319	2,240
Non-cash interest expense	215	182
Changes in operating assets and liabilities:
Accounts receivable	(54)	39
Inventories	(4,550)	767
Prepaid expenses and other current assets	(1,793)	(2,992)
Accounts payable	8,051	2,533
Accrued expenses and other current liabilities	(7,828)	(5,964)
Deferred revenue	968	1,694
Other noncurrent assets and liabilities	691	202
Net cash from (used in) operating activities	(11,951)	(12,604)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment	(1,746)	(1,611)
Proceeds from sale of property and equipment	54	59
Net cash from (used in) investing activities	(1,692)	(1,552)
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayments of debt	(875)
Payments of debt issuance costs	(69)
Proceeds from exercise of stock options		486
Principal payments on capital lease obligations, pre adoption	(53)	(77)
Net cash from (used in) financing activities	(997)	409
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS AND RESTRICTED CASH	(14,640)	(13,747)
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH - Beginning of period	45,842	46,443
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH - End of period	31,202	32,696
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid for interest	1,490	2,088
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	70	81
Purchases of property and equipment in Accounts payable and Accrued expenses and other current liabilities	$ 326	$ 354

Organization and Description of

Organization and Description of Business	3 Months Ended
	Mar. 31, 2021
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 designs original recipes with fresh, seasonally-inspired produce and high-quality ingredients, which are sent directly to customers for them to prepare, cook, and enjoy. The Company creates meal experiences around original recipes every week based on what’s in-season with farming partners and other suppliers. Customers can choose which recipes they would like to receive in a given week, and the Company delivers those recipes to their doorsteps along with the pre-portioned ingredients required to cook those recipes. In addition to meals, the Company sells wine through Blue Apron Wine, a direct-to-consumer wine delivery service. The Company also sells a curated selection of cooking tools, utensils, pantry items, and add-on products for different culinary occasions through Blue Apron Market, its e-commerce market.

Summary of Significant Accounti

Summary of Significant Accounting Policies	3 Months Ended
	Mar. 31, 2021
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, 2021 and December 31, 2020, results of operations for the three months ended March 31, 2021 and 2020, and cash flows for the three months ended March 31, 2021 and 2020. 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, 2020 included in the Company’s Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 23, 2021 (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, 2021, the Company had cash and cash equivalents of $29.6 million and total outstanding debt of $31.6 million, net of unamortized debt issuance costs, of which $28.1 million is classified as long-term debt and $3.5 million is classified as the current portion of long-term debt. On October 16, 2020, the Company entered into a financing agreement which provides for a senior secured term loan in the aggregate principal amount of $35.0 million that matures in March 2023 (the “2020 Term Loan”). The proceeds of the 2020 Term Loan were used, together with cash on hand, to repay in full the outstanding indebtedness under the revolving credit facility and to pay fees and expenses in connection with the transactions contemplated by the 2020 Term Loan. The Company terminated the revolving credit facility effective as of the closing of the 2020 Term Loan. As of March 31, 2021, the 2020 Term Loan bore interest at a rate equal to LIBOR (subject to a 1.50% floor) plus 8.00% per annum. The principal amount of the 2020 Term Loan is repayable in equal quarterly installments of $875,000 through December 31, 2022, with the remaining unpaid principal amount of the 2020 Term Loan repayable on March 31, 2023. The 2020 Term Loan and the 2021 Term Loan (defined below)(together, the “Senior Secured Term Loan”) contain restrictive covenants, financial covenants, and affirmative and financial reporting covenants restricting the Company and the Company’s subsidiaries’ activities. As of March 31, 2021, the financial covenants in the 2020 Term Loan include a requirement to maintain a minimum aggregate liquidity balance of $20.0 million at all times and a minimum subscription count (defined in the Senior Secured Term Loan as the number of all active customers on the Company’s internal account list) of 300,000 on any determination date occurring between the effective date and December 31, 2021, and 320,000 on any determination date occurring thereafter. On March 18, 2021, the Company’s aggregate liquidity balance, as calculated under the terms of the 2020 Term Loan, fell below the required $20.0 million balance, giving rise to an event of default in respect of the 2020 Term Loan. The Company’s aggregate liquidity balance returned to an amount in excess of $20.0 million the following day, and the agent and the lenders waived the event of default on March 30, 2021. As of March 31, 2021, the Company was in compliance with all of the covenants under the 2020 Term Loan. On May 5, 2021 (the “Closing Date”), the Company amended the financing agreement relating to the 2020 Term Loan (the “Amendment”). Among other things, the Amendment: (i) provides a new $5.0 million term loan (the “2021 Term Loan”), which bears interest at a rate equal to LIBOR (subject to a 1.50% floor) plus 10.00% per annum and matures at the same time as the 2020 Term Loan, on March 31, 2023. The 2021 Term Loan is prepayable and does not require periodic principal payments; (ii) increases the interest rate margin on the 2020 Term Loan by 1.00% per annum, resulting in the 2020 Term Loan bearing interest, from and after the Closing Date, at a rate equal to LIBOR (subject to a 1.50% floor) plus 9.00% per annum; (iii) waives the requirement that the borrower prepay the 2020 Term Loan with 50% of the proceeds of equity issuances, provided that the waiver will expire upon the earlier of (i) such time as the cumulative net proceeds from equity issuances of the borrower otherwise requiring such prepayment exceed $30.0 million (calculated net of the prepayment of the 2021 Term Loan described below) or (ii) 60 days after the Closing Date; (iv) requires that the borrower prepay the 2021 Term Loan with 100% of the proceeds of equity issuances (in addition to the other mandatory prepayment provisions applicable to the 2020 Term Loan, which also apply to the 2021 Term Loan); (v) reduces the minimum liquidity covenant from $20.0 million at all times to $15.0 million at all times until the earlier of (i) May 15, 2022, and (ii) the date on which the 2021 Term Loan and all accrued and unpaid interest thereon is repaid in full (the “Covenant Reset Date”); and (vi) charges a $1.0 million closing fee, which (i) was capitalized on the Closing Date as additional indebtedness under the 2021 Term Loan, (ii) bears interest at the same rate as the 2021 Term Loan, and (iii) 50% of which will be forgiven if the 2021 Term Loan (inclusive of the other 50% of the closing fee) is repaid within 60 days after the Closing Date. The proceeds of the 2021 Term Loan will be held in an escrow account for the benefit of the agent and the proceeds of the 2021 Term Loan will qualify as qualified cash for purposes of the minimum liquidity covenant, such that, in combination, the funding of the 2021 Term Loan and the reduction in the minimum liquidity covenant will provide the Company with an aggregate of $10.0 million in additional flexibility in respect of the minimum liquidity covenant until the Covenant Reset Date. The agent shall not be permitted to remove funds from the escrow account except (i) upon maturity of the 2021 Term Loan, (ii) an event of default that has not been waived or cured, or (iii) upon repayment of the 2021 Term Loan. In the event that the lender withdraws funds from the escrow for any reason, those funds must be applied to repay the 2021 Term Loan or be paid to the Company. In connection with the Amendment, the Company agreed to grant warrants (the “Warrants”) to the Lenders. Under the terms of the Amendment, so long as the 2020 Term Loan or 2021 Term Loan remain outstanding, on the first day of each quarter beginning on or after July 1, 2021, the Company will issue a Warrant to the Lenders to purchase at an exercise price of $0.01 per share such number of shares of Class A common stock of the Company as equals 0.50% of the then outstanding fully-diluted shares of Common Stock of the Company. The number of shares issuable upon exercise of each Warrant is subject to increase each time the Company issues or sells any shares of Common Stock, Common Stock equivalents, options, or convertible securities for a consideration per share (including upon exercise, exchange, or conversion) of less than the fair market value per share of the Class A common stock as of the Closing Date. The Warrants will expire five years after the applicable issuance date and will be exercisable on a cash basis or, at the election of the holder, on a cashless basis. The Company has a history of net losses and negative operating cash flows. In addition, the Company has experienced significant negative trends in its net revenue. While year-over-year trends in net revenue, net losses and operating cash flows have improved during the three months ended March 31, 2021, that improvement is, in part, due to changes in consumer behaviors as a result of the COVID-19 pandemic, and by the continued execution of the Company’s growth strategy. These positive trends on the Company’s operating results may not continue at current levels, and could decline in future periods as COVID-19 restrictions begin to be lifted and as vaccines become more widely available throughout the United States or if the Company is unable to continue to sustain the revenue growth resulting from its growth strategy. The Company is continuing to pursue its growth strategy to drive customer and revenue growth through product innovation. The Company’s ability, including the timing and extent, to successfully execute its growth strategy is inherently uncertain and is dependent on continued sufficiency of cash resources, and its ability 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 growth strategy, manage liquidity and/or to cost effectively attract new customers and retain existing customers, the Company may not be able to maintain compliance with the minimum liquidity and minimum subscription count covenants which may result in an event of default under the Company’s Senior Secured Term Loan. 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 Senior Secured Term Loan 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. If the Company is unable to sufficiently execute its growth strategy, it believes it has plans to effectively manage liquidity and customer acquisition and retention in order to maintain compliance with its debt covenants. This includes implementing operational process driven changes to more cost-effectively source the products the Company offers, potential significant expense reductions in areas identified by the Company in product, technology, general and administrative costs and capital expenditures to achieve savings and reinvest in the business. This further includes modifying and balancing its marketing investments, as needed, to maintain the minimum subscription covenant, while also maintaining sufficient cash to meet the minimum liquidity covenant. A significant portion of the Company’s costs are discretionary in nature and, if needed, the Company has the ability to reduce or delay spending in order to reduce expenses and improve liquidity. While reductions in spending, particularly in marketing and capital expenditures, may negatively impact net revenue, the Company plans to execute such reductions to the extent needed to comply with its debt covenants. The Company has previously demonstrated an ability to implement various cost reduction initiatives, including workforce reductions and other cost optimizing initiatives. As a result of these initiatives, the Company’s year-over-year product, technology, general and administrative expenses, as a percentage of net revenue, were reduced by approximately 540 basis points in the three months ended March 31, 2021. Based on the current facts and circumstances, the additional financial flexibility provided through the Amendment discussed above, the Company’s financial planning process, and its historical ability to implement cost reductions and adjust marketing strategies, the Company believes it is probable it can effectively manage liquidity and subscription count in order to maintain compliance with the financial covenants under its Senior Secured Term Loan 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 December 31, 2022 (the last day of the fiscal year following the fifth anniversary of the initial public offering, or the “IPO”), or such earlier time that it is no longer an emerging growth company. The Company would cease to be an emerging growth company if it has more than $1.07 billion in annual revenue, has more than $700.0 million in market value of its stock held by non-affiliates, 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 reduced disclosure requirements for smaller reporting companies. Recently Issued Accounting Pronouncements In February 2016, the Financial Accounting Standards Board (“FASB”) issued its standard on lease accounting, Accounting Standards Update No. 2016-02, Leases (Topic 842) 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 Codification Improvements to Topic 842, Leases, Leases (Topic 842): Targeted Improvements, Leases (Topic 842): Codification Improvements Financial Instruments – Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates Revenue from Contracts with Customers (Topic 606) and Leases (Topic 842): Effective Dates for Certain Entities, 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. 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 ​ Recently Adopted Accounting Pronouncements In March 2020, the FASB issued Accounting Standards Update No. 2020-04 (“ASU 2020-04”), Reference Rate Reform Facilitation of the Effects of Reference Rate Reform on Financial Reporting

