Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Feb. 15, 2022 | Jun. 30, 2021 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 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 Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
ICFR Auditor Attestation Flag | false | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 86.2 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Entity Central Index Key | 0001701114 | ||
Amendment Flag | false | ||
Auditor Name | Ernst & Young LLP | ||
Auditor Firm ID | 42 | ||
Auditor Location | New York, New York | ||
Class A | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 32,539,871 | ||
Class B | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 0 | ||
Class C | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 0 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 82,160 | $ 44,122 |
Accounts receivable, net | 234 | 116 |
Inventories, net | 24,989 | 18,185 |
Prepaid expenses and other current assets | 12,249 | 23,651 |
Total current assets | 119,632 | 86,074 |
Property and equipment, net | 108,355 | 125,208 |
Other noncurrent assets | 3,719 | 4,053 |
TOTAL ASSETS | 231,706 | 215,335 |
CURRENT LIABILITIES: | ||
Accounts payable | 27,962 | 23,691 |
Accrued expenses and other current liabilities | 31,951 | 41,632 |
Current portion of long-term debt | 3,500 | 3,500 |
Deferred revenue | 7,958 | 6,269 |
Warrant obligation | 8,001 | |
Total current liabilities | 79,372 | 75,092 |
Long-term debt | 25,886 | 28,747 |
Facility financing obligation | 35,886 | 35,957 |
Other noncurrent liabilities | 10,509 | 11,564 |
TOTAL LIABILITIES | 151,653 | 151,360 |
Commitments and contingencies (Note 10) | ||
STOCKHOLDERS' EQUITY: | ||
Additional paid-in capital | 746,564 | 642,106 |
Accumulated deficit | (666,514) | (578,133) |
TOTAL STOCKHOLDERS' EQUITY | 80,053 | 63,975 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | 231,706 | 215,335 |
Class A | ||
STOCKHOLDERS' EQUITY: | ||
Common Stock | 3 | 1 |
Class B | ||
STOCKHOLDERS' EQUITY: | ||
Common Stock | 1 | |
Class C | ||
STOCKHOLDERS' EQUITY: | ||
Common Stock |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 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) | 31,694,400 | 14,365,664 |
Common stock, outstanding (in shares) | 31,694,400 | 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) | 0 | 3,493,791 |
Common stock, outstanding (in shares) | 0 | 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 | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Consolidated Statements of Operations | |||
Net revenue | $ 470,377 | $ 460,608 | $ 454,868 |
Operating expenses: | |||
Cost of goods sold, excluding depreciation and amortization | 301,763 | 282,924 | 279,135 |
Marketing | 72,086 | 49,934 | 48,133 |
Product, technology, general and administrative | 145,442 | 137,244 | 144,925 |
Depreciation and amortization | 22,203 | 24,503 | 31,200 |
Other operating expense | 4,567 | 3,571 | |
Total operating expenses | 541,494 | 499,172 | 506,964 |
Income (loss) from operations | (71,117) | (38,564) | (52,096) |
Gain (loss) on extinguishment of debt | (4,089) | ||
Interest income (expense), net | (8,131) | (7,548) | (8,943) |
Other income (expense), net | (5,021) | ||
Income (loss) before income taxes | (88,358) | (46,112) | (61,039) |
Benefit (provision) for income taxes | (23) | (42) | (42) |
Net income (loss) | $ (88,381) | $ (46,154) | $ (61,081) |
Net income (loss) per share attributable to Class A and Class B common stockholders: | |||
Basic (in dollars per share) | $ (3.97) | $ (3.06) | $ (4.67) |
Diluted (in dollars per share) | $ (3.97) | $ (3.06) | $ (4.67) |
Weighted-average shares used to compute net income (loss) per share attributable to Class A and Class B common stockholders: | |||
Basic (in shares) | 22,289,803 | 15,098,783 | 13,089,908 |
Diluted (in shares) | 22,289,803 | 15,098,783 | 13,089,908 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Common StockClass A | Common StockClass B | Additional Paid-In Capital | Accumulated DeficitCumulative Effect, Period of Adoption, Adjustment [Member] | Accumulated Deficit | Cumulative Effect, Period of Adoption, Adjustment [Member] | Total |
Beginning balance at Dec. 31, 2018 | $ 1 | $ 1 | $ 590,538 | $ 340 | $ (471,238) | $ 340 | $ 119,302 |
Beginning balance (in shares) at Dec. 31, 2018 | 5,240,073 | 7,714,036 | |||||
Conversion from Class B to Class A common stock | $ 0 | $ 0 | |||||
Conversion from Class B to Class A common stock (in shares) | 2,277,388 | (2,277,388) | |||||
Issuance of common stock upon exercise of stock options and vesting of restricted stock, net of tax withholdings | $ 0 | $ 0 | 53 | 53 | |||
Issuance of common stock upon exercise of stock options and vesting of restricted stock, net of tax withholdings (in shares) | 281,696 | 27,583 | |||||
Share-based compensation | 9,385 | 9,385 | |||||
Other | $ 0 | $ 0 | |||||
Other (in shares) | (64) | (35) | |||||
Net income (loss) | (61,081) | (61,081) | |||||
Ending balance at Dec. 31, 2019 | $ 1 | $ 1 | 599,976 | (531,979) | 67,999 | ||
Ending 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) | 1,996,404 | (1,996,404) | |||||
Issuance of common stock upon exercise of stock options and vesting of restricted stock, net of tax withholdings | $ 0 | $ 0 | 468 | 468 | |||
Issuance of common stock upon exercise of stock options and vesting of restricted stock, net of tax withholdings (in shares) | 570,167 | 25,999 | |||||
Issuance of common stock, net of offering costs | $ 0 | 32,867 | 32,867 | ||||
Issuance of common stock, net of offering costs (in shares) | 4,000,000 | ||||||
Share-based compensation | 8,795 | 8,795 | |||||
Net income (loss) | (46,154) | (46,154) | |||||
Ending balance at Dec. 31, 2020 | $ 1 | $ 1 | 642,106 | (578,133) | 63,975 | ||
Ending balance (in shares) at Dec. 31, 2020 | 14,365,664 | 3,493,791 | |||||
Conversion from Class B to Class A common stock | $ 0 | $ (1) | (1) | ||||
Conversion from Class B to Class A common stock (in shares) | 3,493,791 | (3,493,791) | |||||
Issuance of common stock upon exercise of stock options and vesting of restricted stock, net of tax withholdings | $ 0 | ||||||
Issuance of common stock upon exercise of stock options and vesting of restricted stock, net of tax withholdings (in shares) | 623,045 | ||||||
Issuance of common stock, net of offering costs | $ 1 | 21,143 | 21,144 | ||||
Issuance of common stock, net of offering costs (in shares) | 5,411,900 | ||||||
Issuance of common stock from the Salzberg Private Placement, net of issuance costs | $ 0 | 2,799 | 2,799 | ||||
Issuance of common stock from the Salzberg Private Placement, net of issuance costs (in shares) | 300,000 | ||||||
Issuance of common stock from the November 2021 Capital Raise, net of issuance costs | $ 1 | 70,288 | 70,289 | ||||
Issuance of common stock from the November 2021 Capital Raise, net of issuance costs (in shares) | 7,500,000 | ||||||
Share-based compensation | 10,228 | 10,228 | |||||
Net income (loss) | (88,381) | (88,381) | |||||
Ending balance at Dec. 31, 2021 | $ 3 | $ 746,564 | $ (666,514) | $ 80,053 | |||
Ending balance (in shares) at Dec. 31, 2021 | 31,694,400 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net income (loss) | $ (88,381) | $ (46,154) | $ (61,081) |
Adjustments to reconcile net income (loss) to net cash from (used in) operating activities: | |||
Depreciation and amortization of property and equipment | 22,203 | 24,503 | 31,200 |
Loss (gain) on disposal of property and equipment | (987) | 17 | 273 |
Loss (gain) on build-to-suit accounting derecognition | (4,936) | ||
Loss on impairment | 0 | 7,585 | 1,261 |
Loss on extinguishment of debt | 4,089 | ||
Change in fair value of warrant obligation | 5,021 | ||
Changes in reserves and allowances | (254) | (807) | (140) |
Share-based compensation | 9,699 | 8,457 | 8,970 |
Non-cash interest expense | 1,365 | 1,452 | 601 |
Changes in operating assets and liabilities: | |||
Accounts receivable | (118) | 132 | 324 |
Inventories | (6,839) | 8,066 | 8,618 |
Prepaid expenses and other current assets | 11,183 | (14,387) | 3,005 |
Accounts payable | 4,345 | (473) | 1,661 |
Accrued expenses and other current liabilities | (9,401) | 9,527 | (2,190) |
Deferred revenue | 1,689 | 149 | (5,912) |
Other noncurrent assets and liabilities | (2,576) | 1,497 | (3,056) |
Net cash from (used in) operating activities | (48,962) | (5,372) | (16,466) |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Purchases of property and equipment | (5,077) | (5,997) | (5,220) |
Proceeds from sale of property and equipment | 1,411 | 220 | 739 |
Net cash from (used in) investing activities | (3,666) | (5,777) | (4,481) |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Proceeds from issuance of common stock, net of offering costs | 21,144 | 32,867 | |
Proceeds from the Salzberg Private Placement, net of issuance costs | 2,799 | ||
Proceeds from the November 2021 Capital Raise, net of issuance costs | 70,289 | ||
Receipt of funds held in escrow | 5,000 | 34,028 | |
Release of funds held in escrow | (5,000) | ||
Repayments of debt | (3,500) | (55,553) | (28,900) |
Payments of debt issuance costs | (214) | (1,076) | (812) |
Proceeds from exercise of stock options | 487 | 51 | |
Principal payments on capital lease obligations | (135) | (205) | (256) |
Net cash from (used in) financing activities | 90,383 | 10,548 | (29,917) |
NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH | 37,755 | (601) | (50,864) |
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH - Beginning of period | 45,842 | 46,443 | 97,307 |
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH - End of period | 83,597 | 45,842 | 46,443 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | |||
Cash paid for income taxes, net of refunds | 40 | 60 | 60 |
Cash paid for interest | 7,009 | 6,259 | 9,951 |
SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING AND FINANCING INFORMATION: | |||
Acquisition (disposal) of property and equipment financed under capital lease obligations | (565) | ||
Non-cash additions to property and equipment | 553 | 338 | 415 |
Purchases of property and equipment in Accounts payable and Accrued expenses and other current liabilities | $ 438 | $ 512 | $ 320 |
Organization and Description of
Organization and Description of Business | 12 Months Ended |
Dec. 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, an e-commerce market. Blue Apron Holdings, Inc., was incorporated in Delaware in December 2016 to enable Blue Apron, Inc. to implement a holding company organizational structure, effected by a merger conducted pursuant to Section 251(g) of the General Corporation Law of the State of Delaware. The Company refers to this transaction as its “Corporate Reorganization.” In December 2016, immediately after the merger, Blue Apron, Inc. converted into Blue Apron, LLC, a Delaware limited liability company. The Company’s headquarters are in New York, New York. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 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 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”). Certain reclassifications were made to prior year amounts to conform to current year presentation. 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. Cash and Cash Equivalents All highly liquid investments with original maturities of three months or less at the date of purchase are considered to be cash equivalents. Cash and cash equivalents are stated at cost plus accrued interest and consist of cash on hand, money market accounts, and amounts held by third party financial institutions for credit and debit card transactions. Cash and cash equivalents as of December 31, 2021 and 2020 was $82.2 million and $44.1 million, respectively, and consist of qualifying money market accounts and amounts due from third party institutions which generally settle within three Accounts Receivable Accounts receivable primarily represent amounts due from third parties that market the Company’s products and other trade receivables. Accounts receivable are recorded at invoiced amounts, net of allowances for doubtful accounts if applicable, are unsecured, and do not bear interest. The allowance for doubtful accounts was $0.1 million as of December 31, 2021 and 2020. Certain Risks and Concentrations Financial instruments that subject the Company to significant concentrations of credit risk consist of cash, cash equivalents, and restricted cash. All of the Company’s cash, cash equivalents, and restricted cash are held at financial institutions in the United States that management believes to be of high credit quality. Deposits held in the United States with these financial institutions exceed federally insured limits. The primary focus of the Company’s investment strategy is to preserve capital and meet liquidity requirements. The Company’s investment policy addresses the level of credit exposure by limiting the concentration in any one corporate issuer or sector and establishing a minimum allowable credit rating. No individual customer accounted for 10% or more of the Company’s total Net revenue for the years ended December 31, 2021, 2020, and 2019. There are no significant concentration risks within the Company’s Accounts receivable as of December 31, 2021 and 2020. For the years ended December 31, 2021, 2020, and 2019, an individual shipping carrier accounted for 13.4%, 13.7% and 14.9% of the Company’s total Cost of goods sold, excluding depreciation and amortization, respectively. No individual supplier accounted for 10% or more of total Accounts payable as of December 31, 2021 and 2020. The Company has experienced net losses in each year since inception. In the years ended December 31, 2021, 2020, and 2019, the Company incurred net losses of $88.4 million, $46.2 million, and $61.1 million, respectively. As of December 31, 2021, the Company has $82.2 million of cash on hand. The Company plans to continue to significantly increase marketing spend in 2022 to continue to invest to attract new and retain existing customers while maintaining compliance with its debt covenants. In addition, the 2020 Term Loan is repayable in equal quarterly installments with the remaining unpaid principal amount repayable on March 31, 2023. 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 initatives and deliver the results as forecasted, among other factors. Inventories, Net Inventories, net consist primarily of bulk and prepped food, products available for resale, packaging, containers, and wine products which are stated at the lower of cost or net realizable value. Inventory costs consist of product costs, inbound shipping and handling costs, and applicable direct labor costs. Inventories are valued on a first in, first out cost basis. The Company records an inventory valuation reserve when applicable based on currently available information about the likely method of disposition, such as through sales to individual customers, donations, or liquidations and expected recoverable values of each inventory category. Leases The Company categorizes lease agreements at their inception as either operating or capital leases. For operating leases, the Company recognizes rent expense on a straight-line basis over the term of the lease. For capital leases, the Company records a leased asset with a corresponding liability. Payments are recorded as reductions to the liability with an interest charge recorded based on the remaining liability. Sublease payments received by the Company are recorded as income against the associated rent expense. The Company reviews leases for which it is involved in construction to determine if it is considered to be the owner for accounting purposes during the construction period. If the Company is determined to be the owner for accounting purposes, the Company follows build-to-suit accounting and capitalizes the fair value of the building and direct construction costs incurred along with a corresponding facility financing liability. At the end of the construction period, the Company assesses whether these arrangements qualify for sales recognition under sale-leaseback accounting guidance. If upon completion of construction, the arrangement does not meet the sale-leaseback criteria, the Company will continue to be considered the owner of the building for accounting purposes. Property and Equipment, Net Property and equipment, net, including leasehold improvements, are stated at cost and are depreciated using a straight-line method over the estimated useful lives of the related assets. The estimated useful lives are as follows: Computer equipment 2 Capitalized software 2 years Fulfillment equipment 5 Furniture and fixtures 5 years Leasehold improvements Shorter of expected useful life or lease term Buildings 30 years Capitalized Software Development Costs The Company capitalizes qualifying internally-developed software development costs that are incurred during the application development stage, so long as management with the relevant authority authorizes the project, it is probable the project will be completed, and the software will be used to perform the function intended. Capitalized costs are amortized on a straight-line basis over their expected useful lives, which is approximately two years. Costs incurred for enhancements that are expected to result in additional significant functionality are capitalized and amortized over the estimated useful life of the enhancement. Costs related to preliminary project activities and post-implementation operation activities, including training and maintenance, are expensed as incurred. Capitalized software development costs net of accumulated amortization are included as a component of Property and equipment, net in the accompanying Consolidated Balance Sheets. Recoverability of Long-Lived Assets Long-lived assets consist of the Company’s property and equipment and capitalized software development costs. The Company periodically evaluates whether events and circumstances have occurred that indicate the remaining estimated useful life of long-lived assets may warrant revision or that the remaining balance may not be recoverable. These factors may include a significant deterioration of operating results, changes in business plans, or changes in anticipated cash flows. Recoverability is measured by comparing the carrying amount of an asset group to future undiscounted net cash flows expected to be generated. If future undiscounted cash flows are less than the carrying value, an impairment is recognized in earnings to the extent that the carrying value exceeds fair value. For the year ended December 31, 2021, there were no impairments of long-lived assets For the year ended December 31, 2020, the Company recorded impairment charges of $7.6 million in Other operating expense on long-lived assets related to its Arlington fulfillment center. For the year ended December 31, 2019, the Company recorded impairment charges of $1.3 million in Other operating expense on long-lived assets primarily related to the reprioritization of initiatives to support its growth strategy. Fair Value Estimates The fair value of financial instruments and non-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. Cash and cash equivalents, restricted cash, receivables, accounts payable, and accrued liabilities are stated at carrying amounts as reported in the Consolidated Financial Statements, which approximates fair value due to their short-term nature. The fair value of the long-term debt approximates its carrying value based on the variable nature of interest rates and current market rates available to the Company. The Blue Torch warrant obligation issued in conjunction with the Amendment, as discussed in Note 9, is accounted for in accordance with ASC 815-40, Contracts in an Entity’s Own Equity Revenue Recognition The Company primarily generates revenue from the sale of its products