Inventories, Net

Inventories, Net	3 Months Ended
	Mar. 31, 2021
Inventories, Net
Inventories, Net	3. Inventories, Net Inventories, net consist of the following: ​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ December 31, ​ 2021 2020 ​ (In thousands) Fulfillment $ 2,927 ​ $ 3,366 Product 19,604 ​ 14,819 Inventories, net $ 22,531 ​ $ 18,185 ​ 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, 2021
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, ​ 2021 2020 ​ (In thousands) Insurance proceeds receivable $ 11,250 ​ $ 11,250 Prepaid insurance ​ 8,026 ​ ​ 7,092 Other current assets 6,040 ​ 5,309 Prepaid expenses and other current assets $ 25,316 ​ $ 23,651 ​ Estimated insurance proceeds recoveries related to accrued legal settlements in Accrued expenses and other current liabilities are reflected as assets in the Company’s Consolidated Balance Sheets when it is determined that the recovery of such amounts is probable, and the amount can be reasonably determined. See Note 10 for further discussion of the insurance proceeds receivable.

Restricted Cash

Restricted Cash	3 Months Ended
	Mar. 31, 2021
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, and as of March 31, 2020 and December 31, 2019, cash held in escrow related to a pending legal judgment that was returned to the Company in the second quarter of 2020 following final resolution of the case. 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, ​ 2021 2020 ​ (in thousands) Cash and cash equivalents $ 29,556 ​ $ 44,122 Restricted cash included in Prepaid expenses and other current assets ​ 536 ​ ​ 610 Restricted cash included in Other noncurrent assets ​ 1,110 ​ ​ 1,110 Total cash, cash equivalents, and restricted cash $ 31,202 ​ $ 45,842 ​ ​ ​ ​ ​ ​ ​ 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 ​

Property and Equipment, Net

Property and Equipment, Net	3 Months Ended
	Mar. 31, 2021
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, ​ ​ 2021 2020 ​ (In thousands) ​ Computer equipment $ 11,278 $ 11,110 Capitalized software ​ 21,711 ​ 21,318 Fulfillment equipment ​ 51,452 ​ 51,096 Furniture and fixtures ​ 3,408 ​ 3,408 Leasehold improvements ​ 33,136 ​ 32,969 Buildings (1) ​ 114,877 ​ ​ 114,877 ​ Construction in process ​ 1,987 ​ 1,442 Property and equipment, gross ​ 237,849 ​ 236,220 Less: accumulated depreciation and amortization ​ (116,631) ​ (111,012) Property and equipment, net $ 121,218 ​ $ 125,208 ​ (1) Buildings includes a build-to-suit lease arrangement in Linden, New Jersey where the Company is considered the owner for accounting purposes, and as of March 31, 2021 and December 31, 2020, contains $31.3 million of the capitalized fair value of the building, $80.8 million of costs incurred directly by the Company relating to this arrangement, and $2.8 million of capitalized interest for related construction projects. 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 “termination date”), the Company terminated the lease, effective immediately, for its Fairfield facility (the “Fairfield lease termination”). In connection with the Fairfield lease termination, the Company agreed to a termination fee in the amount of $1.5 million, recognized upon the termination date and paid 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 had been deemed to be the owner of this arrangement and followed build-to-suit accounting. Therefore, the Company had 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 during the first quarter of 2020. Impairment Charges on Long-Lived Assets In February 2020, the Company announced the 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. The Company concluded that this change in operations represented a triggering event with respect to its long-lived assets at the Arlington fulfillment center and therefore performed an impairment test in accordance with Accounting Standards Codification (“ASC 360”), Property, Plant, and Equipment In May 2020, the transition of production volume to the Linden and Richmond fulfillment centers was completed, with the Company’s Arlington fulfillment center equipment primarily having been relocated to the Company’s other fulfillment centers. The Company temporarily reopened its Arlington fulfillment center beginning in January 2021 to leverage existing assets to meet forecasted demand while continuing to implement operating efficiencies at its other fulfillment centers. In April 2021, the Company closed down the temporary Arlington fulfillment center, with all production volume consolidated at its other fulfillment centers. The closure of the Arlington fulfillment center after its temporary reopening did not have a material impact on the Company’s Consolidated Financial Statements. In addition, the Company has future non-cancelable minimum lease payments of approximately $1.7 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, 2021
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, ​ ​ 2021 2020 ​ (In thousands) ​ Accrued compensation $ 7,992 ​ $ 17,189 ​ Accrued credits and refunds reserve 1,474 ​ 1,547 ​ Accrued legal settlements ​ 11,250 ​ ​ 12,250 ​ Accrued marketing expenses ​ 2,812 ​ ​ 2,006 ​ Accrued shipping expenses 2,117 ​ 2,060 ​ Other current liabilities 8,006 ​ 6,580 ​ Accrued expenses and other current liabilities $ 33,651 ​ $ 41,632 ​ ​ Accrued legal settlements reflect contingencies for which the Company has concluded the loss is probable and reasonably estimable. The Company determined that insurance recovery was probable related to $11.3 million of a legal settlement and recognized the full recovery amount in Prepaid expenses and other current assets. See Note 10 for further discussion of the accrued legal settlements.

Deferred Revenue

Deferred Revenue	3 Months Ended
	Mar. 31, 2021
Deferred Revenue
Deferred Revenue	8. Deferred Revenue Deferred revenue consists of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ December 31, ​ 2021 ​ 2020 ​ (In thousands) ​ Cash received prior to fulfillment $ 4,773 ​ $ 1,550 ​ Gift cards, prepaid orders, and other ​ 2,464 ​ ​ 4,719 ​ Deferred revenue $ 7,237 ​ $ 6,269 ​ ​ Under ASC 606, Revenue from Contracts with Customers, Contractual liabilities included in Deferred revenue on the Consolidated Balance Sheets were $7.2 million and $6.3 million as of March 31, 2021 and December 31, 2020, respectively. During the three months ended March 31, 2021, the Company recognized $4.3 million to Net revenue from the Deferred revenue at December 31, 2020.

Debt

Debt	3 Months Ended
	Mar. 31, 2021
Debt
Debt	9. Debt In August 2016, the Company entered into the revolving credit facility with a maximum amount available to borrow of $150.0 million. The borrower under the revolving credit facility was the Company’s wholly-owned subsidiary, Blue Apron, LLC. Between 2017 and 2020, the Company amended and refinanced the revolving credit facility to, among other things, reduce the aggregate lender commitments to $55.0 million and extend the final maturity date to August 26, 2021. On October 16, 2020 (the “effective date”), the Company entered into a financing agreement which provided for the 2020 Term Loan. The proceeds of the 2020 Term Loan were used, together with cash on hand, to repay in full the outstanding indebtedness of $43.8 million under the revolving credit facility, and to pay fees and expenses in connection with the transactions contemplated by the 2020 Term Loan. The Company terminated the revolving credit facility effective as of the closing of the 2020 Term Loan. In May 2021, the Company amended its 2020 Term Loan to amend certain provisions and to provide for a new $5.0 million term loan. See Note 2 for further discussion of this Amendment and the 2021 Term Loan. As of March 31, 2021, the 2020 Term Loan bore interest at a rate equal to LIBOR (subject to a 1.50% floor) plus 8.00% per annum. The principal amount of the 2020 Term Loan is repayable in equal quarterly installments of $875,000 through December 31, 2022, with the remaining unpaid principal amount of the 2020 Term Loan repayable on March 31, 2023. The Company is also obligated under the 2020 Term Loan to pay customary fees, including an anniversary fee equal to 1.00% of the average daily principal amount of the 2020 Term Loan outstanding over the past 12 months. In connection with entering into the financing agreement that provided for the 2020 Term Loan, the Company incurred and capitalized $2.1 million in deferred financing costs in Long-term debt, which are being amortized using the effective interest method over the remaining term. The following table summarizes the presentation of the Company’s debt balances in the Consolidated Balance Sheets as of the dates indicated below: ​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ December 31, ​ 2021 2020 ​ (In thousands) Senior secured term loan ​ 33,250 ​ ​ 34,125 Deferred financing costs, net ​ (1,663) ​ ​ (1,878) Total debt outstanding, net of debt issuance costs ​ 31,587 ​ ​ 32,247 Less: current portion of long-term debt ​ 3,500 ​ ​ 3,500 Long-term debt $ 28,087 ​ $ 28,747 ​ The borrower under the 2020 Term Loan is the Company’s wholly-owned subsidiary, Blue Apron, LLC. The obligations under the 2020 Term Loan are guaranteed by Blue Apron Holdings, Inc. and its subsidiaries other than the borrower, and secured by substantially all of the assets of the borrower and the guarantors. The 2020 Term Loan 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. The Company will be required to make mandatory prepayments under certain circumstances, and will have the option to make prepayments under the 2020 Term Loan subject to certain prepayment premiums through the first anniversary of the effective date. Non-compliance with the covenants under the 2020 Term Loan would result in an event of default upon which the lender could declare all outstanding principal and interest to be due and payable immediately and foreclose against the assets securing the borrowings. On March 18, 2021, the Company’s aggregate liquidity balance, as calculated under the terms of the 2020 Term Loan, fell below the required $20.0 million balance, giving rise to an event of default in respect of the 2020 Term Loan. The Company’s aggregate liquidity balance returned to an amount in excess of $20.0 million the following day, and the agent and the lenders waived the event of default on March 30, 2021. As of March 31, 2021, the Company was in compliance with all of the covenants under the 2020 Term Loan. Facility Financing Obligation As of March 31, 2021 and December 31, 2020, the Company had a facility financing obligation of $35.9 million and $36.0 million, respectively, related to the leased facility in Linden under the build-to-suit accounting guidance.