to customers, including meals, wine, and kitchen tools. For the years ended December 31, 2021, 2020, and 2019, the Company derived substantially all of its Net revenue from sales of its meals. The Company's revenue contracts represent a single performance obligation to sell its products to its customers. The Company recognizes revenue upon transfer of control, including passage of title to the customer and transfer of risk of loss related to the products, in an amount that reflects the consideration the Company expects to be entitled to. In general, the Company charges credit cards in advance of shipment. Transfer of control generally passes upon delivery to the customer. Sales taxes imposed on the Company’s sales are presented on a net basis in the Consolidated Statements of Operations, and therefore do not impact Net revenue or Cost of goods sold, excluding depreciation and amortization. The Company deducts promotional discounts, actual customer credits and refunds as well as credits and refunds expected to be issued to determine Net revenue. Customers who receive a damaged meal or wine order or are dissatisfied with an order and contact the Company within seven days of receipt of the order may receive a full or partial refund, full or partial credit against future purchase, or replacement, at the Company's sole discretion. Credits only remain available for customers who maintain a valid account with the Company. Customers who return an unused, undamaged Blue Apron Market product within 30 days of receipt receive a full refund. The Company estimates and records expected credits and refunds based on prior history, recent trends, and projections for credits and refunds on sales in the current period. Reserves for credits and refunds are included within Accrued expenses and other current liabilities on the Consolidated Balance Sheets. The Company periodically enters into agreements with third parties to market the Company’s products. The Company records revenue from such arrangements at the gross amount as the Company is the principal in these arrangements as it is primarily responsible for fulfilling the goods to customers, provides primary customer service for such products sold on its website, has latitude in establishing price and selecting such products sold on its website, and maintains inventory risk. The Company has two types of contractual liabilities: (i) cash collections from its customers prior to delivery of products purchased, which are included in Deferred revenue on the Consolidated Balance Sheets, and are recognized as revenue upon transfer of control of its products, and (ii) unredeemed gift cards and other prepaid orders, which are included in Deferred revenue on the Consolidated Balance Sheets, and are recognized as revenue when gift cards are redeemed and the products are delivered. Certain gift cards are not expected to be redeemed, also known as breakage, and are recognized as revenue over the expected redemption period, subject to requirements to remit balances to governmental agencies. Contractual liabilities included in Deferred revenue on the Consolidated Balance Sheets were $8.0 million and $6.3 million as of December 31, 2021 and December 31, 2020, respectively. During the year ended December 31, 2021, the Company recognized $5.4 million to Net revenue from the Deferred revenue at December 31, 2020. The Company adopted ASU 2014-09 using a modified retrospective approach and recognized $0.3 million cumulative-effect adjustment to reduce Accumulated deficit as of January 1, 2019. The cumulative-effect adjustment to Accumulated deficit was due to breakage of gift cards to the extent there is no requirement for remitting balances to governmental agencies. Under the modified retrospective approach, prior period balances are not retrospectively adjusted. Cost of Goods Sold, Excluding Depreciation and Amortization Cost of goods sold, excluding depreciation and amortization consists of product and fulfillment costs. Product costs include the cost of food, packaging for food that is portioned prior to delivery to customers, labor and related personnel costs incurred to portion food for the Company’s meals, inbound shipping costs, and cost of products sold through Blue Apron Wine, and Blue Apron Market. Fulfillment costs consist of costs incurred in the shipping and handling of inventory including the shipping costs to the Company’s customers, labor and related personnel costs related to receiving, inspecting, warehousing, picking inventory, and preparing customer orders for shipment, and the cost of packaging materials and shipping supplies. Advertising Costs Advertising costs are charged to Marketing expense in the accompanying Consolidated Statements of Operations. Advertising costs were $68.4 million, $45.1 million, and $41.4 million for the years ended December 31, 2021, 2020, and 2019, respectively. The Company recognizes advertising costs the first time the advertising takes place. Deferred advertising, marketing, and promotional costs, which principally relate to advertisements that have not yet been exhibited or services that have not yet been received, were $1.0 million and $1.5 million as of December 31, 2021 and 2020, respectively, and are recorded within Prepaid expenses and other current assets in the Consolidated Balance Sheets. Product, Technology, General and Administrative Product, technology, general and administrative expenses consist of costs related to the development of the Company’s products and technology, general and administrative expenses, and overhead expenses, which include: payroll and related expenses for employees involved in the application, production, and maintenance of the Company’s platform and other technology infrastructure costs; payroll and related expenses for employees performing corporate and other managerial functions; facilities costs such as occupancy and rent costs for the Company’s corporate offices and fulfillment centers; and payment processing fees, professional fees, and other general corporate and administrative costs. Share-Based Compensation The Company recognizes share-based compensation for share-based awards, including stock options and restricted stock units, based on the estimated fair value of the awards on a straight-line basis over the period in which the employee is required to provide services, generally up to four years. The Company estimates the fair value of stock options on the grant date generally using the Black-Scholes option-pricing model. The fair value of restricted stock units is determined based on the closing price of the Company’s Class A common stock on the New York Stock Exchange on the grant date. The Company recognizes forfeitures as they occur. Other Operating Expense Other operating expense consists of a non-cash gain, net of a termination fee, on the Fairfield lease termination, impairment losses on long-lived assets, charges for estimated legal settlements, and restructuring costs. Interest Income (Expense), Net Interest income and expense consists primarily of interest expense associated with the Company’s outstanding borrowings, capital lease financings, and build-to-suit lease financing offset by interest income on cash and cash equivalents. Other Income (Expense), Net Other income and expense consists of the change in fair value of the Blue Torch warrant obligation upon remeasurement as of each reporting period. For additional information on the Blue Torch warrant obligation, see Note 9 and Note 15. Income Taxes The Company uses the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial reporting and the tax bases of assets and liabilities, and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Management makes an assessment of the likelihood that the resulting deferred tax assets will be realized. A valuation allowance is provided when it is more likely than not that some portion or all of a deferred tax asset will not be realized. In evaluating the ability to recover deferred tax assets in the jurisdiction from which they arise, the Company considers all available positive and negative evidence, including historical operating results, ongoing tax planning, and forecasts of future taxable income. Based on the Company’s historical operating losses, the Company has recorded a valuation allowance to reduce our net deferred tax assets to the amount that is more likely than not to be realized. The Company recognizes uncertain income tax positions at the largest amount that is more likely than not to be sustained upon audit in accordance with ASC 740, Income Taxes Segments Operating segments are defined as components of an entity for which discrete financial information is available and that is regularly reviewed by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources to an individual segment and in assessing performance. The Company’s CODM is its Chief Executive Officer. The Company has determined it operates in one operating segment and one reportable segment, as the CODM reviews financial information presented on a consolidated basis for purposes of making operating decisions, allocating resources, and evaluating financial performance. 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 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, Leases (Topic 842): Lessors – Certain Leases with Variable Lease Payments , Leases (Topic 842): Discount Rate for Lessees That Are Not Public Business Entities 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 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 Recently Adopted Accounting Pronouncements 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. |
Inventories, Net
Inventories, Net | 12 Months Ended |
Dec. 31, 2021 | |
Inventories, Net | |
Inventories, Net | 3. Inventories, Net Inventories, net consist of the following: December 31, 2021 2020 (In thousands) Fulfillment $ 1,879 $ 3,366 Product 23,110 14,819 Inventories, net $ 24,989 $ 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 Consolidated Statements of Operations when sold |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 12 Months Ended |
Dec. 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: December 31, 2021 2020 (In thousands) Insurance proceeds receivable $ — $ 11,250 Prepaid insurance 6,929 $ 7,092 Other current assets 5,320 5,309 Prepaid expenses and other current assets $ 12,249 $ 23,651 Estimated insurance proceeds recoveries are reflected as assets in the Consolidated Balance Sheets when it is determined that the recovery of such amounts is probable, and the amount can be reasonably determined. |
Restricted Cash
Restricted Cash | 12 Months Ended |
Dec. 31, 2021 | |
Restricted Cash | |
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 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 accompanying Consolidated Statements of Cash Flows: December 31, 2021 2020 2019 2018 (in thousands) Cash and cash equivalents $ 82,160 $ 44,122 $ 43,531 $ 95,615 Restricted cash included in Prepaid expenses and other current assets 608 610 — — Restricted cash included in Other noncurrent assets 829 1,110 2,912 1,692 Total cash, cash equivalents, and restricted cash $ 83,597 $ 45,842 $ 46,443 $ 97,307 |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2021 | |
Property and Equipment, Net | |
Property and Equipment, Net | 6. Property and Equipment, Net Property and equipment, net consists of the following: December 31, 2021 2020 (In thousands) Computer equipment $ 11,556 $ 11,110 Capitalized software 24,163 21,318 Fulfillment equipment 52,058 51,096 Furniture and fixtures 2,730 3,408 Leasehold improvements 32,507 32,969 Buildings (1) 114,877 114,877 Construction in process (2) 1,746 1,442 Property and equipment, gross 239,637 236,220 Less: accumulated depreciation and amortization (131,282) (111,012) Property and equipment, net $ 108,355 $ 125,208 (1) Buildings includes a build-to-suit lease financing in Linden, New Jersey where the Company is considered the owner for accounting purposes, and as of December 31, 2021 and 2020, contains $31.3 million of the capitalized fair value of the building, $80.8 million of costs incurred by the Company relating to this arrangement, and $2.8 million of capitalized interest for related construction projects. The Company capitalized the cost of interest for the related construction projects based on the applicable capitalization rate for the project. (2) Construction in process includes all costs capitalized related to projects that have not yet been placed in service. Depreciation and amortization related to the Company’s Property and equipment, net for the years ended December 31, 2021, 2020, and 2019 was $22.2 million, $24.5 million, and $31.2 million, respectively. As of December 31, 2021 and 2020, total equipment financed under capital leases was $0.7 million, with related accumulated depreciation of $0.7 million and $0.6 million, respectively. For the years ended December 31, 2021, 2020, and 2019 depreciation expense related to property and equipment under capital leases was $0.0 million, $0.1 million, and $0.2 million, respectively. For the years ended December 31, 2021, 2020, and 2019 the Company capitalized software development costs of $3.4 million, $2.1 million, and $3.1 million including share-based compensation of $0.6 million, $0.3 million, and $0.4 million, respectively. As of December 31, 2021 and 2020, the net book value of capitalized software development costs was $4.6 million and $3.9 million, respectively. Amortization expense for capitalized software development costs recognized in Depreciation and amortization in the Consolidated Statements of Operations for the years ended December 31, 2021, 2020, and 2019 was $2.7 million, $3.6 million and $5.5 million, respectively. 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 its national footprint while also enabling the Company to redirect its financial resources into other parts of the business, including growth initiatives. The Company concluded that this change in operations represents a triggering event with respect to its long-lived assets at the Arlington 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. In November 2020, the Company announced a plan to temporarily reopen our fulfillment center in Arlington, Texas beginning in January 2021. The temporary reopening of its Arlington fulfillment center is designed to allow the Company to focus on utilizing existing assets to help address some of the capacity constraints the Company has experienced during the COVID-19 pandemic in order to supplement labor while the Company continues to implement operating efficiencies at its other fulfillment centers. See Note 16 for further discussion of the temporary reopening. In September 2019, the Company recorded impairment charges of $1.3 million, primarily related to abandoned capital projects due to the reprioritization of initiatives to support its growth strategy. |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 12 Months Ended |
Dec. 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: December 31, 2021 2020 (In thousands) Accrued compensation $ 14,848 $ 17,189 Accrued credits and refunds reserve 1,258 1,547 Accrued legal settlements — 12,250 Accrued marketing expenses 7,095 2,006 Accrued shipping expenses 1,344 2,060 Other current liabilities 7,406 6,580 Accrued expenses and other current liabilities $ 31,951 $ 41,632 Accrued legal settlements reflect contingencies for which the Company has concluded the loss is probable and reasonably estimable. As of December 31, 2020 |
Deferred Revenue
Deferred Revenue | 12 Months Ended |
Dec. 31, 2021 | |
Deferred Revenue | |
Deferred Revenue | 8. Deferred Revenue Deferred revenue consists of the following: December 31, 2021 2020 (In thousands) Cash received prior to fulfillment $ 4,861 $ 1,550 Gift cards, prepaid orders, and other 3,097 4,719 Deferred revenue $ 7,958 $ 6,269 |
Debt
Debt | 12 Months Ended |
Dec. 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 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 of $43.8 million under the revolving credit facility, and to pay fees and expenses in connection with the transactions contemplated by the senior secured term loan. The Company terminated the revolving credit facility effective as of the closing of 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) provided a $5.0 million term loan (the “2021 Term Loan”), which bore interest at a rate equal to LIBOR (subject to a 1.50% floor) plus 10.00% per annum and matured at the same time as the 2020 Term Loan, on March 31, 2023. The 2021 Term Loan was prepayable and did not require periodic principal payments; (ii) increased 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) waived the requirement that the borrower prepay the 2020 Term Loan with 50% of the proceeds of equity issuances, provided that the waiver expired 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) required 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 applied to the 2021 Term Loan); and (v) reduced 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 proceeds of the 2021 Term Loan were held in an escrow account and were considered qualified cash for purposes of the minimum liquidity covenant. Pursuant to the Amendment, the net proceeds of the June 2021 offering (discussed in Note 11) were not subject to the mandatory prepayment provision of the 2020 Term Loan. However, the Amendment required that the 2021 Term Loan be released in full from escrow to the lenders upon completion of the June 2021 offering, upon which the minimum liquidity covenant was reset to $20.0 million at all times. The Company also repaid $0.5 million of the $1.0 million closing fee charged under the Amendment, which (i) bore interest at the same rate as of the 2021 Term Loan, and (ii) 50% of which was forgiven because the 2021 Term Loan was repaid within 60 days after the closing date. As of December 31, 2021, the 2020 Term Loan bore interest at a rate equal to LIBOR (subject to a 1.50% floor) plus 9.00% per annum. The principal amount of the senior secured term loan will be repayable in equal quarterly installments of $875,000 through December 31, 2022, with the remaining unpaid principal amount of the senior secured term loan repayable on March 31, 2023. The Company is also obligated under the senior secured term loan to pay customary fees, including an anniversary fee equal to 1.00% of the average daily principal amount of the senior secured term loan outstanding over the past 12 months. As of December 31, 2021, the remaining principal repayments required under the senior secured term loan are as follows: (In thousands) Fiscal year ended December 31, 2022 3,500 Fiscal year ended December 31, 2023 27,125 $ 30,625 In connection with the Amendment, the Company agreed to prospectively grant warrants (the “Blue Torch warrant obligation”) to the lenders. Under the terms of the Blue Torch warrant obligation, so long as the 2020 Term Loan remains 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 shares of common stock of the Company, on a fully-diluted basis. Subject to limited exceptions, subsequent to their respective issuance date 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 applicable issuance date in accordance with the Amendment. 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 Blue Torch warrant obligation was accounted for in accordance with ASC 815-40, Contracts in an Entity’s Own Equity The Company evaluated the Amendment under ASC 470-50, Modifications and Extinguishments In connection with the senior secured 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: December 31, December 31, 2021 2020 (In thousands) 2020 Term Loan $ 30,625 $ 34,125 Debt issuance costs, net (1,239) (1,878) Total debt outstanding, net of debt issuance costs 29,386 32,247 Less: current portion of long-term debt 3,500 3,500 Long-term debt $ 25,886 $ 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 senior secured 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. As of December 31, 2021, the Company was in compliance with all of the covenants under the senior secured term loan. Facility Financing Obligation As of December 31, 2021 and 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 | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies | |
Commitments and Contingencies | 10. Commitments and Contingencies Lease and Other Commitments The Company leases fulfillment centers and office space under non-cancelable operating lease arrangements that expire on various dates through 2027. These arrangements require the Company to pay certain operating expenses, such as taxes, repairs, and insurance, and contain renewal and escalation clauses. The Company recognizes rent expense under these arrangements on a straight-line basis over the term of the lease. As of December 31, 2021 and 2020, deferred rent amounted to $1.5 million and $2.2 million, respectively, included in Other noncurrent liabilities and $1.1 million and $1.5 million, respectively, included in Accrued expenses and other current liabilities in the Consolidated Balance Sheets. In addition, the Company leases certain equipment under capital lease arrangements that expire at various dates through 2023. The Company has entered into agreements to sublease portions of its corporate offices and fulfillment centers. The subleases continue through the duration of the Company’s existing leases for each location and entitle the Company to future minimum sublease payments of approximately $7.7 million as of December 31, 2021. In March 2016, the Company signed a lease for a fulfillment center in Linden and in August 2016 the Company signed a lease for a fulfillment center in Fairfield, which expire in 2026 and 2028, respectively. As a result of the nature of the Company’s involvement in the construction of these leased fulfillment centers, the Company is considered to be the owner during the construction period for accounting purposes. The Company follows build-to-suit lease accounting for these arrangements and capitalized the fair value of the buildings and direct construction costs incurred along with a corresponding facility financing liability. At the end of the construction period, the Company assessed whether these arrangements qualify for sales recognition under sale-leaseback accounting guidance. Upon substantial completion of the construction phase of the new facilities in New Jersey and California in June 2017 and December 2017, respectively, the Company performed a sale-leaseback analysis pursuant to Accounting Standards Codification (“ASC”) 840 – Leases 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. 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. As of December 31, 2021, the aggregate future non-cancelable minimum lease payments consist of the following: Capital Build-to-Suit Operating Years Ended December 31: Leases Leases Leases (In thousands) 2022 $ 27 $ 2,528 $ 13,589 2023 4 2,579 9,946 2024 — 2,631 8,741 2025 — 2,683 6,181 2026 — 1,812 5,651 Thereafter — — — $ 31 $ 12,233 $ 44,108 Less: amount representing interest and taxes (1) Lease obligations net of interest and taxes 30 Less: current portion of capital lease obligations (25) Noncurrent portion of capital lease obligations $ 5 Rent expense was $6.3 million, $7.1 million and $9.0 million for the years ended December 31, 2021, 2020, and 2019, respectively, and is recognized in Product, technology, general, and administrative expenses in the Consolidated Statements of Operations. As of December 31, 2021, 2020, and 2019, the current portion of the Company’s capital lease obligations is a component of Accrued expenses and other current liabilities on the Consolidated Balance Sheets and the noncurrent portion of the Company’s capital lease obligations is a component of Other noncurrent liabilities on the Consolidated Balance Sheets. Letters of Credit As of December 31, 2021 and 2020, the Company had $1.4 million and $1.6 million, respectively, in letters of credit issued. The letters of credit serve as security primarily for fulfillment centers and office space leases entered into by the Company. As of December 31, 2021 and 2020, the letters of credit were collateralized by noncurrent restricted cash of $0.8 million and $1.1 million, respectively, and current restricted cash of $0.6 million and $0.5 million, respectively. As of December 31, 2020 and 2019, the beneficiaries of the letters of credit had not drawn upon any of the letters of credit. 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 was 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 alleged 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 was 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 paid $1.0 million of the settlement amount into escrow, with the remaining $12.3 million balance of the settlement funded by the Company’s insurers. The Company’s contribution to the settlement represented 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 granted final approval of the settlement on May 10, 2021, and the deadline to appeal the court’s final approval order has passed. The Company was also subject to two state putative class action lawsuits alleging federal securities law violations in connection with the IPO, which were substantially similar to the above-referenced federal court action. One of the state court actions 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 second state lawsuit was voluntarily dismissed on May 12, 2021. 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 sought 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. On June 16, 2021, the plaintiff filed a notice of voluntary dismissal requesting that the court to dismiss the action without prejudice and retain jurisdiction of the action solely for the purpose of adjudicating the plaintiff’s counsel’s anticipated application for an award of attorney’s fees and reimbursement of expenses in connection with purportedly mooted claims asserted by the plaintiff in the action. On June 22, 2021, the court dismissed the action but retained jurisdiction of the action solely for the purpose of adjudicating the plaintiff’s counsel’s anticipated application for fees and expenses. On July 28, 2021, the Company and plaintiff’s counsel reached an agreement concerning plaintiff’s counsel’s claim for fees and costs without the need for court intervention. The Company is subject to a lawsuit filed in California Superior Court under the Private Attorneys General Act on behalf of certain non-exempt employees in the Company’s Richmond, California fulfillment center. The complaint was filed on October 16, 2017, and alleges that the Company failed to pay wages and overtime, provide required meal and rest breaks, provide suitable resting facilities and provide accurate wage statements, to non-exempt employees in violation of California law. Plaintiffs’ counsel filed a separate class action lawsuit alleging largely the same claims, but covering a longer period, which is now pending in the United States District Court for the Northern District of California. A mediation was held on November 20, 2019, at which time the cases were not resolved. On December 16, 2019, Plaintiff filed a motion for class certification in federal court. On December 18, 2019, the parties entered into a memorandum of understanding which, if finalized and approved by the court, will resolve both actions in their entirety. The parties finalized a settlement agreement on March 2, 2020 and the court has vacated all other deadlines in the class-action case, including the due date for the Company’s opposition to the motion for class certification. On July 6, 2020, the court granted preliminary approval of the final settlement agreement. A hearing for final approval was held on November 19, 2020 and the court granted final approval of the settlement agreement on that day. The Company paid approximately $2.0 million under the settlement agreement on December 9, 2020. 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. |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) | 12 Months Ended |
Dec. 31, 2021 | |
Stockholders' Equity (Deficit) | |
Stockholders' Equity (Deficit) | 11. Stockholders’ Equity (Deficit) November 2021 Capital Raise On September 15, 2021, the Company entered into a purchase agreement (the “Purchase Agreement”) with RJB Partners LLC (“RJB”), an affiliate of Joseph N. Sanberg, an existing stockholder of the Company, and Matthew B. Salzberg, the Company’s co-founder and former Chairman of the Board for an aggregate of $78.0 million of gross proceeds, without giving effect to the receipt of any exercise price of any warrants issued in the transactions. The Company refers to this series of transactions as the “Capital Raise”. The Purchase Agreement provided that, among other things: ● The Company would conduct a rights offering (the “Rights Offering”), pursuant to which the Company distributed, at no charge, to the holders of record of its outstanding shares of Class A common stock and certain outstanding warrants to purchase shares of Class A common stock held by the Company’s lenders (the “Eligible Securityholders”) one non-transferable subscription right (each, a “Subscription Right” and collectively, the “Subscription Rights”) for each share of Class A common stock held or, in the case of the holders of the applicable outstanding warrants, each share of Class A common stock issuable upon exercise of such warrants. Each Subscription Right provided the Eligible Securityholder the right to purchase one unit consisting of (i) a fraction of (the “Applicable Fraction”) of one share of Class A common stock, (ii) one warrant to purchase the Applicable Fraction of 0.8 of one share of Class A common stock at an exercise price of $15.00 per share, (iii) one warrant to purchase the Applicable Fraction of 0.4 of one share of Class A common stock at an exercise price of $18.00 per share, and (iv) one warrant to purchase the Applicable Fraction of 0.2 of one share of Class A common stock at an exercise price of $20.00 per share. The Applicable Fraction was equal to 0.185055707113895 based upon the shares held (or issuable upon exercise of the applicable outstanding warrants) by the Eligible Securityholders as of the record date. The subscription price for each unit was equal to $1.8505 (or $10.00 multiplied by the Applicable Fraction). 6,671,271 subscription rights were subscribed for in the rights offering, which closed on November 4, 2021, resulting in the issuance of (i) 1,234,187 shares of Class A common stock, (ii) warrants to purchase 987,645.417802738 shares of Class A common stock at an exercise price of $15.00 per share, (iii) warrants to purchase 493,822.7089013690 shares of Class A common stock at an exercise price of $18.00 per share, and (iv) warrants to purchase 246,911.3544506840 shares of Class A common stock at an exercise price of $20.00 per share. ● RJB would purchase, in a private placement (the “Backstop Private Placement”), the number of shares of Class A common stock and warrants that remained unsubscribed at the expiration of the Rights Offering subscription period for an aggregate purchase price equal to $45.0 million less the aggregate purchase price received from purchasers of units in the Rights Offering. On November 4, 2021, RJB purchased $32.7 million of securities in the Backstop Private Placement and the Company issued (i) 3,265,813 shares of Class A common stock, (ii) warrants to purchase 2,612,354.58219726 shares of Class A common stock at an exercise price of $15.00 per share, (iii) warrants to purchase 1,306,177.291098630 shares of Class A common stock at an exercise price of $18.00 per share, and (iv) warrants to purchase 653,088.645549316 shares of Class A common stock at an exercise price of $20.00 per share. ● RJB would purchase, in a private placement (the “Concurrent Private Placement”), on the same terms and concurrently with the consummation of the Backstop Private Placement and for an aggregate purchase price of $30.0 million, (i) 3,000,000 shares of Class A common stock, (ii) warrants to purchase 2,400,000 shares of Class A common stock at an exercise price of $15.00 per share, (iii) warrants to purchase 1,200,000 shares of Class A common stock at an exercise price of $18.00 per share, and (iv) warrants to purchase 600,000 shares of Class A common stock at an exercise price of $20.00 per share. The Concurrent Private Placement closed on November 4, 2021. The Company refers to the Rights Offering, Backstop Private Placement, and Concurrent Private Placement, collectively, as the “November 2021 Capital Raise”. ● Mr. M. Salzberg would purchase, on the same terms as the Backstop Private Placement and the Concurrent Private Placement (the “Salzberg Private Placement”), and for an aggregate purchase price of $3.0 million, (i) 300,000 shares of Class A common stock, (ii) warrants to purchase 240,000 shares of Class A common stock at an exercise price of $15.00 per share, (iii) warrants to purchase 120,000 shares of Class A common stock at an exercise price of $18.00 per share, and (iv) warrants to purchase 60,000 shares of Class A common stock at an exercise price of $20.00 per share, resulting in $2.8 million of proceeds, net of issuance costs, without giving effect to the receipt of any exercise price of any warrants issued in the transactions. The Salzberg Private Placement closed on September 15, 2021. ● Mr. M. Salzberg, Barry Salzberg, and Mr. Sanberg and certain of their respective affiliates, elected to convert all of their respective outstanding shares of Class B common stock into shares of Class A common stock, on a one-share-for-one-share basis, effective on September 15, 2021. In connection with the Corporate Reorganization discussed in Note 1, the Company had a tri-class capital structure consisting of two classes of voting common stock, Class A common stock and Class B common stock, and one class of non-voting stock, Class C capital stock. The Class B common stock was substantially the same as the Class A common stock except Class B common stock had ten votes per share whereas Class A common stock has one vote per share. As a result of these voluntary conversions, pursuant to Section 7.2(d) of Part A of Article Fourth of the Company’s Restated Certificate of Incorporation (the “Charter”), which provides for the automatic conversion of all outstanding Class B common stock when the outstanding shares of Class B common stock represent less than five percent (5%) of the combined voting power of the outstanding Class A common stock and Class B common stock, all of the Company’s outstanding shares of Class B common stock automatically converted into shares of Class A common stock on a one-share-for-one-share basis (the “Class B Automatic Conversion”). Following the Class B Automatic Conversion, the Company has only one class of common stock outstanding, its Class A common stock, and the Company ceased to be a “controlled company” as defined under New York Stock Exchange listing rules. Each warrant issued under the Purchase Agreement has a term of seven years from the date of issuance. Each such warrant may only be exercised for cash, except in connection with certain fundamental transactions, and no fractional shares will be issued upon exercise of the warrants. The warrants are non-transferable, except in limited circumstances, and have not been listed or otherwise trade on any stock exchange. The number of shares issuable upon exercise of the warrants and the applicable exercise prices is subject to adjustment upon the occurrence of certain events, including (i) dividends or distributions of shares of the Company’s Class A common stock, (ii) subdivisions, combinations and certain reclassifications of shares of the Company’s Class A common stock, (iii) certain additional issuances of Class A common stock or securities exercisable for or convertible into shares of Class A common stock at a price per share less than the market price for the Company’s Class A common stock, (iv) distributions of assets other than Class A common stock, or (v) certain repurchases by the Company. The shares of Class A common stock and warrants were issued separately and constitute separate securities. As of December 31, 2021, the warrants issued under the Purchase Agreement to purchase an aggregate of 10,920,000 shares of the Company’s Class A common stock were unexercised. The Company conducted an assessment of the classification of the warrants issued under the Purchase Agreement and, based on their terms, concluded the warrants are equity-classified. Accordingly, the net proceeds have been recorded within stockholders’ equity (deficit). Under the Purchase Agreement, RJB agreed to a customary standstill for a period of three years, as well as provisions requiring RJB to vote all Company securities it beneficially owns, and to cause Company securities beneficially owned by Mr. Sanberg and certain of its or his respective affiliates to be voted, in each case in excess of 19.9% of the total voting power of the outstanding capital stock of the Company in the aggregate, in proportion to and in accordance with the vote of all stockholders of the Company. As contemplated by the Purchase Agreement, on November 4, 2021, the Company entered into a registration rights agreement with RJB and Mr. M. Salzberg to provide them with customary registration rights with respect to the securities purchased in the private placements and other shares of Class A common stock owned by RJB and certain of its affiliates, and Mr. Salzberg. Further, the Purchase Agreement also requires the board of directors of the Company (the “Board”) to approve specified environmental, social, and corporate governance measures, including the following: (i) using reasonable best efforts to conduct and complete a greenhouse gas emissions inventory survey by December 31, 2021 and to become “carbon neutral” in specified respects from and after March 31, 2022; (ii) establishing a minimum wage of at least $15.00 election to the Board at the 2022 annual stockholders meeting (the “2022 Annual Meeting”) to be composed of individuals at least half of whom are women and at least half of whom are persons of color and, if at least half the directors are not women or if at least half of the directors are not persons of color immediately after the 2022 Annual Meeting, to increase the size of the Board and appoint new directors, or obtain resignations from then-current directors, such that at least half of the directors are women and at least half of the directors are persons of color. The Company has engaged a national search firm to assist it in recruiting new Board members. The Company has further agreed, at the 2022 Annual Meeting, to propose amendments to its Charter, to: (i) permit stockholders representing at least twenty-five percent (25%) of the voting power of the Company’s outstanding capital stock to call a special meeting of stockholders and (ii) eliminate the requirement that the affirmative vote of stockholders representing at least sixty-six and two-thirds percent ( 66 Underwritten Public Offerings On June 18, 2021, the Company completed an underwritten public offering (the “June 2021 offering”), pursuant to its universal shelf registration filed with the SEC on April 29, 2020 (the “2020 Shelf”), of 5,411,900 shares of the Company’s Class A common stock, including the 705,900 shares issuable upon the underwriter’s exercise of its option to purchase additional shares, resulting in $21.1 million of proceeds, net of underwriting discounts and commissions and offering costs. On August 10, 2020, the Company completed an underwritten public offering, pursuant to the 2020 Shelf, of 4,000,000 shares of the Company’s Class A common stock, resulting in $32.9 million of proceeds, net of underwriting discounts and commissions and offering costs. |