Commitments and Contingencies

Commitments and Contingencies	3 Months Ended
	Mar. 31, 2021
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. The Company is subject to a consolidated putative class action lawsuit in the U.S. District Court for the Eastern District of New York alleging federal securities law violations in connection with the Company’s 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. On August 11, 2020, the parties held a mediation after which they entered into a memorandum of understanding on August 14, 2020 regarding a proposed settlement. Discovery has been stayed since August 14, 2020. The Company entered into a stipulation and agreement of settlement to resolve the class action litigation on October 28, 2020, which was subsequently amended on November 12, 2020. Under the terms of the settlement, a payment of $13.3 million is to be made by the Company and/or its insurers in exchange for the release of claims against the defendants and other released parties by the lead plaintiff and all settlement class members and for the dismissal of the action with prejudice. The court granted preliminary approval of the settlement on February 1, 2021 and the Company has paid approximately $1.0 million of the settlement amount into escrow, with the remaining $11.3 million balance of the settlement to be funded by the Company’s insurers. The Company’s contribution to the settlement represents the portion of its insurance retention amount, less the $1.0 million which had been paid by the Company as of December 31, 2020 to cover legal fees relating to this case and the related cases described below, as well as the settlement of the state court action described below. The court has scheduled a hearing for the final approval of settlement for May 10, 2021. If the court does not grant final approval of the settlement, the cases will continue. The Company is also subject to a putative class action lawsuit alleging federal securities law violations in connection with the IPO, which is substantially similar to the above-referenced federal court action. The action is currently pending in the New York Supreme Court. The Company was subject to another state court action that was originally filed in the New York Supreme Court, but was voluntarily dismissed by plaintiffs on September 15, 2020 and subsequently re-filed in the U.S. District Court for the Eastern District of New York on October 2, 2020. On December 2, 2020, the Company settled this lawsuit, which did not have a material impact on the Company’s Consolidated Financial Statements. 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 June 2020, certain of the Company’s current and former officers and directors were named as defendants in a shareholder derivative action filed in the Eastern District of New York, captioned Jeffrey Peters v. Matthew B. Salzberg, et al., 1:20-cv-02627. The complaint seeks contribution from the officer and director defendants for any damages that the Company may incur as a result of the above-referenced class action lawsuit, attorneys’ fees, and other costs, as well as an order directing the Company to reform and improve its corporate governance and internal procedures to comply with applicable laws. On September 11, 2020, this case was stayed pending resolution of the federal securities case. The Company is unable to provide any assurances as to the ultimate outcome of this lawsuit or that an adverse resolution of this lawsuit would not have a material adverse effect on the Company’s consolidated financial position or results of operations. 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.

Share-based Compensation

Share-based Compensation	3 Months Ended
	Mar. 31, 2021
Share-based Compensation
Share-based Compensation	11. Share-based Compensation The Company recognized share-based compensation for share-based awards in Cost of goods sold, excluding depreciation and amortization, and Product, technology, general and administrative expenses as follows: ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ March 31, ​ 2021 2020 ​ (In thousands) Cost of goods sold, excluding depreciation and amortization $ 16 ​ $ 30 Product, technology, general and administrative ​ 2,303 ​ ​ 2,210 Total share-based compensation $ 2,319 ​ $ 2,240 ​

Earnings per Share

Earnings per Share	3 Months Ended
	Mar. 31, 2021
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 and restricted stock units. 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 common stock, Class B common stock, and Class C capital stock are substantially the same, other than voting rights. For the three months ended March 31, 2021 and 2020, the Company did not have any outstanding shares of Class C capital stock. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended March 31, ​ 2021 ​ 2020 ​ Class A Class B ​ Class A ​ Class B (In thousands, except share and per-share data) ​ ​ ​ ​ Numerator: ​ ​ ​ ​ ​ ​ ​ ​ Net income (loss) attributable to common stockholders $ (12,707) ​ $ (3,014) ​ $ (13,363) ​ $ (6,782) Denominator: ​ ​ ​ ​ ​ ​ ​ Weighted-average shares used to compute net income (loss) per share attributable to common stockholders—basic 14,500,335 ​ 3,439,347 ​ 8,826,116 ​ 4,479,689 Effect of dilutive securities — ​ — ​ — ​ — Weighted-average shares used to compute net income (loss) per share attributable to common stockholders—diluted 14,500,335 ​ 3,439,347 ​ 8,826,116 ​ 4,479,689 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income (loss) per share attributable to common stockholders—basic (1) $ (0.88) ​ $ (0.88) ​ $ (1.51) ​ $ (1.51) Net income (loss) per share attributable to common stockholders—diluted (1) $ (0.88) ​ $ (0.88) ​ $ (1.51) ​ $ (1.51) ​ (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, ​ ​ 2021 ​ 2020 ​ Class A Class B Class A Class B Stock options ​ — ​ 51,897 ​ 22,529 ​ 184,350 Restricted stock units ​ 1,994,341 ​ — ​ 1,682,990 ​ — Total anti-dilutive securities ​ 1,994,341 ​ 51,897 ​ 1,705,519 ​ 184,350 ​

Fair Value of Financial Instrum

Fair Value of Financial Instruments	3 Months Ended
	Mar. 31, 2021
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, 2021 and December 31, 2020 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, 2021 ​ Level 1 Level 2 Level 3 Total ​ ​ (In thousands) Financial Assets: ​ ​ ​ ​ Money market accounts ​ $ 2,635 ​ $ — ​ $ — ​ $ 2,635 Total financial assets ​ $ 2,635 ​ $ — ​ $ — ​ $ 2,635 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2020 ​ Level 1 Level 2 Level 3 Total ​ ​ (In thousands) Financial Assets: ​ ​ ​ ​ Money market accounts ​ $ 42,408 ​ $ — ​ $ — ​ $ 42,408 Total financial assets ​ $ 42,408 ​ $ — ​ $ — ​ $ 42,408 ​ As of March 31, 2021 and December 31, 2020, the Company has $2.6 million and $42.4 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. As of March 31, 2021 and December 31, 2020, 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, 2021
Restructuring Costs
Restructuring Costs	14. Restructuring Costs In February 2020, the Company announced the 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, which was completed in May 2020, the Company recorded $0.8 million in total restructuring costs in Other operating expense during the first half of 2020, substantially all of which resulted in cash expenditures. During the three months ended March 31, 2020, the Company recorded $0.7 million in restructuring costs, including $0.6 million of employee-related expenses, primarily consisting of severance payments, and $0.1 million of other exit costs. In addition, the Company recorded non-cash impairment charges of $7.6 million during the first half of 2020, of which $7.4 million were recorded in the three months ended March 31, 2020, primarily consisting of leasehold improvements and equipment. See Note 6 for further discussion of the impairment charges. The Company temporarily reopened its Arlington fulfillment center beginning in January 2021 to leverage existing assets to meet forecasted demand while continuing to implement operating efficiencies at its other fulfillment centers. In April 2021, the Company closed down the temporary Arlington fulfillment center, with all production volume consolidated at its other fulfillment centers. The closure of the Arlington fulfillment center after its temporary reopening did not have a material impact on the Company’s Consolidated Financial Statements.