Share-based Compensation
Share-based Compensation | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Compensation | |
Share-based Compensation | 12. 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: Year Ended December 31, 2021 2020 2019 (In thousands) Cost of goods sold, excluding depreciation and amortization $ 45 $ 98 $ 193 Product, technology, general and administrative 9,654 8,359 8,777 Total share-based compensation $ 9,699 $ 8,457 $ 8,970 Performance Stock Awards In February 2021, the Company granted 1,190,250 shares of performance-based restricted stock units for its Class A common stock to certain employees, including the Company’s executive officers. Such units are subject to vesting conditions that are tied to the achievement of certain stock price targets and time-based requirements beginning February 25, 2021 and continuing through February 25, 2024. In 2020, the Company did not grant any performance stock units. In 2019, the Company granted 54,740 performance stock units of its Class A common stock to certain employees, including the Company’s executive officers. Such units were subject to vesting conditions that were tied to the achievement of certain financial targets through December 31, 2019. A portion of the financial target options would have, subject to certain conditions, accelerated in connection with a change in control event based on the time that had elapsed from the commencement of the applicable measurement period through the date of such change in control. As of December 31, 2019, the financial targets were not achieved and the awards were forfeited. Equity Incentive Plan In connection with the IPO, the Company’s board of directors adopted the 2017 Equity Incentive Plan for the purpose of granting incentive stock options, non-qualified stock options, restricted stock, restricted stock units, and other share-based awards to employees, directors, and consultants. Options may be granted at a price per share not less than 100% of the fair market value at the date of grant. If, at the time the Company grants an incentive stock option, the optionee owns stock that holds more than 10% of the total combined voting power of all classes of the Company’s stock (“10% stockholder”), the exercise price must be at least 110% of the fair value of the common stock on the grant date. Options granted are exercisable over a maximum term of ten years from the date of grant, or five years from the date of grant for a 10% stockholder and generally vest over a period of four years. In August 2012, the Company’s board of directors adopted the 2012 Equity Incentive Plan for the purpose of granting incentive stock options, non-qualified stock options, restricted stock, and restricted stock units to employees, directors, and consultants. Options may be granted at a price per share not less than 100% of the fair market value at the date of grant. If, at the time the Company grants an incentive stock option, the optionee owns stock that holds more than 10% of the total combined voting power of all classes of the Company’s stock (“10% stockholder”), the exercise price must be at least 110% of the fair value of the common stock on the grant date. Options granted are exercisable over a maximum term of ten years from the date of grant, or five years from the date of grant for a 10% stockholder and generally vest over a period of four years. In August 2016, the Company’s stockholders approved an increase of 280,000 Class B common stock shares available in the Plan. In connection with the Corporate Reorganization as discussed in Note 11, Blue Apron Holdings, Inc. assumed Blue Apron, Inc.’s Restated 2012 Equity Incentive Plan, as previously amended, and then amended and restated the plan in its entirety. Following the assumption of the 2012 Equity Incentive Plan, outstanding options to purchase Blue Apron, Inc.’s common stock were automatically converted into options to purchase an equal number of shares of Class B common stock of Blue Apron Holdings, Inc. with no change in the applicable exercise price, vesting schedule, or term. Upon completion of the Corporate Reorganization and adoption of the 2017 Equity Incentive Plan, 3,177,114 shares of Class A and Class B common stock were reserved for issuance. Following the adoption and effectiveness of the 2017 Equity Incentive Plan, no additional awards have been granted under the 2012 Equity Incentive Plan. As of December 31, 2021, 2020 and 2019, 1,453,718, 1,369,567 and 1,305,944 shares of Class A common stock remained available for future grants under the 2017 Equity Plan. Under the 2017 Equity incentive plan an annual increase to the number of shares of Class A common stock issuable is added on the first day of each fiscal year, beginning with the fiscal year ending December 31, 2018 and continuing for each fiscal year until, and including the fiscal year ending December 31, 2027. The increase is equal to the lesser of 666,667 shares of Class A common stock, 5% of the outstanding shares of Class A common stock, Class B common stock, and Class C capital stock, and an amount determined by the Board of Directors. Executive Severance Benefits Plan During 2018, the Company adopted an executive severance benefits plan covering certain designated eligible executive officers of the Company, which provides for, among other things, severance benefits upon certain termination events, including full accelerated vesting of the executive officer's unvested, time-based equity awards if such executive officer is terminated without cause, or terminates his or her employment for good reason, within 12 months following a change in control of the Company. Restricted Stock Units The following table summarizes outstanding restricted stock units, including performance-based restricted stock units, which were granted under the 2017 Equity Incentive Plan: Number Weighted-Average of Grant Date Shares Fair Value Unvested — December 31, 2020 1,694,199 $ 9.65 Granted 1,440,714 6.09 Vested (627,914) 11.41 Forfeited / canceled (519,929) 8.18 Unvested — December 31, 2021 1,987,070 $ 6.86 For the years ended December 31, 2021, 2020, and 2019, 627,914, 569,272, and 291,885 shares of restricted stock units vested and were released to employees under the 2017 Equity Incentive Plan. These shares primarily vest over a period of four years . Compensation expense related to the restricted stock units is recognized using the grant date fair value recognized evenly over the service period. As of December 31, 2021 and 2020, the unrecognized share-based compensation related to unvested restricted stock units was $9.4 million and $16.2 million, respectively. As of December 31, 2021 and 2020, these costs are expected to be recognized over a weighted-average period of 1.85 and Stock Options The following table summarizes outstanding options, which were granted under the 2012 Equity Incentive Plan and 2017 Equity Incentive Plan: Weighted- Aggregate Weighted- Average Intrinsic Number Average Remaining Value of of Exercise Contractual Outstanding Options Price Term Options (Years) (In thousands) Outstanding — December 31, 2020 59,936 $ 100.96 4.43 $ — Granted — — Exercised — — Forfeited / canceled (22,178) 107.14 Outstanding — December 31, 2021 37,758 $ 97.33 4.09 $ — Exercisable — December 31, 2021 37,758 $ 97.33 4.09 $ — The weighted-average grant date fair value of options granted for the years ended December 31, 2021, 2020, and 2019 was $0.00. The total intrinsic value of options exercised was $0.0 million, $0.0 million and $0.5 million for the years ended December 31, 2021, 2020, and 2019, respectively. The total grant date fair value of options vested for the years ended December 31, 2021, 2020, and 2019 was $3.1 million, $1.0 million and $4.0 million, respectively. For the years ended December 31, 2021, 2020, and 2019, the Company received $0.0 million, $0.5 million, and $0.1 million, respectively, from the exercise of share options granted under share-based payment arrangements. There was no tax benefit realized from stock options exercised during these periods. As of December 31, 2021 and 2020, total unrecognized share-based compensation related to unvested options was $0.0 million. As of December 31, 2021 and 2020, the weighted-average recognition period was 0.00 years and 0.18 years, respectively. Award Modifications In April 2019, the Company modified the vested stock options and unvested restricted stock units held by two of its departing executives. The modifications extend the exercise period for certain vested stock options and result in continued vesting of certain unvested restricted stock units for a specified period of time following the departure of the executives. These award modifications did not have a material impact on the Company’s Consolidated Financial Statements. |
Earnings per Share
Earnings per Share | 12 Months Ended |
Dec. 31, 2021 | |
Earnings per Share | |
Earnings per Share | 13. Earnings per Share Basic net income (loss) per share attributable to common stockholders is computed by dividing the net income (loss) attributable to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted net income (loss) per share attributable to common stockholders is computed by dividing the diluted net income (loss) attributable to common stockholders by the weighted-average number of common shares, including potential dilutive common shares assuming the dilutive effect of outstanding common stock options, restricted shares, restricted stock units, and warrants. 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. Prior to the Class B Automatic Conversion, the rights, including the liquidation and dividend rights, of the Class A common stock, Class B common stock, and Class C capital stock were substantially the same, other than voting rights. Following the Class B Automatic Conversion on September 15, 2021, the Company has only one class of common stock outstanding, its Class A common stock. Year Ended December 31, 2021 2020 2019 Class A Class B Class A Class B Class A Class B (In thousands, except share and per-share data) Numerator: Net income (loss) attributable to common stockholders $ (78,861) $ (9,520) $ (34,453) $ (11,701) $ (31,930) $ (29,151) Denominator: Weighted-average shares used to compute net income (loss) per share attributable to common stockholders—basic 19,888,995 2,400,808 11,270,830 3,827,953 6,842,752 6,247,156 Weighted-average shares used to compute net income (loss) per share attributable to common stockholders—diluted 19,888,995 2,400,808 11,270,830 3,827,953 6,842,752 6,247,156 Net income (loss) per share attributable to common stockholders—basic (1) $ (3.97) $ (3.97) $ (3.06) $ (3.06) $ (4.67) $ (4.67) Net income (loss) per share attributable to common stockholders—diluted (1) $ (3.97) $ (3.97) $ (3.06) $ (3.06) $ (4.67) $ (4.67) (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 anti-dilutive: Year Ended December 31, 2021 2020 2019 Class A Class B Class A Class B Class A Class B Stock options 46,537 — 3,923 123,817 65,022 254,138 Restricted shares — — — — — 450 Restricted stock units 2,208,666 — 1,688,527 — 1,159,923 — Warrants 11,184,218 — — — — — Total anti-dilutive securities 13,439,421 — 1,692,450 123,817 1,224,945 254,588 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Taxes | |
Income Taxes | 14. Income Taxes The components of the provision for income taxes are as follows: Year Ended December 31, 2021 2020 2019 (In thousands) Current provisions for income taxes: Federal $ — $ — $ — State 23 42 42 Total current 23 42 42 Deferred tax benefit: Federal — — — State — — — Total deferred — — — Provision for income taxes $ 23 $ 42 $ 42 A reconciliation of the provisions (benefits) for income taxes to the amounts computed by applying the statutory federal income tax rate to income (loss) before income taxes is shown as follows: Year Ended December 31, 2021 2020 2019 Tax at statutory federal rate 21.00 % 21.00 % 21.00 % State tax — net of federal benefit (0.04) % (0.05) % (0.09) % Change in valuation allowance (12.85) % (11.10) % (17.26) % Share-based compensation (0.79) % (3.41) % (3.47) % Debt extinguishment and warrant obligation (3.32) % — % — % Charitable contributions (4.73) % (6.20) % (0.65) % Other 0.70 % (0.33) % 0.40 % Provision for income taxes (0.03) % (0.09) % (0.07) % The tax effects of cumulative temporary differences that give rise to significant deferred tax assets and deferred tax liabilities are as follows: December 31, 2021 2020 (In thousands) Deferred tax assets: Tax attribute carryforwards $ 121,346 $ 109,246 Build-to-suit deferred tax assets 9,237 9,210 Inventories 3,052 2,338 Share-based compensation 1,074 500 Accruals, reserves, and other 12,370 12,105 Gross deferred tax assets 147,079 133,399 Deferred tax liabilities: Build-to-suit deferred tax liabilities 6,857 7,392 Gross deferred tax liabilities 6,857 7,392 Valuation allowance 140,222 126,007 Net deferred taxes $ — $ — Recognition of deferred tax assets is appropriate when realization of these assets is more likely than not. Each reporting period the Company assesses the recoverability of its deferred tax assets and are required to establish a valuation allowance for any portion of the assets that the Company concludes is not more likely than not realizable. Based upon the weight of available evidence, which includes the Company’s historical operating performance and the recorded cumulative net losses in prior fiscal periods, the Company recorded a valuation allowance of $140.2 million and $126.0 million against the net U.S. deferred tax assets as of December 31, 2021 and 2020, respectively. The valuation allowance increased by $14.2 million during 2021, which was primarily a result of additional losses generated, partially offset by the expiration of certain charitable contribution carryforwards. As of December 31, 2021, the Company had U.S. federal and state net operating loss carryforwards of $460.9 million and $197.7 million, respectively. Of the $460.9 million of federal net operating loss carryforwards, $221.5 million was generated before January 1, 2018, and is subject to a 20-year carryforward period. The remaining $239.4 million can be carried forward indefinitely, but is subject to an 80% taxable income limitation in any future taxable year. The pre-2018 federal and all state net operating loss carryforwards will begin to expire in 2032 and 2033, respectively, if not utilized. The Company’s tax attributes may be limited by the ownership provisions of Section 382 of the Internal Revenue Code. As a result, if the Company experienced an “ownership change” during any three-year period, its use of these tax attributes may be limited. The Company has not performed a detailed analysis to determine if an ownership change has occurred. Uncertain Tax Positions As of December 31, 2021 and 2020, the Company did not have any gross unrecognized tax benefits. The Company’s policy for classifying interest and penalties associated with unrecognized income tax benefits is to include such items in the provision for income tax. The activity related to the unrecognized tax benefits is as follows: Year Ended December 31, 2021 2020 2019 (In thousands) Gross unrecognized tax benefits—beginning balance $ — $ — $ 1,367 Decreases related to settlements — — (1,174) Decrease related to lapse of statute of limitations — — (193) Gross unrecognized tax benefits—ending balance $ — $ — $ — The Company files U.S. federal and state income tax returns in jurisdictions with varying statutes of limitations. The Company’s tax years from 2012 (inception) are subject to examination by the United States and state authorities due to the carry forward of unutilized net operating losses. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Measurements | |
Fair Value Measurements | 15. Fair Value Measurements 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. 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 December 31, 2021 and 2020, respectively, using quoted prices in active markets for identical assets (Level 1), significant other observable inputs (Level 2) and significant unobservable inputs (Level 3): December 31, 2021 Level 1 Level 2 Level 3 Total (In thousands) Assets: Cash and cash equivalents: Money market accounts $ 2,635 $ — $ — $ 2,635 Total assets measured at fair value $ 2,635 $ — $ — $ 2,635 Liabilities: Warrant obligation $ — $ — $ 8,001 $ 8,001 Other noncurrent liabilities: Warrant obligation — — 1,588 1,588 Total liabilities measured at fair value $ — $ — $ 9,589 $ 9,589 December 31, 2020 Level 1 Level 2 Level 3 Total (In thousands) Assets: Cash and cash equivalents: Money market accounts $ 42,408 $ — $ — $ 42,408 Total assets measured at fair value $ 42,408 $ — $ — $ 42,408 Money market accounts Money market accounts are classified within Level 1 of the fair value hierarchy as they are valued using observable inputs that reflect quoted prices for identical assets in active markets. The carrying amount of the Company’s money market accounts approximates fair value due to their short-term maturities. Warrant obligation The Blue Torch warrant obligation issued in conjunction with the Amendment, as discussed in Note 9, is accounted for in accordance with ASC 815-40, Contracts in an Entity’s Own Equity The following table summarizes the changes in the fair value of the Blue Torch warrant obligation as of December 31, 2021 and 2020: Balance as of December 31, 2020 Initial recognition Loss (gain) on changes in stock price Loss (gain) on changes in estimated common stock on a fully-diluted basis Issuance of warrants Balance as of December 31, 2021 (In thousands) Warrant obligation $ — $ 4,567 $ 826 $ 2,420 $ 1,776 $ 9,589 Non-Financial Assets Certain non-financial assets, such as long-lived assets, are only recorded at fair value if an impairment loss is recognized. Impairment losses recognized for the years ended December 31, 2021, 2020, and 2019 were $0.0 million, $7.6 million, and $1.3 million, respectively. The following tables present non-financial assets that were measured and recorded at fair value on a non-recurring basis and the total impairment losses recorded during the years ended December 31, 2021, 2020, and 2019 on those assets. Non-recurring fair value measurements for the years ended December 31, 2021, 2020, and 2019 included the following: Year Ended December 31, 2021 Carrying value before impairment Fair value (Level 3) Impairment Loss Non-financial assets (in thousands) Long-lived assets $ — $ — $ — Year Ended December 31, 2020 Carrying value before impairment Fair value (Level 3) Impairment Loss Non-financial assets (in thousands) Long-lived assets $ 11,658 $ 4,073 $ 7,585 Year Ended December 31, 2019 Carrying value before impairment Fair value (Level 3) Impairment Loss Non-financial assets (in thousands) Long-lived assets $ 1,514 $ 253 $ 1,261 See Note 6 for further discussion on the long-lived assets’ impairment losses. |
Restructuring Costs
Restructuring Costs | 12 Months Ended |
Dec. 31, 2021 | |
Restructuring Costs | |
Restructuring Costs | 16. 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 during the first half of 2020, including $0.4 million of employee-related expenses, primarily consisting of severance payments, and $0.4 million of other exit costs in Other operating expense, substantially all of which resulted in cash expenditures. In addition, during the first half of 2020, the Company recorded non-cash impairment charges of $7.6 million, 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 temporarily reopened 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 January 2019, the Company announced that it was transferring a substantial portion of the production volume from its Arlington, Texas fulfillment center to its Linden, New Jersey fulfillment center. As a result of the action the Company recorded approximately $0.6 million in total restructuring costs, including $0.2 million of employee-related expenses, substantially all of which resulted in cash expenditures in Other operating expense, and $0.4 million of accelerated depreciation in Depreciation and amortization, all of which were recorded during the first half of 2019. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events | |
Subsequent Events | 17. Subsequent Events On February 14, 2022, the Company entered into a purchase agreement (the “February Purchase Agreement”) with RJB, under which the Company agreed to issue and sell to RJB in a private placement (the “Private Placement”), for an aggregate purchase price of $5.0 million (or $14.00 per unit), 357,143 units each consisting of (i) 1 share of Class A common stock, (ii) 1 warrant to purchase 0.8 shares of Class A common stock at an exercise price of $15.00 per share, (iii) 1 warrant to purchase 0.4 shares of Class A common stock at an exercise price of $18.00 per share and (iv) 1 warrant to purchase 0.2 shares of Class A common stock at an exercise price of $20.00 per share. In the aggregate, RJB received (i) 357,143 shares of Class A common stock, (ii) warrants to purchase 285,714 shares of Class A common stock at an exercise price of $15.00 per share, (iii) warrants to purchase 142,857 shares of Class A common stock at an exercise price of $18.00 per share, and (iv) warrants to purchase 71,429 shares of Class A common stock at an exercise price of $20.00 per share, resulting in approximately $4.8 million of proceeds, net of issuance costs, without giving effect to the receipt of any exercise price of any warrants issued in the transactions. The Private Placement closed on February 14, 2022. The February Purchase Agreement contains customary representations from the Company, on the one hand, and RJB, on the other hand. In accordance with the terms of the February Purchase Agreement, RJB has also agreed to a customary standstill for a period of three years, as well as provisions requiring RJB to vote all Company securities it beneficially owns, and to cause Company securities beneficially owned by Joseph N. Sanberg and certain of its or his respective affiliates to be voted, in each case in excess of 19.9% of the total voting power of the outstanding capital stock of the Company in the aggregate, in proportion to and in accordance with the vote of all stockholders of the Company. Concurrently with the execution of the February Purchase Agreement, the Company and RJB entered into a registration rights agreement (the “Registration Rights Agreement”) with respect to the securities purchased in the Private Placement, pursuant to which the Company agreed, among other things, to file a registration statement (the “Shelf Registration Statement”) with the Securities and Exchange Commission (the “SEC”) on the earliest of (i) February 14, 2023, (ii) within thirty (30) days of the date requested by RJB and (iii) such other date as mutually agreed by the Company and RJB, covering the resale of the shares of Class A common stock and shares of Class A common stock underlying the warrants issued to RJB under the Purchase Agreement (collectively, the “Registrable Securities”). Further, at any time the Shelf Registration Statement is not effective, subject to the terms and conditions of the Registration Rights Agreement, the Company is required upon a demand by RJB to file and cause to be declared effective a shelf registration statement registering the resale of the Registrable Securities, provided that RJB and its affiliates are entitled to a total of four demands in the aggregate under the Registration Rights Agreement and previous rights granted to such parties by the Company pursuant to a separate registration rights agreement in November 2021. In addition, the Registration Rights Agreement provides certain piggyback registration rights to RJB; however, so long as a Shelf Registration Statement is effective, then, subject to the terms and conditions of the Registration Rights Agreement, the Company shall have no obligation to allow RJB to exercise its piggyback registration rights and include Registrable Securities in another registration statement being filed by the Company. The Registration Rights Agreement contains customary covenants and indemnification provisions that the parties made to, and solely for the benefit of, each other in the context of the terms and conditions of the Registration Rights Agreement, the February Purchase Agreement, and the transactions contemplated thereunder. The provisions of the Registration Rights Agreement, including any representations, warranties and covenants contained therein, were made solely for the benefit of the parties thereto and may be subject to limitations agreed upon by the contracting parties. Each warrant issued in the Private Placement has a term of seven years from the date of issuance. Each such warrant may only be exercised for cash, except in connection with certain fundamental transactions, and no fractional shares will be issued upon exercise of the warrants. The warrants will be nontransferable, except in limited circumstances, and will not be listed or otherwise trade on any stock exchange. The number of shares issuable upon exercise of the warrants and the applicable exercise prices will be subject to adjustment in certain events, including (i) dividends or distributions of shares of the Company’s Class A common stock, (ii) subdivisions, combinations and certain reclassifications of shares of the Company’s Class A common stock, (iii) certain additional issuances of Class A common stock or securities exercisable for or convertible into shares of Class A common stock at a price per share less than the market price for the Company’s Class A common stock, (iv) distributions of assets other than Class A common stock, or (v) certain repurchases by the Company. The Company intends to use the net proceeds of the Private Placement for working capital and general corporate purposes, including to continue to accelerate its growth strategy. |
Schedule II - Valuation and Qua
Schedule II - Valuation and Qualifying Accounts | 12 Months Ended |
Dec. 31, 2021 | |
SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract] | |
SEC Schedule, 12-09, Schedule of Valuation and Qualifying Accounts Disclosure [Text Block] | Schedule II: Valuation and Qualifying Accounts Additions Balance at Beginning of Period Charges to Costs and Expenses Other Reductions Balance at End of Period (In thousands) Deferred Tax Asset Valuation Allowance: Fiscal year ended December 31, 2021 $ 126,007 $ - $ 14,215 $ - $ 140,222 Fiscal year ended December 31, 2020 $ 120,330 $ - $ 5,677 $ - $ 126,007 Fiscal year ended December 31, 2019 $ 109,774 $ - $ 10,556 $ - $ 120,330 Inventory Valuation Reserve: Fiscal year ended December 31, 2021 $ 330 $ 827 $ - $ (792) $ 365 Fiscal year ended December 31, 2020 $ 1,474 $ 441 $ - $ (1,585) $ 330 Fiscal year ended December 31, 2019 $ 1,565 $ 1,708 $ - $ (1,799) $ 1,474 Credits and Refunds Reserve: Fiscal year ended December 31, 2021 $ 1,522 $ 19,552 $ - $ (19,839) $ 1,235 Fiscal year ended December 31, 2020 $ 1,172 $ 18,797 $ - $ (18,447) $ 1,522 Fiscal year ended December 31, 2019 $ 1,094 $ 13,466 $ - $ (13,388) $ 1,172 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Summary of Significant Accounting Policies | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation 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”). Certain reclassifications were made to prior year amounts to conform to current year presentation. |
Use of Estimates | 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. |
Cash and Cash Equivalents | Cash and Cash Equivalents All highly liquid investments with original maturities of three months or less at the date of purchase are considered to be cash equivalents. Cash and cash equivalents are stated at cost plus accrued interest and consist of cash on hand, money market accounts, and amounts held by third party financial institutions for credit and debit card transactions. Cash and cash equivalents as of December 31, 2021 and 2020 was $82.2 million and $44.1 million, respectively, and consist of qualifying money market accounts and amounts due from third party institutions which generally settle within three |
Accounts Receivable | Accounts Receivable Accounts receivable primarily represent amounts due from third parties that market the Company’s products and other trade receivables. Accounts receivable are recorded at invoiced amounts, net of allowances for doubtful accounts if applicable, are unsecured, and do not bear interest. The allowance for doubtful accounts was $0.1 million as of December 31, 2021 and 2020. |
Certain Risks and Concentrations | Certain Risks and Concentrations Financial instruments that subject the Company to significant concentrations of credit risk consist of cash, cash equivalents, and restricted cash. All of the Company’s cash, cash equivalents, and restricted cash are held at financial institutions in the United States that management believes to be of high credit quality. Deposits held in the United States with these financial institutions exceed federally insured limits. The primary focus of the Company’s investment strategy is to preserve capital and meet liquidity requirements. The Company’s investment policy addresses the level of credit exposure by limiting the concentration in any one corporate issuer or sector and establishing a minimum allowable credit rating. No individual customer accounted for 10% or more of the Company’s total Net revenue for the years ended December 31, 2021, 2020, and 2019. There are no significant concentration risks within the Company’s Accounts receivable as of December 31, 2021 and 2020. For the years ended December 31, 2021, 2020, and 2019, an individual shipping carrier accounted for 13.4%, 13.7% and 14.9% of the Company’s total Cost of goods sold, excluding depreciation and amortization, respectively. No individual supplier accounted for 10% or more of total Accounts payable as of December 31, 2021 and 2020. The Company has experienced net losses in each year since inception. In the years ended December 31, 2021, 2020, and 2019, the Company incurred net losses of $88.4 million, $46.2 million, and $61.1 million, respectively. As of December 31, 2021, the Company has $82.2 million of cash on hand. The Company plans to continue to significantly increase marketing spend in 2022 to continue to invest to attract new and retain existing customers while maintaining compliance with its debt covenants. In addition, the 2020 Term Loan is repayable in equal quarterly installments with the remaining unpaid principal amount repayable on March 31, 2023. 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 initatives and deliver the results as forecasted, among other factors. |
Inventories, Net | Inventories, Net Inventories, net consist primarily of bulk and prepped food, products available for resale, packaging, containers, and wine products which are stated at the lower of cost or net realizable value. Inventory costs consist of product costs, inbound shipping and handling costs, and applicable direct labor costs. Inventories are valued on a first in, first out cost basis. The Company records an inventory valuation reserve when applicable based on currently available information about the likely method of disposition, such as through sales to individual customers, donations, or liquidations and expected recoverable values of each inventory category. |
Leases | Leases The Company categorizes lease agreements at their inception as either operating or capital leases. For operating leases, the Company recognizes rent expense on a straight-line basis over the term of the lease. For capital leases, the Company records a leased asset with a corresponding liability. Payments are recorded as reductions to the liability with an interest charge recorded based on the remaining liability. Sublease payments received by the Company are recorded as income against the associated rent expense. The Company reviews leases for which it is involved in construction to determine if it is considered to be the owner for accounting purposes during the construction period. If the Company is determined to be the owner for accounting purposes, the Company follows build-to-suit accounting and capitalizes the fair value of the building and direct construction costs incurred along with a corresponding facility financing liability. At the end of the construction period, the Company assesses whether these arrangements qualify for sales recognition under sale-leaseback accounting guidance. If upon completion of construction, the arrangement does not meet the sale-leaseback criteria, the Company will continue to be considered the owner of the building for accounting purposes. |
Property and Equipment, Net | Property and Equipment, Net Property and equipment, net, including leasehold improvements, are stated at cost and are depreciated using a straight-line method over the estimated useful lives of the related assets. The estimated useful lives are as follows: Computer equipment 2 Capitalized software 2 years Fulfillment equipment 5 Furniture and fixtures 5 years Leasehold improvements Shorter of expected useful life or lease term Buildings 30 years |
Capitalized Software Development Costs | Capitalized Software Development Costs The Company capitalizes qualifying internally-developed software development costs that are incurred during the application development stage, so long as management with the relevant authority authorizes the project, it is probable the project will be completed, and the software will be used to perform the function intended. Capitalized costs are amortized on a straight-line basis over their expected useful lives, which is approximately two years. Costs incurred for enhancements that are expected to result in additional significant functionality are capitalized and amortized over the estimated useful life of the enhancement. Costs related to preliminary project activities and post-implementation operation activities, including training and maintenance, are expensed as incurred. Capitalized software development costs net of accumulated amortization are included as a component of Property and equipment, net in the accompanying Consolidated Balance Sheets. |
Recoverability of Long Lived Assets | Recoverability of Long-Lived Assets Long-lived assets consist of the Company’s property and equipment and capitalized software development costs. The Company periodically evaluates whether events and circumstances have occurred that indicate the remaining estimated useful life of long-lived assets may warrant revision or that the remaining balance may not be recoverable. These factors may include a significant deterioration of operating results, changes in business plans, or changes in anticipated cash flows. Recoverability is measured by comparing the carrying amount of an asset group to future undiscounted net cash flows expected to be generated. If future undiscounted cash flows are less than the carrying value, an impairment is recognized in earnings to the extent that the carrying value exceeds fair value. For the year ended December 31, 2021, there were no impairments of long-lived assets For the year ended December 31, 2020, the Company recorded impairment charges of $7.6 million in Other operating expense on long-lived assets related to its Arlington fulfillment center. For the year ended December 31, 2019, the Company recorded impairment charges of $1.3 million in Other operating expense on long-lived assets primarily related to the reprioritization of initiatives to support its growth strategy. |
Fair Value Estimates | Fair Value Estimates The fair value of financial instruments and non-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. Cash and cash equivalents, restricted cash, receivables, accounts payable, and accrued liabilities are stated at carrying amounts as reported in the Consolidated Financial Statements, which approximates fair value due to their short-term nature. The fair value of the long-term debt approximates its carrying value based on the variable nature of interest rates and current market rates available to the Company. The Blue Torch warrant obligation issued in conjunction with the Amendment, as discussed in Note 9, is accounted for in accordance with ASC 815-40, Contracts in an Entity’s Own Equity |
Revenue Recognition | Revenue Recognition The Company primarily generates revenue from the sale of its products to customers, including meals, wine, and kitchen tools. For the years ended December 31, 2021, 2020, and 2019, the Company derived substantially all of its Net revenue from sales of its meals. The Company's revenue contracts represent a single performance obligation to sell its products to its customers. The Company recognizes revenue upon transfer of control, including passage of title to the customer and transfer of risk of loss related to the products, in an amount that reflects the consideration the Company expects to be entitled to. In general, the Company charges credit cards in advance of shipment. Transfer of control generally passes upon delivery to the customer. Sales taxes imposed on the Company’s sales are presented on a net basis in the Consolidated Statements of Operations, and therefore do not impact Net revenue or Cost of goods sold, excluding depreciation and amortization. The Company deducts promotional discounts, actual customer credits and refunds as well as credits and refunds expected to be issued to determine Net revenue. Customers who receive a damaged meal or wine order or are dissatisfied with an order and contact the Company within seven days of receipt of the order may receive a full or partial refund, full or partial credit against future purchase, or replacement, at the Company's sole discretion. Credits only remain available for customers who maintain a valid account with the Company. Customers who return an unused, undamaged Blue Apron Market product within 30 days of receipt receive a full refund. The Company estimates and records expected credits and refunds based on prior history, recent trends, and projections for credits and refunds on sales in the current period. Reserves for credits and refunds are included within Accrued expenses and other current liabilities on the Consolidated Balance Sheets. The Company periodically enters into agreements with third parties to market the Company’s products. The Company records revenue from such arrangements at the gross amount as the Company is the principal in these arrangements as it is primarily responsible for fulfilling the goods to customers, provides primary customer service for such products sold on its website, has latitude in establishing price and selecting such products sold on its website, and maintains inventory risk. The Company has two types of contractual liabilities: (i) cash collections from its customers prior to delivery of products purchased, which are included in Deferred revenue on the Consolidated Balance Sheets, and are recognized as revenue upon transfer of control of its products, and (ii) unredeemed gift cards and other prepaid orders, which are included in Deferred revenue on the Consolidated Balance Sheets, and are recognized as revenue when gift cards are redeemed and the products are delivered. Certain gift cards are not expected to be redeemed, also known as breakage, and are recognized as revenue over the expected redemption period, subject to requirements to remit balances to governmental agencies. Contractual liabilities included in Deferred revenue on the Consolidated Balance Sheets were $8.0 million and $6.3 million as of December 31, 2021 and December 31, 2020, respectively. During the year ended December 31, 2021, the Company recognized $5.4 million to Net revenue from the Deferred revenue at December 31, 2020. The Company adopted ASU 2014-09 using a modified retrospective approach and recognized $0.3 million cumulative-effect adjustment to reduce Accumulated deficit as of January 1, 2019. The cumulative-effect adjustment to Accumulated deficit was due to breakage of gift cards to the extent there is no requirement for remitting balances to governmental agencies. Under the modified retrospective approach, prior period balances are not retrospectively adjusted. |