Subsequent Events

Subsequent Events	3 Months Ended
	Mar. 31, 2021
Subsequent Events
Subsequent Events	15. Subsequent Events On May 5, 2021, the Company amended the financing agreement relating to the 2020 Term Loan to amend certain provisions and to provide for a new $5.0 million term loan. See Note 2 for further discussion of this Amendment and the 2021 Term Loan.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	3 Months Ended
	Mar. 31, 2021
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, 2021 and December 31, 2020, results of operations for the three months ended March 31, 2021 and 2020, and cash flows for the three months ended March 31, 2021 and 2020. 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, 2020 included in the Company’s Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 23, 2021 (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, 2021, the Company had cash and cash equivalents of $29.6 million and total outstanding debt of $31.6 million, net of unamortized debt issuance costs, of which $28.1 million is classified as long-term debt and $3.5 million is classified as the current portion of long-term debt. On October 16, 2020, the Company entered into a financing agreement which provides for a senior secured term loan in the aggregate principal amount of $35.0 million that matures in March 2023 (the “2020 Term Loan”). The proceeds of the 2020 Term Loan were used, together with cash on hand, to repay in full the outstanding indebtedness under the revolving credit facility and to pay fees and expenses in connection with the transactions contemplated by the 2020 Term Loan. The Company terminated the revolving credit facility effective as of the closing of the 2020 Term Loan. As of March 31, 2021, the 2020 Term Loan bore interest at a rate equal to LIBOR (subject to a 1.50% floor) plus 8.00% per annum. The principal amount of the 2020 Term Loan is repayable in equal quarterly installments of $875,000 through December 31, 2022, with the remaining unpaid principal amount of the 2020 Term Loan repayable on March 31, 2023. The 2020 Term Loan and the 2021 Term Loan (defined below)(together, the “Senior Secured Term Loan”) contain restrictive covenants, financial covenants, and affirmative and financial reporting covenants restricting the Company and the Company’s subsidiaries’ activities. As of March 31, 2021, the financial covenants in the 2020 Term Loan include a requirement to maintain a minimum aggregate liquidity balance of $20.0 million at all times and a minimum subscription count (defined in the Senior Secured Term Loan as the number of all active customers on the Company’s internal account list) of 300,000 on any determination date occurring between the effective date and December 31, 2021, and 320,000 on any determination date occurring thereafter. On March 18, 2021, the Company’s aggregate liquidity balance, as calculated under the terms of the 2020 Term Loan, fell below the required $20.0 million balance, giving rise to an event of default in respect of the 2020 Term Loan. The Company’s aggregate liquidity balance returned to an amount in excess of $20.0 million the following day, and the agent and the lenders waived the event of default on March 30, 2021. As of March 31, 2021, the Company was in compliance with all of the covenants under the 2020 Term Loan. On May 5, 2021 (the “Closing Date”), the Company amended the financing agreement relating to the 2020 Term Loan (the “Amendment”). Among other things, the Amendment: (i) provides a new $5.0 million term loan (the “2021 Term Loan”), which bears interest at a rate equal to LIBOR (subject to a 1.50% floor) plus 10.00% per annum and matures at the same time as the 2020 Term Loan, on March 31, 2023. The 2021 Term Loan is prepayable and does not require periodic principal payments; (ii) increases the interest rate margin on the 2020 Term Loan by 1.00% per annum, resulting in the 2020 Term Loan bearing interest, from and after the Closing Date, at a rate equal to LIBOR (subject to a 1.50% floor) plus 9.00% per annum; (iii) waives the requirement that the borrower prepay the 2020 Term Loan with 50% of the proceeds of equity issuances, provided that the waiver will expire upon the earlier of (i) such time as the cumulative net proceeds from equity issuances of the borrower otherwise requiring such prepayment exceed $30.0 million (calculated net of the prepayment of the 2021 Term Loan described below) or (ii) 60 days after the Closing Date; (iv) requires that the borrower prepay the 2021 Term Loan with 100% of the proceeds of equity issuances (in addition to the other mandatory prepayment provisions applicable to the 2020 Term Loan, which also apply to the 2021 Term Loan); (v) reduces the minimum liquidity covenant from $20.0 million at all times to $15.0 million at all times until the earlier of (i) May 15, 2022, and (ii) the date on which the 2021 Term Loan and all accrued and unpaid interest thereon is repaid in full (the “Covenant Reset Date”); and (vi) charges a $1.0 million closing fee, which (i) was capitalized on the Closing Date as additional indebtedness under the 2021 Term Loan, (ii) bears interest at the same rate as the 2021 Term Loan, and (iii) 50% of which will be forgiven if the 2021 Term Loan (inclusive of the other 50% of the closing fee) is repaid within 60 days after the Closing Date. The proceeds of the 2021 Term Loan will be held in an escrow account for the benefit of the agent and the proceeds of the 2021 Term Loan will qualify as qualified cash for purposes of the minimum liquidity covenant, such that, in combination, the funding of the 2021 Term Loan and the reduction in the minimum liquidity covenant will provide the Company with an aggregate of $10.0 million in additional flexibility in respect of the minimum liquidity covenant until the Covenant Reset Date. The agent shall not be permitted to remove funds from the escrow account except (i) upon maturity of the 2021 Term Loan, (ii) an event of default that has not been waived or cured, or (iii) upon repayment of the 2021 Term Loan. In the event that the lender withdraws funds from the escrow for any reason, those funds must be applied to repay the 2021 Term Loan or be paid to the Company. In connection with the Amendment, the Company agreed to grant warrants (the “Warrants”) to the Lenders. Under the terms of the Amendment, so long as the 2020 Term Loan or 2021 Term Loan remain outstanding, on the first day of each quarter beginning on or after July 1, 2021, the Company will issue a Warrant to the Lenders to purchase at an exercise price of $0.01 per share such number of shares of Class A common stock of the Company as equals 0.50% of the then outstanding fully-diluted shares of Common Stock of the Company. The number of shares issuable upon exercise of each Warrant is subject to increase each time the Company issues or sells any shares of Common Stock, Common Stock equivalents, options, or convertible securities for a consideration per share (including upon exercise, exchange, or conversion) of less than the fair market value per share of the Class A common stock as of the Closing Date. The Warrants will expire five years after the applicable issuance date and will be exercisable on a cash basis or, at the election of the holder, on a cashless basis. The Company has a history of net losses and negative operating cash flows. In addition, the Company has experienced significant negative trends in its net revenue. While year-over-year trends in net revenue, net losses and operating cash flows have improved during the three months ended March 31, 2021, that improvement is, in part, due to changes in consumer behaviors as a result of the COVID-19 pandemic, and by the continued execution of the Company’s growth strategy. These positive trends on the Company’s operating results may not continue at current levels, and could decline in future periods as COVID-19 restrictions begin to be lifted and as vaccines become more widely available throughout the United States or if the Company is unable to continue to sustain the revenue growth resulting from its growth strategy. The Company is continuing to pursue its growth strategy to drive customer and revenue growth through product innovation. The Company’s ability, including the timing and extent, to successfully execute its growth strategy is inherently uncertain and is dependent on continued sufficiency of cash resources, and its ability 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 growth strategy, manage liquidity and/or to cost effectively attract new customers and retain existing customers, the Company may not be able to maintain compliance with the minimum liquidity and minimum subscription count covenants which may result in an event of default under the Company’s Senior Secured Term Loan. 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 Senior Secured Term Loan 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. If the Company is unable to sufficiently execute its growth strategy, it believes it has plans to effectively manage liquidity and customer acquisition and retention in order to maintain compliance with its debt covenants. This includes implementing operational process driven changes to more cost-effectively source the products the Company offers, potential significant expense reductions in areas identified by the Company in product, technology, general and administrative costs and capital expenditures to achieve savings and reinvest in the business. This further includes modifying and balancing its marketing investments, as needed, to maintain the minimum subscription covenant, while also maintaining sufficient cash to meet the minimum liquidity covenant. A significant portion of the Company’s costs are discretionary in nature and, if needed, the Company has the ability to reduce or delay spending in order to reduce expenses and improve liquidity. While reductions in spending, particularly in marketing and capital expenditures, may negatively impact net revenue, the Company plans to execute such reductions to the extent needed to comply with its debt covenants. The Company has previously demonstrated an ability to implement various cost reduction initiatives, including workforce reductions and other cost optimizing initiatives. As a result of these initiatives, the Company’s year-over-year product, technology, general and administrative expenses, as a percentage of net revenue, were reduced by approximately 540 basis points in the three months ended March 31, 2021. Based on the current facts and circumstances, the additional financial flexibility provided through the Amendment discussed above, the Company’s financial planning process, and its historical ability to implement cost reductions and adjust marketing strategies, the Company believes it is probable it can effectively manage liquidity and subscription count in order to maintain compliance with the financial covenants under its Senior Secured Term Loan 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 December 31, 2022 (the last day of the fiscal year following the fifth anniversary of the initial public offering, or the “IPO”), or such earlier time that it is no longer an emerging growth company. The Company would cease to be an emerging growth company if it has more than $1.07 billion in annual revenue, has more than $700.0 million in market value of its stock held by non-affiliates, 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 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 standard on lease accounting, Accounting Standards Update No. 2016-02, Leases (Topic 842) 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 Codification Improvements to Topic 842, Leases, Leases (Topic 842): Targeted Improvements, Leases (Topic 842): Codification Improvements Financial Instruments – Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates Revenue from Contracts with Customers (Topic 606) and Leases (Topic 842): Effective Dates for Certain Entities, 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. 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 ​ Recently Adopted Accounting Pronouncements In March 2020, the FASB issued Accounting Standards Update No. 2020-04 (“ASU 2020-04”), Reference Rate Reform Facilitation of the Effects of Reference Rate Reform on Financial Reporting