Cost of Goods Sold, Excluding Depreciation and Amortization | Cost of Goods Sold, Excluding Depreciation and Amortization Cost of goods sold, excluding depreciation and amortization consists of product and fulfillment costs. Product costs include the cost of food, packaging for food that is portioned prior to delivery to customers, labor and related personnel costs incurred to portion food for the Company’s meals, inbound shipping costs, and cost of products sold through Blue Apron Wine, and Blue Apron Market. Fulfillment costs consist of costs incurred in the shipping and handling of inventory including the shipping costs to the Company’s customers, labor and related personnel costs related to receiving, inspecting, warehousing, picking inventory, and preparing customer orders for shipment, and the cost of packaging materials and shipping supplies. |
Advertising Costs | Advertising Costs Advertising costs are charged to Marketing expense in the accompanying Consolidated Statements of Operations. Advertising costs were $68.4 million, $45.1 million, and $41.4 million for the years ended December 31, 2021, 2020, and 2019, respectively. The Company recognizes advertising costs the first time the advertising takes place. Deferred advertising, marketing, and promotional costs, which principally relate to advertisements that have not yet been exhibited or services that have not yet been received, were $1.0 million and $1.5 million as of December 31, 2021 and 2020, respectively, and are recorded within Prepaid expenses and other current assets in the Consolidated Balance Sheets. |
Product, Technology, General and Administrative | Product, Technology, General and Administrative Product, technology, general and administrative expenses consist of costs related to the development of the Company’s products and technology, general and administrative expenses, and overhead expenses, which include: payroll and related expenses for employees involved in the application, production, and maintenance of the Company’s platform and other technology infrastructure costs; payroll and related expenses for employees performing corporate and other managerial functions; facilities costs such as occupancy and rent costs for the Company’s corporate offices and fulfillment centers; and payment processing fees, professional fees, and other general corporate and administrative costs. |
Share-Based Compensation | Share-Based Compensation The Company recognizes share-based compensation for share-based awards, including stock options and restricted stock units, based on the estimated fair value of the awards on a straight-line basis over the period in which the employee is required to provide services, generally up to four years. The Company estimates the fair value of stock options on the grant date generally using the Black-Scholes option-pricing model. The fair value of restricted stock units is determined based on the closing price of the Company’s Class A common stock on the New York Stock Exchange on the grant date. The Company recognizes forfeitures as they occur. |
Other Operating Expense | Other Operating Expense Other operating expense consists of a non-cash gain, net of a termination fee, on the Fairfield lease termination, impairment losses on long-lived assets, charges for estimated legal settlements, and restructuring costs. |
Interest Income (Expense), Net | Interest Income (Expense), Net Interest income and expense consists primarily of interest expense associated with the Company’s outstanding borrowings, capital lease financings, and build-to-suit lease financing offset by interest income on cash and cash equivalents. |
Other Income (Expense), Net | Other Income (Expense), Net Other income and expense consists of the change in fair value of the Blue Torch warrant obligation upon remeasurement as of each reporting period. For additional information on the Blue Torch warrant obligation, see Note 9 and Note 15. |
Income Taxes | Other Income (Expense), Net Other income and expense consists of the change in fair value of the Blue Torch warrant obligation upon remeasurement as of each reporting period. For additional information on the Blue Torch warrant obligation, see Note 9 and Note 15. |
Segments | Segments Operating segments are defined as components of an entity for which discrete financial information is available and that is regularly reviewed by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources to an individual segment and in assessing performance. The Company’s CODM is its Chief Executive Officer. The Company has determined it operates in one operating segment and one reportable segment, as the CODM reviews financial information presented on a consolidated basis for purposes of making operating decisions, allocating resources, and evaluating financial performance. |
Emerging Growth and Smaller Reporting Company Status | 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 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, Leases (Topic 842): Lessors – Certain Leases with Variable Lease Payments , Leases (Topic 842): Discount Rate for Lessees That Are Not Public Business Entities 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 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 Recently Adopted Accounting Pronouncements 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. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Summary of Significant Accounting Policies | |
Schedule of estimated useful lives of Property and equipment, net | Computer equipment 2 Capitalized software 2 years Fulfillment equipment 5 Furniture and fixtures 5 years Leasehold improvements Shorter of expected useful life or lease term Buildings 30 years |
Inventories, Net (Tables)
Inventories, Net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Inventories, Net | |
Summary of inventories, net | December 31, 2021 2020 (In thousands) Fulfillment $ 1,879 $ 3,366 Product 23,110 14,819 Inventories, net $ 24,989 $ 18,185 |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Prepaid Expenses and Other Current Assets | |
Summary of prepaid expenses and other current assets | December 31, 2021 2020 (In thousands) Insurance proceeds receivable $ — $ 11,250 Prepaid insurance 6,929 $ 7,092 Other current assets 5,320 5,309 Prepaid expenses and other current assets $ 12,249 $ 23,651 |
Restricted Cash (Tables)
Restricted Cash (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Restricted Cash | |
Reconciliation of cash between balance sheets and statements of cash flows | December 31, 2021 2020 2019 2018 (in thousands) Cash and cash equivalents $ 82,160 $ 44,122 $ 43,531 $ 95,615 Restricted cash included in Prepaid expenses and other current assets 608 610 — — Restricted cash included in Other noncurrent assets 829 1,110 2,912 1,692 Total cash, cash equivalents, and restricted cash $ 83,597 $ 45,842 $ 46,443 $ 97,307 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property and Equipment, Net | |
Summary of property and equipment | December 31, 2021 2020 (In thousands) Computer equipment $ 11,556 $ 11,110 Capitalized software 24,163 21,318 Fulfillment equipment 52,058 51,096 Furniture and fixtures 2,730 3,408 Leasehold improvements 32,507 32,969 Buildings (1) 114,877 114,877 Construction in process (2) 1,746 1,442 Property and equipment, gross 239,637 236,220 Less: accumulated depreciation and amortization (131,282) (111,012) Property and equipment, net $ 108,355 $ 125,208 (1) Buildings includes a build-to-suit lease financing in Linden, New Jersey where the Company is considered the owner for accounting purposes, and as of December 31, 2021 and 2020, contains $31.3 million of the capitalized fair value of the building, $80.8 million of costs incurred by the Company relating to this arrangement, and $2.8 million of capitalized interest for related construction projects. The Company capitalized the cost of interest for the related construction projects based on the applicable capitalization rate for the project. (2) Construction in process includes all costs capitalized related to projects that have not yet been placed in service. |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accrued Expenses and Other Current Liabilities | |
Summary of accrued expenses and other current liabilities | December 31, 2021 2020 (In thousands) Accrued compensation $ 14,848 $ 17,189 Accrued credits and refunds reserve 1,258 1,547 Accrued legal settlements — 12,250 Accrued marketing expenses 7,095 2,006 Accrued shipping expenses 1,344 2,060 Other current liabilities 7,406 6,580 Accrued expenses and other current liabilities $ 31,951 $ 41,632 |
Deferred Revenue (Tables)
Deferred Revenue (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Deferred Revenue | |
Summary of deferred revenue | December 31, 2021 2020 (In thousands) Cash received prior to fulfillment $ 4,861 $ 1,550 Gift cards, prepaid orders, and other 3,097 4,719 Deferred revenue $ 7,958 $ 6,269 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt | |
Schedule of principal payments | (In thousands) Fiscal year ended December 31, 2022 3,500 Fiscal year ended December 31, 2023 27,125 $ 30,625 |
Summary of presentation of debt balances | December 31, December 31, 2021 2020 (In thousands) 2020 Term Loan $ 30,625 $ 34,125 Debt issuance costs, net (1,239) (1,878) Total debt outstanding, net of debt issuance costs 29,386 32,247 Less: current portion of long-term debt 3,500 3,500 Long-term debt $ 25,886 $ 28,747 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies | |
Summary of aggregate future non-cancelable minimum lease payments | As of December 31, 2021, the aggregate future non-cancelable minimum lease payments consist of the following: Capital Build-to-Suit Operating Years Ended December 31: Leases Leases Leases (In thousands) 2022 $ 27 $ 2,528 $ 13,589 2023 4 2,579 9,946 2024 — 2,631 8,741 2025 — 2,683 6,181 2026 — 1,812 5,651 Thereafter — — — $ 31 $ 12,233 $ 44,108 Less: amount representing interest and taxes (1) Lease obligations net of interest and taxes 30 Less: current portion of capital lease obligations (25) Noncurrent portion of capital lease obligations $ 5 |
Share-based Compensation (Table
Share-based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Compensation | |
Schedule of Share-based Compensation Cost | Year Ended December 31, 2021 2020 2019 (In thousands) Cost of goods sold, excluding depreciation and amortization $ 45 $ 98 $ 193 Product, technology, general and administrative 9,654 8,359 8,777 Total share-based compensation $ 9,699 $ 8,457 $ 8,970 |
Schedule of Restricted Stock Units Activity | Number Weighted-Average of Grant Date Shares Fair Value Unvested — December 31, 2020 1,694,199 $ 9.65 Granted 1,440,714 6.09 Vested (627,914) 11.41 Forfeited / canceled (519,929) 8.18 Unvested — December 31, 2021 1,987,070 $ 6.86 |
Schedule of Options Activity | Weighted- Aggregate Weighted- Average Intrinsic Number Average Remaining Value of of Exercise Contractual Outstanding Options Price Term Options (Years) (In thousands) Outstanding — December 31, 2020 59,936 $ 100.96 4.43 $ — Granted — — Exercised — — Forfeited / canceled (22,178) 107.14 Outstanding — December 31, 2021 37,758 $ 97.33 4.09 $ — Exercisable — December 31, 2021 37,758 $ 97.33 4.09 $ — |
Earnings per Share (Tables)
Earnings per Share (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings per Share | |
Schedule of earnings per share | Year Ended December 31, 2021 2020 2019 Class A Class B Class A Class B Class A Class B (In thousands, except share and per-share data) Numerator: Net income (loss) attributable to common stockholders $ (78,861) $ (9,520) $ (34,453) $ (11,701) $ (31,930) $ (29,151) Denominator: Weighted-average shares used to compute net income (loss) per share attributable to common stockholders—basic 19,888,995 2,400,808 11,270,830 3,827,953 6,842,752 6,247,156 Weighted-average shares used to compute net income (loss) per share attributable to common stockholders—diluted 19,888,995 2,400,808 11,270,830 3,827,953 6,842,752 6,247,156 Net income (loss) per share attributable to common stockholders—basic (1) $ (3.97) $ (3.97) $ (3.06) $ (3.06) $ (4.67) $ (4.67) Net income (loss) per share attributable to common stockholders—diluted (1) $ (3.97) $ (3.97) $ (3.06) $ (3.06) $ (4.67) $ (4.67) (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 | Year Ended December 31, 2021 2020 2019 Class A Class B Class A Class B Class A Class B Stock options 46,537 — 3,923 123,817 65,022 254,138 Restricted shares — — — — — 450 Restricted stock units 2,208,666 — 1,688,527 — 1,159,923 — Warrants 11,184,218 — — — — — Total anti-dilutive securities 13,439,421 — 1,692,450 123,817 1,224,945 254,588 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Taxes | |
Summary of components of the provision for income taxes | Year Ended December 31, 2021 2020 2019 (In thousands) Current provisions for income taxes: Federal $ — $ — $ — State 23 42 42 Total current 23 42 42 Deferred tax benefit: Federal — — — State — — — Total deferred — — — Provision for income taxes $ 23 $ 42 $ 42 |
Summary of reconciliation of the provisions (benefits) for income taxes | Year Ended December 31, 2021 2020 2019 Tax at statutory federal rate 21.00 % 21.00 % 21.00 % State tax — net of federal benefit (0.04) % (0.05) % (0.09) % Change in valuation allowance (12.85) % (11.10) % (17.26) % Share-based compensation (0.79) % (3.41) % (3.47) % Debt extinguishment and warrant obligation (3.32) % — % — % Charitable contributions (4.73) % (6.20) % (0.65) % Other 0.70 % (0.33) % 0.40 % Provision for income taxes (0.03) % (0.09) % (0.07) % |
Summary of tax effects of temporary differences that give rise to significant portions of deferred tax assets (liabilities) | December 31, 2021 2020 (In thousands) Deferred tax assets: Tax attribute carryforwards $ 121,346 $ 109,246 Build-to-suit deferred tax assets 9,237 9,210 Inventories 3,052 2,338 Share-based compensation 1,074 500 Accruals, reserves, and other 12,370 12,105 Gross deferred tax assets 147,079 133,399 Deferred tax liabilities: Build-to-suit deferred tax liabilities 6,857 7,392 Gross deferred tax liabilities 6,857 7,392 Valuation allowance 140,222 126,007 Net deferred taxes $ — $ — |
Schedule of activity related to the unrecognized tax benefits | Year Ended December 31, 2021 2020 2019 (In thousands) Gross unrecognized tax benefits—beginning balance $ — $ — $ 1,367 Decreases related to settlements — — (1,174) Decrease related to lapse of statute of limitations — — (193) Gross unrecognized tax benefits—ending balance $ — $ — $ — |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Measurements | |
Schedule of assets measured on a recurring basis | December 31, 2021 Level 1 Level 2 Level 3 Total (In thousands) Assets: Cash and cash equivalents: Money market accounts $ 2,635 $ — $ — $ 2,635 Total assets measured at fair value $ 2,635 $ — $ — $ 2,635 Liabilities: Warrant obligation $ — $ — $ 8,001 $ 8,001 Other noncurrent liabilities: Warrant obligation — — 1,588 1,588 Total liabilities measured at fair value $ — $ — $ 9,589 $ 9,589 December 31, 2020 Level 1 Level 2 Level 3 Total (In thousands) Assets: Cash and cash equivalents: Money market accounts $ 42,408 $ — $ — $ 42,408 Total assets measured at fair value $ 42,408 $ — $ — $ 42,408 |
Rollforward of fair value of Level 3 instruments | Balance as of December 31, 2020 Initial recognition Loss (gain) on changes in stock price Loss (gain) on changes in estimated common stock on a fully-diluted basis Issuance of warrants Balance as of December 31, 2021 (In thousands) Warrant obligation $ — $ 4,567 $ 826 $ 2,420 $ 1,776 $ 9,589 |
Schedule of assets measured on a non-recurring basis | Year Ended December 31, 2021 Carrying value before impairment Fair value (Level 3) Impairment Loss Non-financial assets (in thousands) Long-lived assets $ — $ — $ — Year Ended December 31, 2020 Carrying value before impairment Fair value (Level 3) Impairment Loss Non-financial assets (in thousands) Long-lived assets $ 11,658 $ 4,073 $ 7,585 Year Ended December 31, 2019 Carrying value before impairment Fair value (Level 3) Impairment Loss Non-financial assets (in thousands) Long-lived assets $ 1,514 $ 253 $ 1,261 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Cash, accts rec (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Cash and Cash Equivalents | ||||
Cash and cash equivalents | $ 82,160 | $ 44,122 | $ 43,531 | $ 95,615 |
Credit and debit card transactions, settlement period | 3 days | |||
Credit and debit card transaction receivables | $ 4,300 | 1,500 | ||
Accounts Receivable | ||||
Allowance for doubtful accounts | $ 100 | $ 100 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Certain Risks and Concentrations (Details) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021USD ($)itemcustomer | Dec. 31, 2020USD ($)customeritem | Dec. 31, 2019USD ($)itemcustomer | Dec. 31, 2018USD ($) | |
Certain Risks and Concentrations | ||||
Net loss | $ | $ (88,381) | $ (46,154) | $ (61,081) | |
Cash and cash equivalents | $ | $ 82,160 | $ 44,122 | $ 43,531 | $ 95,615 |
Customer Concentration Risk [Member] | Revenue from Contract with Customer Benchmark [Member] | ||||
Certain Risks and Concentrations | ||||
Number of customers/suppliers exceeding 10% concentration | customer | 0 | 0 | 0 | |
Supplier Concentration | Cost of goods sold. | ||||
Certain Risks and Concentrations | ||||
Number of customers/suppliers exceeding 10% concentration | item | 1 | 1 | 1 | |
Supplier Concentration | Cost of goods sold. | Shipping carrier | ||||
Certain Risks and Concentrations | ||||
Concentration risk, percentage | 13.40% | 13.70% | 14.90% | |
Supplier Concentration | Accounts Payable As Risk Concentration Benchmark [Member] | ||||
Certain Risks and Concentrations | ||||
Number of customers/suppliers exceeding 10% concentration | item | 0 | 0 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Property and Equipment, Net (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Computer equipment | Maximum | |
Property and equipment | |
Estimated useful life | P3Y |
Computer equipment | Minimum | |
Property and equipment | |
Estimated useful life | P2Y |
Capitalized software | |
Property and equipment | |
Estimated useful life | P2Y |
Fulfillment equipment | Maximum | |
Property and equipment | |
Estimated useful life | P7Y |
Fulfillment equipment | Minimum | |
Property and equipment | |
Estimated useful life | P5Y |
Furniture and fixtures | |
Property and equipment | |
Estimated useful life | P5Y |
Buildings | |
Property and equipment | |
Estimated useful life | P30Y |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Capitalized Software Development Costs (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Capitalized software | |
Capitalized Software Development Costs | |
Expected useful lives of capitalized costs | 2 years |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Recoverability of Long Lived Assets (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Recoverability of Long Lived Assets | ||||
Loss on impairment | $ 0 | $ 7,585 | $ 1,261 | |
Arlington Fulfillment Center [Member] | ||||
Recoverability of Long Lived Assets | ||||
Loss on impairment | $ 7,600 | $ 7,600 |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies - Revenue Recognition (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021USD ($)item | Dec. 31, 2020USD ($) | Dec. 31, 2018USD ($) | |
Significant Accounting Policies [Line Items] | |||
Notification period | 7 days | ||
Notification period for unused product refund | 30 days | ||
Contract liabilities, number of types | item | 2 | ||
Contract liability | $ 7,958 | $ 6,269 | |
Deferred revenue recognized during the period | 5,400 | ||
Accumulated deficit | $ (666,514) | $ (578,133) | |
Difference between Revenue Guidance in Effect before and after Topic 606 [Member] | Accounting Standards Update 2014-09 [Member] | |||
Significant Accounting Policies [Line Items] | |||
Accumulated deficit | $ 300 |
Summary of Significant Accou_10
Summary of Significant Accounting Policies - Advertising, etc. (Details) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021USD ($)segment | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | |
Advertising Costs | |||
Advertising costs | $ | $ 68.4 | $ 45.1 | $ 41.4 |
Deferred advertising, marketing and promotional costs | $ | $ 1 | $ 1.5 | |
Share Based Compensation | |||
Service period | 4 years | ||
Operating Information by Segment | |||
Number of Operating Segments | segment | 1 | ||
Number of Reportable Segments | segment | 1 |
Inventories, Net (Details)
Inventories, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Inventories, Net | ||
Fulfillment | $ 1,879 | $ 3,366 |
Product | 23,110 | 14,819 |
Inventories, net | $ 24,989 | $ 18,185 |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Prepaid Expenses and Other Current Assets | ||
Insurance proceeds receivable | $ 11,250 | |
Prepaid insurance | $ 6,929 | 7,092 |
Other current assets | 5,320 | 5,309 |
Prepaid expenses and other current assets | $ 12,249 | $ 23,651 |
Restricted Cash (Details)
Restricted Cash (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Restricted Cash | ||||
Cash and cash equivalents | $ 82,160 | $ 44,122 | $ 43,531 | $ 95,615 |
Restricted Cash and Cash Equivalents, Current | $ 608 | $ 610 | ||
Restricted Cash and Cash Equivalents, Asset, Statement of Financial Position [Extensible List] | Prepaid Expense and Other Assets, Current | Prepaid Expense and Other Assets, Current | ||
Restricted Cash and Cash Equivalents, Noncurrent | $ 829 | $ 1,110 | 2,912 | 1,692 |
Restricted Cash and Cash Equivalents, Noncurrent, Asset, Statement of Financial Position [Extensible List] | Other Assets, Noncurrent | Other Assets, Noncurrent | ||
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents, Total | $ 83,597 | $ 45,842 | $ 46,443 | $ 97,307 |
Property and Equipment, Net (De
Property and Equipment, Net (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Sep. 30, 2019 | Mar. 31, 2020 | Jun. 30, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Mar. 30, 2020 | Feb. 29, 2020 | |
Property and equipment, net | ||||||||
Computer equipment | $ 11,556 | $ 11,110 | ||||||
Capitalized software | 24,163 | 21,318 | ||||||
Fulfillment equipment | 52,058 | 51,096 | ||||||
Furniture and fixtures | 2,730 | 3,408 | ||||||
Leasehold improvements | 32,507 | 32,969 | ||||||
Buildings | 114,877 | 114,877 | ||||||
Construction in process | 1,746 | 1,442 | ||||||
Property and equipment, gross | 239,637 | 236,220 | ||||||
Less: accumulated depreciation and amortization | (131,282) | (111,012) | ||||||
Property and equipment, net | 108,355 | 125,208 | ||||||
Build-to-suit lease financings included in Buildings | 31,300 | 31,300 | $ 31,100 | |||||
Cost incurred to date | 80,800 | 80,800 | ||||||
Depreciation and amortization of property and equipment | 22,203 | 24,503 | $ 31,200 | |||||
Capitalized interest to date | 2,800 | 2,800 | ||||||
Gain (loss) on lease termination | $ 4,900 | |||||||
Total non-cancelable minimum lease payments, pre adoption | 44,108 | 32,900 | ||||||
Facility financing obligation | 35,886 | 35,957 | 35,700 | |||||
Deferred rent | $ 1,800 | |||||||
Loss on impairment | 0 | 7,585 | 1,261 | |||||
Future minimum sublease receipts | 7,700 | |||||||
Total equipment financed under capital leases | 700 | |||||||
Total equipment financed under capital leases, related accumulated depreciation | 700 | 600 | ||||||
Depreciation expense related to total property and equipment under capital leases | 0 | 100 | 200 | |||||
Share based compensation | 9,699 | 8,457 | 8,970 | |||||
Net book value of capitalized software development costs | 4,600 | 3,900 | ||||||
Amortization expense for capitalized software development costs | 2,700 | 3,600 | 5,500 | |||||
Write-off on abandonment | $ 1,300 | |||||||
Capitalized software | ||||||||
Property and equipment, net | ||||||||
Development costs | 3,400 | 2,100 | 3,100 | |||||
Share based compensation | $ 600 | 300 | $ 400 | |||||
Arlington Fulfillment Center [Member] | ||||||||
Property and equipment, net | ||||||||
Property and equipment, net | $ 11,700 | |||||||
Fair value of long-lived assets | $ 4,100 | |||||||
Loss on impairment | $ 7,600 | $ 7,600 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Accrued expenses and other current liabilities | |||
Accrued compensation | $ 14,848 | $ 17,189 | |
Accrued credits and refunds reserve | 1,258 | 1,547 | |
Accrued legal settlements | 12,250 | ||
Accrued marketing expenses | 7,095 | 2,006 | |
Accrued shipping expenses | 1,344 | 2,060 | |
Other current liabilities | 7,406 | 6,580 | |
Accrued expenses and other current liabilities | $ 31,951 | 41,632 | |
Portion of settlement covered by insuror | $ 11,300 | ||
Insurance proceeds receivable | $ 11,300 |
Deferred Revenue (Details)
Deferred Revenue (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred Revenue | ||
Cash received prior to fulfillment | $ 4,861 | $ 1,550 |
Gift cards, prepaid orders, and other | 3,097 | 4,719 |
Deferred revenue | $ 7,958 | $ 6,269 |
Debt (Details)
Debt (Details) - USD ($) $ / shares in Units, $ in Thousands | May 05, 2021 | May 04, 2021 | Oct. 16, 2020 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Aug. 31, 2016 |
Debt instruments | ||||||||
Maximum borrowing capacity, line of credit | $ 55,000 | $ 150,000 | ||||||
Repayment of revolving credit facility | 43,800 | |||||||
Debt issuance costs | $ 214 | $ 1,076 | $ 812 | |||||
Warrant exercise price (in dollars per share) | $ 0.01 | |||||||
Equity subject to warrant exercise (as a percent) | 0.50% | |||||||
Loss on extinguishment of debt | $ 4,100 | 4,089 | ||||||
Loss related to contemporaneous issuance of warrants | 4,600 | |||||||
Fees paid on modification | 100 | |||||||
Fair Value Adjustment of Warrants | $ 600 | 5,021 | ||||||
Maturities of Long-term Debt [Abstract] | ||||||||
2022 | 3,500 | |||||||
2023 | 27,125 | |||||||
Amount outstanding | $ 30,625 | |||||||
2020 Term Loan | ||||||||
Debt instruments | ||||||||
Face value of debt | $ 35,000 | |||||||
Margin added to variable rate (as a percent) | 9.00% | |||||||
Interest rate (as a percent) | 9.00% | |||||||
Increase in interest rate (as a percent) | 1.00% | |||||||
Prepayment required, as percentage of equity issuances | 50.00% | |||||||
Equity issuance triggering prepayment requirement | $ 30,000 | |||||||
Equity issuance period | 60 days | |||||||
Minimum liquidity balance | $ 20,000 | $ 20,000 | ||||||
Minimum liquidity balance, initial period | $ 15,000 | |||||||
Quarterly principal payment amount | $ 875 | |||||||
Anniversary fee (as a percent) | 1.00% | |||||||
Warrant exercise price (in dollars per share) | $ 0.01 | |||||||
Equity subject to warrant exercise (as a percent) | 0.50% | |||||||
Warrant term | 5 years | |||||||
2020 Term Loan | LIBOR | Minimum | ||||||||
Debt instruments | ||||||||
Margin added to variable rate (as a percent) | 1.50% | 1.50% | ||||||
2021 Term Loan | ||||||||
Debt instruments | ||||||||
Face value of debt | $ 5,000 | |||||||
Interest rate (as a percent) | 10.00% | |||||||
Prepayment required, as percentage of equity issuances | 100.00% | |||||||
Minimum liquidity balance | $ 20,000 | |||||||
Payments of Loan Costs | 500 | |||||||
Closing fees per amendment | $ 1,000 | |||||||
Closing costs subject to forgiveness (as a percent) | 50.00% | |||||||
Closing cost forgiveness period | 60 days | |||||||
2021 Term Loan | LIBOR | Minimum | ||||||||
Debt instruments | ||||||||
Margin added to variable rate (as a percent) | 1.50% |
Debt - Components, covenants, f
Debt - Components, covenants, facility financing obligation (Details) item in Thousands, $ in Thousands | May 05, 2021USD ($) | May 04, 2021USD ($) | Oct. 16, 2020USD ($) | Dec. 31, 2021USD ($)item | Dec. 31, 2020USD ($) | Mar. 30, 2020USD ($) |
Debt instruments | ||||||
Senior secured term loan | $ 30,625 | $ 34,125 | ||||
Deferred financing costs, net | (1,239) | (1,878) | ||||
Total debt outstanding, net of debt issuance costs | 29,386 | 32,247 | ||||
Current portion of long-term debt | 3,500 | 3,500 | ||||
Long-term debt, excluding current maturities | 25,886 | 28,747 | ||||
Facility financing obligation | 35,886 | $ 35,957 | $ 35,700 | |||
2020 Term Loan | ||||||
Debt instruments | ||||||
Deferred financing costs in Long-term debt | $ 2,100 | |||||
Minimum liquidity balance | $ 20,000 | $ 20,000 | ||||
Minimum subscription count, initial period | item | 300 | |||||
Minimum subscription count, subsequent period | item | 320 | |||||
2021 Term Loan | ||||||
Debt instruments | ||||||
Minimum liquidity balance | $ 20,000 |
Commitments and Contingencies_2
Commitments and Contingencies (Details) - USD ($) $ in Thousands | Mar. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 |
Commitments and Contingencies | ||||
Deferred rent, long-term | $ 1,500 | $ 2,200 | ||
Deferred rent, current | 1,100 | 1,500 | ||
Future minimum sublease receipts | 7,700 | |||
Lease termination fee | $ 1,500 | |||
Total non-cancelable minimum lease payments, pre adoption | 32,900 | 44,108 | ||
Build-to-suit lease financings included in Buildings | 31,100 | 31,300 | 31,300 | |
Facility financing obligation | 35,700 | $ 35,886 | $ 35,957 | |
Deferred rent | $ 1,800 | |||
Gain (loss) on lease termination | $ 4,900 |
Commitments and Contingencies -
Commitments and Contingencies - Lease Maturities, etc. (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Mar. 30, 2020 | |
Capital leases, aggregate future non cancelable minimum lease payments | ||||
2022 | $ 27 | |||
2023 | 4 | |||
Total capital leases | 31 | |||
Less: amount representing interest and taxes | (1) | |||
Lease obligations net of interest and taxes | 30 | |||
Less: current portion of capital lease obligations | (25) | |||
Noncurrent portion of capital lease obligations | 5 | |||
2022 | 2,528 | |||
2023 | 2,579 | |||
2024 | 2,631 | |||
2025 | 2,683 | |||
2026 | 1,812 | |||
Total Build-to-Suit Leases | 12,233 | |||
Operating Leases, aggregate future non cancelable minimum lease payments | ||||
2022 | 13,589 | |||
2023 | 9,946 | |||
2024 | 8,741 | |||
2025 | 6,181 | |||
2026 | 5,651 | |||
Total operating Leases pre adoption | 44,108 | $ 32,900 | ||
Rent expense | 6,300 | $ 7,100 | $ 9,000 | |
Letters of credit issued | 1,400 | 1,600 | ||
Letters of credit collateralized by noncurrent restricted cash | 800 | 1,100 | ||
Letters of credit collateralized by current restricted cash | $ 600 | $ 500 |
Commitments and Contingencies_3
Commitments and Contingencies - Legal Proceedings (Details) $ in Millions | Dec. 09, 2020USD ($) | Dec. 02, 2020item | Oct. 28, 2020USD ($) | Jun. 30, 2021USD ($) | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) |
Loss Contingencies [Line Items] | ||||||
Portion of settlement covered by insuror | $ 11.3 | |||||
Number of claims | item | 2 | |||||
Number of claims settled | item | 1 | |||||
Class Action Suit Alleging Federal Securities Law Violations In Connection With IPO [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Settlement amount | $ 13.3 | |||||
Portion of settlement covered by insuror | $ 12.3 | |||||
Payments to settle litigation cases | $ 1 | $ 1 | ||||
Litigation Regarding Employee Matters [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Payments to settle litigation cases | $ 2 |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) (Details) $ / shares in Units, $ in Thousands | Nov. 04, 2021USD ($)$ / sharesshares | Sep. 15, 2021USD ($)itemVote$ / sharesshares | Jun. 18, 2021USD ($)shares | Aug. 10, 2020USD ($)shares | Dec. 31, 2021USD ($)shares | Dec. 31, 2020USD ($) | May 05, 2021$ / shares |
Class of Stock [Line Items] | |||||||
Proceeds from issuance of common stock, gross proceeds | $ | $ 21,144 | $ 32,867 | |||||
Proceeds from issuance of stock, net of offering costs | $ | $ 21,100 | $ 32,900 | |||||
Issuance of common stock, net of offering costs (in shares) | 5,411,900 | 4,000,000 | |||||
Warrant exercise price (in dollars per share) | $ / shares | $ 0.01 | ||||||
Number of warrants outstanding | 10,920,000 | ||||||
Percentage voting power to trigger automatic conversion of stock | 5.00% | ||||||
Class A | |||||||
Class of Stock [Line Items] | |||||||
Number of Votes Per Share | Vote | 1 | ||||||
Number of shares of Class A common stock will be automatically converted by each outstanding share of Class B common stock | item | 1 | ||||||
Class B | |||||||
Class of Stock [Line Items] | |||||||
Number of Votes Per Share | Vote | 10 | ||||||
Number of shares of Class A common stock will be automatically converted by each outstanding share of Class B common stock | item | 1 | ||||||
Over-Allotment Option | |||||||
Class of Stock [Line Items] | |||||||
Issuance of common stock, net of offering costs (in shares) | 705,900 | ||||||
Purchase Agreement With RJB Partners LLC And Matthew Salzberg [Member] | |||||||
Class of Stock [Line Items] | |||||||
Standstill Agreement, Term | 3 years | ||||||
Percentage of voting power | 19.90% | ||||||
Minimum Wage Per Hour | 15 | ||||||
Special meeting, percentage voting power necessary to call | 25.00% | ||||||
Voting power no longer needed to remove Director or change bylaws | 66.70% | ||||||
Warrant term | 7 years | ||||||
Purchase Agreement With RJB Partners LLC And Matthew Salzberg [Member] | Scenario, Plan [Member] | |||||||
Class of Stock [Line Items] | |||||||
Proceeds from issuance of common stock, gross proceeds | $ | $ 78,000 | ||||||
Private Offering, Rights Offering [Member] | |||||||
Class of Stock [Line Items] | |||||||
Issuance of common stock, net of offering costs (in shares) | 6,671,271 | ||||||
Private Offering, Rights Offering [Member] | Scenario, Plan [Member] | |||||||
Class of Stock [Line Items] | |||||||
Share Price | $ / shares | $ 1.8505 | ||||||
Applicable fraction | 0.185055707113895 | ||||||
Share price multiplier | $ / shares | $ 10 | ||||||
Private Offering, Rights Offering [Member] | Warrants At Exercise Price Of 15 Dollars Per Share [Member] | |||||||
Class of Stock [Line Items] | |||||||
Number of warrants | 987,645.417802738 | ||||||
Warrant exercise price (in dollars per share) | $ / shares | $ 15 | ||||||
Private Offering, Rights Offering [Member] | Warrants At Exercise Price Of 15 Dollars Per Share [Member] | Scenario, Plan [Member] | |||||||
Class of Stock [Line Items] | |||||||
Warrant exercise price (in dollars per share) | $ / shares | $ 15 | ||||||
Portion of share for each subscription right | 0.80% | ||||||
Private Offering, Rights Offering [Member] | Warrants At Exercise Price Of 18 Dollars Per Share [Member] | |||||||
Class of Stock [Line Items] | |||||||
Number of warrants | 493,822.7089013690 | ||||||
Warrant exercise price (in dollars per share) | $ / shares | $ 18 | ||||||
Private Offering, Rights Offering [Member] | Warrants At Exercise Price Of 18 Dollars Per Share [Member] | Scenario, Plan [Member] | |||||||
Class of Stock [Line Items] | |||||||
Warrant exercise price (in dollars per share) | $ / shares | $ 18 | ||||||
Portion of share for each subscription right | 0.40% | ||||||
Private Offering, Rights Offering [Member] | Warrants At Exercise Price Of 20 Dollars Per Share [Member] | |||||||
Class of Stock [Line Items] | |||||||
Number of warrants | 246,911.3544506840 | ||||||
Warrant exercise price (in dollars per share) | $ / shares | $ 20 | ||||||
Private Offering, Rights Offering [Member] | Warrants At Exercise Price Of 20 Dollars Per Share [Member] | Scenario, Plan [Member] | |||||||
Class of Stock [Line Items] | |||||||
Warrant exercise price (in dollars per share) | $ / shares | $ 20 | ||||||
Portion of share for each subscription right | 0.20% | ||||||
Private Offering, Rights Offering [Member] | Class A | |||||||
Class of Stock [Line Items] | |||||||
Issuance of common stock, net of offering costs (in shares) | 1,234,187 | ||||||
Private Offering, Backstop [Member] | |||||||
Class of Stock [Line Items] | |||||||
Proceeds from issuance of common stock, gross proceeds | $ | $ 32,700 | ||||||
Private Offering, Backstop [Member] | Scenario, Plan [Member] | |||||||
Class of Stock [Line Items] | |||||||
Proceeds from issuance of common stock, gross proceeds | $ | $ 45,000 | ||||||
Private Offering, Backstop [Member] | Warrants At Exercise Price Of 15 Dollars Per Share [Member] | |||||||
Class of Stock [Line Items] | |||||||
Number of warrants | 2,612,354.58219726 | ||||||
Warrant exercise price (in dollars per share) | $ / shares | $ 15 | ||||||
Private Offering, Backstop [Member] | Warrants At Exercise Price Of 18 Dollars Per Share [Member] | |||||||
Class of Stock [Line Items] | |||||||
Number of warrants | 1,306,177.291098630 | ||||||
Warrant exercise price (in dollars per share) | $ / shares | $ 18 | ||||||
Private Offering, Backstop [Member] | Warrants At Exercise Price Of 20 Dollars Per Share [Member] | |||||||
Class of Stock [Line Items] | |||||||
Number of warrants | 653,088.645549316 | ||||||
Warrant exercise price (in dollars per share) | $ / shares | $ 20 | ||||||
Private Offering, Backstop [Member] | Class A | |||||||
Class of Stock [Line Items] | |||||||
Issuance of common stock, net of offering costs (in shares) | 3,265,813 | ||||||
Private Offering, Salzberg Private Placement [Member] | |||||||
Class of Stock [Line Items] | |||||||
Proceeds from issuance of common stock, gross proceeds | $ | $ 3,000 | ||||||
Private Offering, Salzberg Private Placement [Member] | Warrants At Exercise Price Of 15 Dollars Per Share [Member] | |||||||
Class of Stock [Line Items] | |||||||
Number of warrants | 240,000 | ||||||
Warrant exercise price (in dollars per share) | $ / shares | $ 15 | ||||||
Private Offering, Salzberg Private Placement [Member] | Warrants At Exercise Price Of 18 Dollars Per Share [Member] | |||||||
Class of Stock [Line Items] | |||||||
Number of warrants | 120,000 | ||||||
Warrant exercise price (in dollars per share) | $ / shares | $ 18 | ||||||
Private Offering, Salzberg Private Placement [Member] | Warrants At Exercise Price Of 20 Dollars Per Share [Member] | |||||||
Class of Stock [Line Items] | |||||||
Number of warrants | 60,000 | ||||||
Warrant exercise price (in dollars per share) | $ / shares | $ 20 | ||||||
Private Offering, Salzberg Private Placement [Member] | Class A | |||||||
Class of Stock [Line Items] | |||||||
Proceeds from issuance of stock, net of offering costs | $ | $ 2,800 | ||||||
Issuance of common stock, net of offering costs (in shares) | 300,000 | ||||||
Private Offering, Concurrent [Member] | Scenario, Plan [Member] | |||||||
Class of Stock [Line Items] | |||||||
Proceeds from issuance of common stock, gross proceeds | $ | $ 30,000 | ||||||
Private Offering, Concurrent [Member] | Warrants At Exercise Price Of 15 Dollars Per Share [Member] | Scenario, Plan [Member] | |||||||
Class of Stock [Line Items] | |||||||
Number of warrants | 2,400,000 | ||||||
Warrant exercise price (in dollars per share) | $ / shares | $ 15 | ||||||
Private Offering, Concurrent [Member] | Warrants At Exercise Price Of 18 Dollars Per Share [Member] | Scenario, Plan [Member] | |||||||
Class of Stock [Line Items] | |||||||
Number of warrants | 1,200,000 | ||||||
Warrant exercise price (in dollars per share) | $ / shares | $ 18 | ||||||