Inventories, Net (Tables)

Inventories, Net (Tables)	3 Months Ended
	Mar. 31, 2021
Inventories, Net
Summary of inventories, net	​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ December 31, ​ 2021 2020 ​ (In thousands) Fulfillment $ 2,927 ​ $ 3,366 Product 19,604 ​ 14,819 Inventories, net $ 22,531 ​ $ 18,185

Prepaid Expenses and Other Cu_2

Prepaid Expenses and Other Current Assets (Tables)	3 Months Ended
	Mar. 31, 2021
Prepaid Expenses and Other Current Assets
Summary of prepaid expenses and other current assets	​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ December 31, ​ 2021 2020 ​ (In thousands) Insurance proceeds receivable $ 11,250 ​ $ 11,250 Prepaid insurance ​ 8,026 ​ ​ 7,092 Other current assets 6,040 ​ 5,309 Prepaid expenses and other current assets $ 25,316 ​ $ 23,651

Restricted Cash (Tables)

Restricted Cash (Tables)	3 Months Ended
	Mar. 31, 2021
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, ​ 2021 2020 ​ (in thousands) Cash and cash equivalents $ 29,556 ​ $ 44,122 Restricted cash included in Prepaid expenses and other current assets ​ 536 ​ ​ 610 Restricted cash included in Other noncurrent assets ​ 1,110 ​ ​ 1,110 Total cash, cash equivalents, and restricted cash $ 31,202 ​ $ 45,842 ​ ​ ​ ​ ​ ​ ​ 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

Property and Equipment, Net (Ta

Property and Equipment, Net (Tables)	3 Months Ended
	Mar. 31, 2021
Property and Equipment, Net
Summary of property and equipment	​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ December 31, ​ ​ 2021 2020 ​ (In thousands) ​ Computer equipment $ 11,278 $ 11,110 Capitalized software ​ 21,711 ​ 21,318 Fulfillment equipment ​ 51,452 ​ 51,096 Furniture and fixtures ​ 3,408 ​ 3,408 Leasehold improvements ​ 33,136 ​ 32,969 Buildings (1) ​ 114,877 ​ ​ 114,877 ​ Construction in process ​ 1,987 ​ 1,442 Property and equipment, gross ​ 237,849 ​ 236,220 Less: accumulated depreciation and amortization ​ (116,631) ​ (111,012) Property and equipment, net $ 121,218 ​ $ 125,208 ​ (1) Buildings includes a build-to-suit lease arrangement in Linden, New Jersey where the Company is considered the owner for accounting purposes, and as of March 31, 2021 and December 31, 2020, contains $31.3 million of the capitalized fair value of the building, $80.8 million of costs incurred directly by the Company relating to this arrangement, and $2.8 million of capitalized interest for related construction projects.

Accrued Expenses and Other Cu_2

Accrued Expenses and Other Current Liabilities (Tables)	3 Months Ended
	Mar. 31, 2021
Accrued Expenses and Other Current Liabilities
Summary of accrued expenses and other current liabilities	​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ December 31, ​ ​ 2021 2020 ​ (In thousands) ​ Accrued compensation $ 7,992 ​ $ 17,189 ​ Accrued credits and refunds reserve 1,474 ​ 1,547 ​ Accrued legal settlements ​ 11,250 ​ ​ 12,250 ​ Accrued marketing expenses ​ 2,812 ​ ​ 2,006 ​ Accrued shipping expenses 2,117 ​ 2,060 ​ Other current liabilities 8,006 ​ 6,580 ​ Accrued expenses and other current liabilities $ 33,651 ​ $ 41,632 ​

Deferred Revenue (Tables)

Deferred Revenue (Tables)	3 Months Ended
	Mar. 31, 2021
Deferred Revenue
Summary of deferred revenue	​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ December 31, ​ 2021 ​ 2020 ​ (In thousands) ​ Cash received prior to fulfillment $ 4,773 ​ $ 1,550 ​ Gift cards, prepaid orders, and other ​ 2,464 ​ ​ 4,719 ​ Deferred revenue $ 7,237 ​ $ 6,269 ​

Debt (Tables)

Debt (Tables)	3 Months Ended
	Mar. 31, 2021
Debt
Summary of presentation of debt balances	​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ December 31, ​ 2021 2020 ​ (In thousands) Senior secured term loan ​ 33,250 ​ ​ 34,125 Deferred financing costs, net ​ (1,663) ​ ​ (1,878) Total debt outstanding, net of debt issuance costs ​ 31,587 ​ ​ 32,247 Less: current portion of long-term debt ​ 3,500 ​ ​ 3,500 Long-term debt $ 28,087 ​ $ 28,747

Share-based Compensation (Table

Share-based Compensation (Tables)	3 Months Ended
	Mar. 31, 2021
Share-based Compensation
Schedule of Share-based Compensation Cost	​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ March 31, ​ 2021 2020 ​ (In thousands) Cost of goods sold, excluding depreciation and amortization $ 16 ​ $ 30 Product, technology, general and administrative ​ 2,303 ​ ​ 2,210 Total share-based compensation $ 2,319 ​ $ 2,240

Earnings per Share (Tables)

Earnings per Share (Tables)	3 Months Ended
	Mar. 31, 2021
Earnings per Share
Schedule of earnings per share	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended March 31, ​ 2021 ​ 2020 ​ Class A Class B ​ Class A ​ Class B (In thousands, except share and per-share data) ​ ​ ​ ​ Numerator: ​ ​ ​ ​ ​ ​ ​ ​ Net income (loss) attributable to common stockholders $ (12,707) ​ $ (3,014) ​ $ (13,363) ​ $ (6,782) Denominator: ​ ​ ​ ​ ​ ​ ​ Weighted-average shares used to compute net income (loss) per share attributable to common stockholders—basic 14,500,335 ​ 3,439,347 ​ 8,826,116 ​ 4,479,689 Effect of dilutive securities — ​ — ​ — ​ — Weighted-average shares used to compute net income (loss) per share attributable to common stockholders—diluted 14,500,335 ​ 3,439,347 ​ 8,826,116 ​ 4,479,689 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income (loss) per share attributable to common stockholders—basic (1) $ (0.88) ​ $ (0.88) ​ $ (1.51) ​ $ (1.51) Net income (loss) per share attributable to common stockholders—diluted (1) $ (0.88) ​ $ (0.88) ​ $ (1.51) ​ $ (1.51) ​ (1) Net income (loss) per share attributable to common stockholders — basic and net income (loss) per share attributable to common stockholders — diluted may not recalculate due to rounding.
Summary of shares that are excluded from the computation of diluted net income (loss) per share attributable to common stockholders as their effect would have been antidilutive	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended March 31, ​ ​ 2021 ​ 2020 ​ Class A Class B Class A Class B Stock options ​ — ​ 51,897 ​ 22,529 ​ 184,350 Restricted stock units ​ 1,994,341 ​ — ​ 1,682,990 ​ — Total anti-dilutive securities ​ 1,994,341 ​ 51,897 ​ 1,705,519 ​ 184,350