Private Offering, Concurrent [Member] | Warrants At Exercise Price Of 20 Dollars Per Share [Member] | Scenario, Plan [Member] | |||||||
Class of Stock [Line Items] | |||||||
Number of warrants | 600,000 | ||||||
Warrant exercise price (in dollars per share) | $ / shares | $ 20 | ||||||
Private Offering, Concurrent [Member] | Class A | Scenario, Plan [Member] | |||||||
Class of Stock [Line Items] | |||||||
Issuance of common stock, net of offering costs (in shares) | 3,000,000 |
Share-based Compensation - Expe
Share-based Compensation - Expense and Assumptions (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation recognized | $ 9,699 | $ 8,457 | $ 8,970 |
Corporate general and administrative expense | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation recognized | 9,654 | 8,359 | 8,777 |
Total cost of revenue | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation recognized | $ 45 | $ 98 | $ 193 |
Share-based Compensation - Perf
Share-based Compensation - Performance Stock Awards (Details) - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended |
Feb. 28, 2021 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Units granted | 1,190,250 | |
Unrecognized share-based compensation, other than options | $ 7.7 | |
Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Period of recognition of costs | 2 years 11 months 26 days | |
Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Period of recognition of costs | 11 months 26 days | |
Performance-based VDI units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Units granted | 54,740 |
Share-based Compensation - Equi
Share-based Compensation - Equity Incentive Plan (Details) - shares | 1 Months Ended | 12 Months Ended | |||
Aug. 31, 2016 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Jul. 05, 2017 | |
2012 Equity Incentive Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Exercise period | 10 years | ||||
Vesting period | 4 years | ||||
Increase in shares | 280,000 | ||||
2012 Equity Incentive Plan | Minimum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Percentage of fair market value at date of grant | 100.00% | ||||
2012 Equity Incentive Plan | Ten Percent Stockholder [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Percentage of total combined voting power of common stock | 10.00% | ||||
Exercise period | 5 years | ||||
2012 Equity Incentive Plan | Ten Percent Stockholder [Member] | Minimum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Percentage of fair market value at date of grant | 110.00% | ||||
2017 Equity Incentive Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Exercise period | 10 years | ||||
Vesting period | 4 years | ||||
Shares reserved | 3,177,114 | ||||
Shares available for issuance | 1,453,718 | 1,369,567 | 1,305,944 | ||
Annual increase, shares issuable | 666,667 | ||||
Annual increase, percentage of shares outstanding | 5.00% | ||||
2017 Equity Incentive Plan | Minimum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Percentage of fair market value at date of grant | 100.00% | ||||
2017 Equity Incentive Plan | Ten Percent Stockholder [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Percentage of total combined voting power of common stock | 10.00% | ||||
Exercise period | 5 years | ||||
2017 Equity Incentive Plan | Ten Percent Stockholder [Member] | Minimum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Percentage of fair market value at date of grant | 110.00% |
Share-based Compensation - Rest
Share-based Compensation - Restricted Stock Units (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 12 Months Ended | ||
Feb. 28, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Nonvested instruments | ||||
Units granted | 1,190,250 | |||
Nonvested Instruments, Weighted-Average Grant Date Fair Value | ||||
Unrecognized share-based compensation, other than options | $ 7.7 | |||
Minimum | ||||
Nonvested Instruments, Weighted-Average Grant Date Fair Value | ||||
Period of recognition of costs | 11 months 26 days | |||
Maximum | ||||
Nonvested Instruments, Weighted-Average Grant Date Fair Value | ||||
Period of recognition of costs | 2 years 11 months 26 days | |||
Restricted stock units | ||||
Nonvested instruments | ||||
Unvested at the beginning of year (in shares) | 1,694,199 | |||
Units granted | 1,440,714 | |||
Vested (in shares) | (627,914) | (569,272) | (291,885) | |
Forfeited/canceled (in shares) | (519,929) | |||
Unvested at the end of year (in shares) | 1,987,070 | 1,694,199 | ||
Nonvested Instruments, Weighted-Average Grant Date Fair Value | ||||
Unvested at the beginning of year (in dollars per share) | $ 9.65 | |||
Granted (in dollars per share) | 6.09 | |||
Vested (in dollars per share) | 11.41 | |||
Forfeited/canceled (in dollars per share) | 8.18 | |||
Unvested at the end of year (in dollars per share) | $ 6.86 | $ 9.65 | ||
Vesting period | 4 years | |||
Unrecognized share-based compensation, other than options | $ 9.4 | $ 16.2 | ||
Period of recognition of costs | 1 year 10 months 6 days | 2 years 9 months 14 days |
Share-based Compensation - Stoc
Share-based Compensation - Stock Options and Award Modifications (Details) $ / shares in Units, $ in Millions | 1 Months Ended | 12 Months Ended | ||
Apr. 30, 2019item | Dec. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($)$ / shares | |
Number of Options | ||||
Outstanding at the beginning of year (in shares) | shares | 59,936 | |||
Forfeited / canceled | shares | (22,178) | |||
Outstanding at the end of year (in shares) | shares | 37,758 | 59,936 | ||
Excercisable (in shares) | shares | 37,758 | |||
Options, Weighted-Average Exercise Price | ||||
Outstanding at the beginning of year (in dollars per share) | $ / shares | $ 100.96 | |||
Forfeited / canceled (in dollars per share) | $ / shares | 107.14 | |||
Outstanding at the end of year (in dollars per share) | $ / shares | 97.33 | $ 100.96 | ||
Exercisable (in dollars per share) | $ / shares | $ 97.33 | |||
Options, Additional Disclosures | ||||
Contractual term, Outstanding (in years) | 4 years 1 month 2 days | 4 years 5 months 4 days | ||
Contractual term, Exercisable (in years) | 4 years 1 month 2 days | |||
Options, Weighted-Average Grant Date Fair Value | ||||
Granted, Weighted-average grant date fair value (in dollars per share) | $ / shares | $ 0 | $ 0 | $ 0 | |
Intrinsic value, Exercised | $ | $ 0 | $ 0 | $ 0.5 | |
Vested, Total grant date fair value | $ | 3.1 | 1 | 4 | |
Proceeds from exercise of stock options, gross | $ | 0 | 0.5 | 0.1 | |
Tax benefit realized from stock options exercised during the period | $ | $ 0 | 0 | $ 0 | |
Unrecognized share-based compensation related to unvested options | $ | $ 0 | |||
Number of participants affected | item | 2 | |||
Stock Options | ||||
Options, Weighted-Average Grant Date Fair Value | ||||
Period of recognition of costs | 0 years | 2 months 4 days |
Earnings per Share (Details)
Earnings per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Numerator: | |||
Net income (loss) | $ (88,381) | $ (46,154) | $ (61,081) |
Denominator: | |||
Weighted-average shares used to compute net income (loss) per share attributable to common stockholders-basic | 22,289,803 | 15,098,783 | 13,089,908 |
Weighted average diluted shares outstanding (in shares) | 22,289,803 | 15,098,783 | 13,089,908 |
Net income (loss) per share attributable to common stockholders-basic | $ (3.97) | $ (3.06) | $ (4.67) |
Net income (loss) per share attributable to common stockholders-diluted | $ (3.97) | $ (3.06) | $ (4.67) |
Class A | |||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | |||
Common stock, outstanding (in shares) | 31,694,400 | 14,365,664 | |
Numerator: | |||
Net income (loss) attributable to common stockholders | $ (78,861) | $ (34,453) | $ (31,930) |
Denominator: | |||
Weighted-average shares used to compute net income (loss) per share attributable to common stockholders-basic | 19,888,995 | 11,270,830 | 6,842,752 |
Weighted average diluted shares outstanding (in shares) | 19,888,995 | 11,270,830 | 6,842,752 |
Net income (loss) per share attributable to common stockholders-basic | $ (3.97) | $ (3.06) | $ (4.67) |
Net income (loss) per share attributable to common stockholders-diluted | $ (3.97) | $ (3.06) | $ (4.67) |
Class B | |||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | |||
Common stock, outstanding (in shares) | 0 | 3,493,791 | |
Numerator: | |||
Net income (loss) attributable to common stockholders | $ (9,520) | $ (11,701) | $ (29,151) |
Denominator: | |||
Weighted-average shares used to compute net income (loss) per share attributable to common stockholders-basic | 2,400,808 | 3,827,953 | 6,247,156 |
Weighted average diluted shares outstanding (in shares) | 2,400,808 | 3,827,953 | 6,247,156 |
Net income (loss) per share attributable to common stockholders-basic | $ (3.97) | $ (3.06) | $ (4.67) |
Net income (loss) per share attributable to common stockholders-diluted | $ (3.97) | $ (3.06) | $ (4.67) |
Earnings per Share - Antidiluti
Earnings per Share - Antidilutive Common Shares (Details) - shares | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Class A | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total anti-dilutive securities that have been excluded from the computation of diluted net income (loss) per share attributable to common stockholders | 13,439,421 | 1,692,450 | 1,224,945 |
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 | 46,537 | 3,923 | 65,022 |
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 | 2,208,666 | 1,688,527 | 1,159,923 |
Class A | Warrants | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total anti-dilutive securities that have been excluded from the computation of diluted net income (loss) per share attributable to common stockholders | 11,184,218 | ||
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 | 123,817 | 254,588 | |
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 | 123,817 | 254,138 | |
Class B | Restricted shares | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total anti-dilutive securities that have been excluded from the computation of diluted net income (loss) per share attributable to common stockholders | 450 |
Income Taxes - Provision for In
Income Taxes - Provision for Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Current provisions for income taxes: | |||
State | $ 23 | $ 42 | $ 42 |
Total current | 23 | 42 | 42 |
Provision for income taxes | $ 23 | $ 42 | $ 42 |
Income Taxes - U.S. Federal Inc
Income Taxes - U.S. Federal Income Tax Rate, Percentage (Details) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
The reconciliation of provisions (benefits) for income taxes | |||
Tax at statutory federal rate | 21.00% | 21.00% | 21.00% |
State tax - net of federal benefit | (0.04%) | (0.05%) | (0.09%) |
Change in valuation allowance | (12.85%) | (11.10%) | (17.26%) |
Share-based compensation | (0.79%) | (3.41%) | (3.47%) |
Debt extinguishment and warrant obligation | (3.32%) | ||
Charitable contributions | (4.73%) | (6.20%) | (0.65%) |
Other | 0.70% | (0.33%) | 0.40% |
Provision for income taxes | (0.03%) | (0.09%) | (0.07%) |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets (Liabilities) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Deferred tax assets: | ||
Tax attribute carryforwards | $ 121,346 | $ 109,246 |
Build-to-suit deferred tax assets | 9,237 | 9,210 |
Inventories | 3,052 | 2,338 |
Share-based compensation | 1,074 | 500 |
Accruals, reserves, and other | 12,370 | 12,105 |
Gross deferred tax assets | 147,079 | 133,399 |
Deferred tax liabilities: | ||
Build-to-suit deferred tax liabilities | 6,857 | 7,392 |
Gross deferred tax liabilities | 6,857 | 7,392 |
Valuation allowance | 140,222 | $ 126,007 |
Increase in valuation allowance | 14,200 | |
U.S. federal net operating loss carryforwards | 460,900 | |
Deferred Tax Assets, Operating Loss Carryforwards, Subject to Expiration | 221,500 | |
Deferred Tax Assets, Operating Loss Carryforwards, Not Subject to Expiration | 239,400 | |
State net operating loss carryforwards | $ 197,700 |
Income Taxes - Uncertain Tax Po
Income Taxes - Uncertain Tax Positions (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |
Gross unrecognized tax benefits -beginning balance | $ 1,367 |
Decreases related to settlements | (1,174) |
Decrease related to lapse of statute of limitations | $ (193) |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ / shares in Units, $ in Thousands | May 05, 2021 | Dec. 31, 2021 | Jan. 22, 2022 | Dec. 31, 2020 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Warrant exercise price (in dollars per share) | $ 0.01 | |||
Equity subject to warrant exercise (as a percent) | 0.50% | |||
Blue Torch Warrant Obligation [Member] | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Number of warrants | 264,218 | 488,055 | ||
Warrants | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Initial recognition | $ 4,567 | |||
Loss (gain) on changes in stock price | 826 | |||
Loss (gain) on changes in estimated common stock outstanding on a fully-diluted basis | 2,420 | |||
Issuance of warrants | 1,776 | |||
Balance at end of period | 9,589 | |||
Fair Value, Measurements, Recurring | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Assets, fair value | 2,635 | $ 42,408 | ||
Financial liabilities, fair value | 9,589 | |||
Fair Value, Measurements, Recurring | Warrants | Other accrued liabilities | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Financial liabilities, fair value | 8,001 | |||
Fair Value, Measurements, Recurring | Warrants | Noncurrent liabilities | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Financial liabilities, fair value | 1,588 | |||
Fair Value, Measurements, Recurring | Money market funds | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Money market accounts | 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 funds | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Money market accounts | 2,635 | $ 42,408 | ||
Fair Value, Measurements, Recurring | Level 3 | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Financial liabilities, fair value | 9,589 | |||
Fair Value, Measurements, Recurring | Level 3 | Warrants | Other accrued liabilities | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Financial liabilities, fair value | 8,001 | |||
Fair Value, Measurements, Recurring | Level 3 | Warrants | Noncurrent liabilities | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Financial liabilities, fair value | $ 1,588 |
Fair Value Measurements - Nonre
Fair Value Measurements - Nonrecurring (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Impairment of long lived assets | $ 0 | $ 7.6 | $ 1.3 |
Fair value, measurements, nonrecurring | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Impairment of long lived assets | 7,585 | 1,261 | |
Fair value, measurements, nonrecurring | Carrying Value | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-lived assets | 11,658 | 1,514 | |
Fair value, measurements, nonrecurring | Level 3 | Fair Value | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-lived assets | $ 4,073 | $ 253 |
Restructuring Costs (Details)
Restructuring Costs (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Restructuring Cost and Reserve [Line Items] | |||||
Net restructuring costs incurred | $ 800 | $ 600 | |||
Loss on impairment | $ 0 | $ 7,585 | $ 1,261 | ||
Arlington Fulfillment Center [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Loss on impairment | 7,600 | $ 7,600 | |||
Employee-Related Costs | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Net restructuring costs incurred | 400 | 200 | |||
Asset-related Charges | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Net restructuring costs incurred | $ 400 | ||||
Other Exit Costs | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Net restructuring costs incurred | $ 400 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ / shares in Units, $ in Thousands | Feb. 14, 2022 | Sep. 15, 2021 | Jun. 18, 2021 | Aug. 10, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | May 05, 2021 |
Subsequent Event [Line Items] | |||||||
Proceeds from issuance of common stock, gross proceeds | $ 21,144 | $ 32,867 | |||||
Proceeds from issuance of stock, net of offering costs | $ 21,100 | $ 32,900 | |||||
Issuance of common stock, net of offering costs (in shares) | 5,411,900 | 4,000,000 | |||||
Warrant exercise price (in dollars per share) | $ 0.01 | ||||||
Private Placement [Member] | Class A | Warrants At Exercise Price Of 18 Dollars Per Share [Member] | February Purchase Agreement [Member] | Scenario, Plan [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Warrant exercise price (in dollars per share) | $ 18 | ||||||
Purchase Agreement With RJB Partners LLC And Matthew Salzberg [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Standstill Agreement, Term | 3 years | ||||||
Percentage of voting power | 19.90% | ||||||
Warrant term | 7 years | ||||||
Subsequent Event | Private Placement [Member] | February Purchase Agreement [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Proceeds from issuance of common stock, gross proceeds | $ 5,000 | ||||||
Warrant exercise price (in dollars per share) | $ 14 | ||||||
Subsequent Event | Private Placement [Member] | Class A | February Purchase Agreement [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Proceeds from issuance of stock, net of offering costs | $ 4,800 | ||||||
Issuance of common stock, net of offering costs (in shares) | 357,143 | ||||||
Portion of share for each subscription right | 0.40% | ||||||
Subsequent Event | Private Placement [Member] | Class A | Warrants At Exercise Price Of 15 Dollars Per Share [Member] | February Purchase Agreement [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Number of warrants | 285,714 | ||||||
Warrant exercise price (in dollars per share) | $ 15 | ||||||
Portion of share for each subscription right | 0.80% | ||||||
Subsequent Event | Private Placement [Member] | Class A | Warrants At Exercise Price Of 18 Dollars Per Share [Member] | February Purchase Agreement [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Number of warrants | 142,857 | ||||||
Warrant exercise price (in dollars per share) | $ 18 | ||||||
Subsequent Event | Private Placement [Member] | Class A | Warrants At Exercise Price Of 20 Dollars Per Share [Member] | February Purchase Agreement [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Number of warrants | 71,429 | ||||||
Warrant exercise price (in dollars per share) | $ 20 | ||||||
Portion of share for each subscription right | 0.20% | ||||||
Subsequent Event | Purchase Agreement With RJB Partners LLC And Matthew Salzberg [Member] | February Purchase Agreement [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Standstill Agreement, Term | 3 years | ||||||
Percentage of voting power | 19.90% | ||||||
Warrant term | 7 years |
Schedule II - Valuation and Q_2
Schedule II - Valuation and Qualifying Accounts (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
SEC Schedule, 12-09, Valuation Allowance, Deferred Tax Asset [Member] | |||
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance at beginning of period | $ 126,007 | $ 120,330 | $ 109,774 |
Other | 14,215 | 5,677 | 10,556 |
Balance at end of period | 140,222 | 126,007 | 120,330 |
SEC Schedule, 12-09, Reserve, Inventory [Member] | |||
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance at beginning of period | 330 | 1,474 | 1,565 |
Charges to costs and expenses | 827 | 441 | 1,708 |
Reductions | (792) | (1,585) | (1,799) |
Balance at end of period | 365 | 330 | 1,474 |
Valuation Reserve For Credits And Refunds [Member] | |||
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance at beginning of period | 1,522 | 1,172 | 1,094 |
Charges to costs and expenses | 19,552 | 18,797 | 13,466 |
Reductions | (19,839) | (18,447) | (13,388) |
Balance at end of period | $ 1,235 | $ 1,522 | $ 1,172 |