Fair Value of Financial Instr_2

Fair Value of Financial Instruments (Tables)	3 Months Ended
	Mar. 31, 2021
Fair Value Measurements
Schedule of assets measured on a recurring basis	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, 2021 ​ Level 1 Level 2 Level 3 Total ​ ​ (In thousands) Financial Assets: ​ ​ ​ ​ Money market accounts ​ $ 2,635 ​ $ — ​ $ — ​ $ 2,635 Total financial assets ​ $ 2,635 ​ $ — ​ $ — ​ $ 2,635 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2020 ​ Level 1 Level 2 Level 3 Total ​ ​ (In thousands) Financial Assets: ​ ​ ​ ​ Money market accounts ​ $ 42,408 ​ $ — ​ $ — ​ $ 42,408 Total financial assets ​ $ 42,408 ​ $ — ​ $ — ​ $ 42,408

Summary of Significant Accoun_3

Summary of Significant Accounting Policies - Liquidity (Details)	May 05, 2021USD ($)$ / shares	Oct. 16, 2020USD ($)	Mar. 31, 2021USD ($)item	Mar. 19, 2021USD ($)	Mar. 18, 2021USD ($)	Dec. 31, 2020USD ($)	Mar. 31, 2020USD ($)	Dec. 31, 2019USD ($)
Significant Accounting Policies [Line Items]
Cash and cash equivalents			$ 29,556,000			$ 44,122,000	$ 29,505,000	$ 43,531,000
Long-term debt			31,587,000			32,247,000
Current portion of long-term debt			3,500,000			3,500,000
Long-term debt			28,087,000			$ 28,747,000
Repayment of revolving credit facility		$ 43,800,000
Repayment of outstanding debt			$ 875,000
Reduction in product, technology, general and administrative expenses, as a percent			5.40%
Term Loan Due In 2023 [Member]
Significant Accounting Policies [Line Items]
Face value of debt			$ 35,000,000
Interest rate (as a percent)			8.00%
Quarterly principal payment amount			$ 875,000
Current portion of long-term debt			3,500,000
Long-term debt, non-current portion, before debt issuance costs			28,100,000
Minimum liquidity balance			$ 20,000,000
Minimum subscription count, initial period | item			300,000
Minimum subscription count, subsequent period | item			320,000
Prepayment required, as percentage of equity issuances			50.00%
Term Loan Due In 2023 [Member] | Minimum
Significant Accounting Policies [Line Items]
Actual liquidity balance				$ 20,000,000
Term Loan Due In 2023 [Member] | Maximum
Significant Accounting Policies [Line Items]
Actual liquidity balance					$ 20,000,000
LIBOR | Term Loan Due In 2023 [Member] | Minimum
Significant Accounting Policies [Line Items]
Margin added to variable rate (as a percent)			1.50%
Subsequent Event | Term Loan Due In 2023 [Member]
Significant Accounting Policies [Line Items]
Interest rate (as a percent)	9.00%
Increase in interest rate (as a percent)	1.00%
Subsequent Event | Term Loan 2021 Due In 2023 [Member]
Significant Accounting Policies [Line Items]
Face value of debt	$ 5,000,000
Interest rate (as a percent)	10.00%
Minimum liquidity balance, initial period	$ 15,000,000
Prepayment required, as percentage of equity issuances	100.00%
Equity issuance triggering prepayment requirement	$ 30,000,000
Equity issuance period	60 days
Closing fee	$ 1,000,000
Closing costs subject to forgiveness (as a percent)	50.00%
Closing cost forgiveness period	60 days
Warrant exercise price (in dollars per share) | $ / shares	$ 0.01
Warrant term	5 years
Equity subject to warrant exercise (as a percent)	0.50%
Debt amendment, additional flexibility	$ 10,000,000
Subsequent Event | LIBOR | Term Loan Due In 2023 [Member] | Minimum
Significant Accounting Policies [Line Items]
Margin added to variable rate (as a percent)	1.50%
Subsequent Event | LIBOR | Term Loan 2021 Due In 2023 [Member] | Minimum
Significant Accounting Policies [Line Items]
Margin added to variable rate (as a percent)	1.50%

Inventories, Net (Details)

Inventories, Net (Details) - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020
Inventories, Net
Fulfillment	$ 2,927	$ 3,366
Product	19,604	14,819
Inventories, net	$ 22,531	$ 18,185

Prepaid Expenses and Other Cu_3

Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020
Prepaid Expenses and Other Current Assets
Insurance proceeds receivable	$ 11,250	$ 11,250
Prepaid insurance	8,026	7,092
Other current assets	6,040	5,309
Prepaid expenses and other current assets	$ 25,316	$ 23,651

Restricted Cash (Details)

Restricted Cash (Details) - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020	Mar. 31, 2020	Dec. 31, 2019
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents [Abstract]
Cash and cash equivalents	$ 29,556	$ 44,122	$ 29,505	$ 43,531
Restricted Cash and Cash Equivalents, Current	$ 536	$ 610	$ 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	$ 1,110	$ 1,110	$ 1,349	$ 2,912
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	$ 31,202	$ 45,842	$ 32,696	$ 46,443

Property and Equipment, Net (De

Property and Equipment, Net (Details) - USD ($) $ in Thousands	Mar. 30, 2020	Mar. 31, 2021	Jun. 30, 2020	Mar. 31, 2020	Jun. 30, 2020	Dec. 31, 2020	Feb. 29, 2020
Property and equipment, net
Computer equipment		$ 11,278				$ 11,110
Capitalized software		21,711				21,318
Fulfillment equipment		51,452				51,096
Furniture and fixtures		3,408				3,408
Leasehold improvements		33,136				32,969
Buildings		114,877				114,877
Construction in process		1,987				1,442
Property and equipment, gross		237,849				236,220
Less: accumulated depreciation and amortization		(116,631)				(111,012)
Property and equipment, net		121,218				125,208
Build-to-suit lease financings included in Buildings	$ 31,100	31,300				31,300
Cost incurred to date		80,800				80,800
Depreciation and amortization of property and equipment		5,620		$ 6,753
Capitalized interest to date		2,800				2,800
Gain (loss) on lease termination	(1,500)			4,900
Total non-cancelable minimum lease payments, pre adoption	32,900
Facility financing obligation	35,700	35,944				$ 35,957
Deferred rent	$ 1,800
Loss on impairment				7,448
Arlington Fulfillment Center [Member]
Property and equipment, net
Property and equipment, net							$ 11,500
Fair value of long-lived assets							$ 4,100
Loss on impairment			$ 200	$ 7,400	$ 7,600
Total non-cancelable minimum lease payments		$ 1,700

Accrued Expenses and Other Cu_3

Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020
Accrued expenses and other current liabilities
Accrued compensation	$ 7,992	$ 17,189
Accrued credits and refunds reserve	1,474	1,547
Accrued legal settlements	11,250	12,250
Accrued marketing expenses	2,812	2,006
Accrued shipping expenses	2,117	2,060
Other current liabilities	8,006	6,580
Accrued expenses and other current liabilities	33,651	41,632
Insurance proceeds receivable	$ 11,250	$ 11,250

Deferred Revenue (Details)

Deferred Revenue (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2021USD ($)item	Dec. 31, 2020USD ($)
Deferred Revenue
Cash received prior to fulfillment	$ 4,773	$ 1,550
Gift cards, prepaid orders, and other	2,464	4,719
Deferred revenue	7,237	$ 6,269
Deferred revenue recognized during the period	$ 4,300
Number of types of contractual liabilities | item	2

Debt (Details)

Debt (Details) - USD ($)	May 05, 2021	Oct. 16, 2020	Mar. 31, 2021	Aug. 31, 2016
Debt instruments
Maximum borrowing capacity, line of credit		$ 55,000,000		$ 150,000,000
Repayment of revolving credit facility		$ 43,800,000
Term Loan Due In 2023 [Member]
Debt instruments
Face value of debt			$ 35,000,000
Interest rate (as a percent)			8.00%
Quarterly principal payment amount			$ 875,000
Anniversary fee (as a percent)			1.00%
Term Loan Due In 2023 [Member] | Subsequent Event
Debt instruments
Interest rate (as a percent)	9.00%
Term Loan Due In 2023 [Member] | LIBOR | Minimum
Debt instruments
Margin added to variable rate (as a percent)			1.50%
Term Loan Due In 2023 [Member] | LIBOR | Minimum | Subsequent Event
Debt instruments
Margin added to variable rate (as a percent)	1.50%
Term Loan 2021 Due In 2023 [Member] | Subsequent Event
Debt instruments
Face value of debt	$ 5,000,000
Interest rate (as a percent)	10.00%
Term Loan 2021 Due In 2023 [Member] | LIBOR | Minimum | Subsequent Event
Debt instruments
Margin added to variable rate (as a percent)	1.50%

Debt - Components, covenants, f

Debt - Components, covenants, facility financing obligation (Details) $ in Thousands	Oct. 16, 2020USD ($)	Mar. 31, 2021USD ($)item	Mar. 19, 2021USD ($)	Mar. 18, 2021USD ($)	Dec. 31, 2020USD ($)	Mar. 30, 2020USD ($)
Debt instruments
Senior secured term loan		$ 33,250			$ 34,125
Deferred financing costs, net		(1,663)			(1,878)
Total debt outstanding, net of debt issuance costs		31,587			32,247
Current portion of long-term debt		3,500			3,500
Long-term debt		28,087			28,747
Facility financing obligation		35,944			$ 35,957	$ 35,700
Term Loan Due In 2023 [Member]
Debt instruments
Incurred deferred financing costs	$ 2,100
Current portion of long-term debt		3,500
Minimum liquidity balance		$ 20,000
Minimum subscription count, initial period | item		300,000
Minimum subscription count, subsequent period | item		320,000
Term Loan Due In 2023 [Member] | Maximum
Debt instruments
Actual liquidity balance				$ 20,000
Term Loan Due In 2023 [Member] | Minimum
Debt instruments
Actual liquidity balance			$ 20,000

Commitments and Contingencies -

Commitments and Contingencies - Legal Proceedings (Details) - Class Action Suit Alleging Federal Securities Law Violations In Connection With IPO [Member] - USD ($) $ in Millions	Oct. 28, 2020	Mar. 31, 2021	Dec. 31, 2020
Loss Contingencies [Line Items]
Settlement amount	$ 13.3
Settlement, portion covered by insurance	$11.3
Payments to settle litigation cases		$ 1	$ 1

Share-based Compensation - Expe

Share-based Compensation - Expense and Assumptions (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation recognized	$ 2,319	$ 2,240
Product, technology, general and administrative
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation recognized	2,303	2,210
Cost of goods sold
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation recognized	$ 16	$ 30

Earnings per Share (Details)

Earnings per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020	Dec. 31, 2020
Numerator:
Net income (loss)	$ (15,721)	$ (20,145)
Denominator:
Weighted-average shares used to compute net income (loss) per share attributable to common stockholders-basic	17,939,682	13,305,805
Weighted average diluted shares outstanding (in shares)	17,939,682	13,305,805
Net income (loss) per share attributable to common stockholders-basic	$ (0.88)	$ (1.51)
Net income (loss) per share attributable to common stockholders-diluted	$ (0.88)	$ (1.51)
Class A
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items]
Common stock, outstanding (in shares)	14,657,259		14,365,664
Numerator:
Net income (loss) attributable to common stockholders	$ (12,707)	$ (13,363)
Denominator:
Weighted-average shares used to compute net income (loss) per share attributable to common stockholders-basic	14,500,335	8,826,116
Weighted average diluted shares outstanding (in shares)	14,500,335	8,826,116
Net income (loss) per share attributable to common stockholders-basic	$ (0.88)	$ (1.51)
Net income (loss) per share attributable to common stockholders-diluted	$ (0.88)	$ (1.51)
Class B
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items]
Common stock, outstanding (in shares)	3,393,791		3,493,791
Numerator:
Net income (loss) attributable to common stockholders	$ (3,014)	$ (6,782)
Denominator:
Weighted-average shares used to compute net income (loss) per share attributable to common stockholders-basic	3,439,347	4,479,689
Weighted average diluted shares outstanding (in shares)	3,439,347	4,479,689
Net income (loss) per share attributable to common stockholders-basic	$ (0.88)	$ (1.51)
Net income (loss) per share attributable to common stockholders-diluted	$ (0.88)	$ (1.51)

Earnings per Share - Antidiluti

Earnings per Share - Antidilutive Common Shares (Details) - shares	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
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	1,994,341	1,705,519
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
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	1,994,341	1,682,990
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	51,897	184,350
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	51,897	184,350

Fair Value of Financial Instr_3

Fair Value of Financial Instruments (Details) - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020
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	2,635	42,408
Fair Value, Measurements, Recurring | Money market accounts
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Assets, fair value	2,635	42,408
Fair Value, Measurements, Recurring | Level 1
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Assets, fair value	2,635	42,408
Fair Value, Measurements, Recurring | Level 1 | Money market accounts
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Assets, fair value	$ 2,635	$ 42,408

Restructuring (Details)

Restructuring (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2020	Mar. 31, 2020	Jun. 30, 2020
Restructuring Cost and Reserve [Line Items]
Net restructuring costs incurred		$ 700	$ 800
Loss on impairment		7,448
Arlington Fulfillment Center [Member]
Restructuring Cost and Reserve [Line Items]
Loss on impairment	$ 200	7,400	$ 7,600
Employee-Related Costs
Restructuring Cost and Reserve [Line Items]
Net restructuring costs incurred		600
Other Exit Costs
Restructuring Cost and Reserve [Line Items]
Net restructuring costs incurred		$ 100

Subsequent Events (Details)

Subsequent Events (Details) $ in Millions	May 05, 2021USD ($)
Subsequent Event | Term Loan 2021 Due In 2023 [Member]
Subsequent Event [Line Items]
Face value of debt	$ 5