Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2023 | Apr. 30, 2023 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2023 | |
Document Transition Report | false | |
Entity File Number | 001-38134 | |
Entity Registrant Name | Blue Apron Holdings, Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 81-4777373 | |
Entity Address, Address Line One | 28 Liberty Street | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10005 | |
City Area Code | 347 | |
Local Phone Number | 719-4312 | |
Title of 12(b) Security | Class A Common Stock, $0.0001 par value per share | |
Trading Symbol | APRN | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q1 | |
Entity Central Index Key | 0001701114 | |
Amendment Flag | false | |
Class A Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 72,669,092 | |
Common Class B | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 0 | |
Common Class C | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 0 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 31,553 | $ 33,476 |
Accounts receivable, net | 158 | 556 |
Inventories, net | 26,327 | 25,023 |
Prepaid expenses and other current assets | 14,417 | 17,657 |
Total current assets | 72,455 | 76,712 |
Property and equipment, net | 54,708 | 57,186 |
Operating lease right-of-use assets | 30,756 | 32,340 |
Other noncurrent assets | 1,778 | 4,904 |
TOTAL ASSETS | 159,697 | 171,142 |
CURRENT LIABILITIES: | ||
Accounts payable | 24,562 | 18,709 |
Current portion of related party payables | 0 | 3,000 |
Accrued expenses and other current liabilities | 21,131 | 27,077 |
Current portion of long-term debt | 21,938 | 27,512 |
Operating lease liabilities, current | 9,275 | 8,650 |
Deferred revenue | 19,546 | 19,083 |
Total current liabilities | 96,452 | 104,031 |
Operating lease liabilities, long-term | 21,397 | 23,699 |
Related party payables | 0 | 2,500 |
Other noncurrent liabilities | 7,337 | 7,191 |
TOTAL LIABILITIES | 125,186 | 137,421 |
Commitments and contingencies (Note 11) | ||
STOCKHOLDERS’ EQUITY: | ||
Additional paid-in capital | 828,332 | 810,508 |
Accumulated deficit | (793,828) | (776,792) |
TOTAL STOCKHOLDERS’ EQUITY | 34,511 | 33,721 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | 159,697 | 171,142 |
Class A Common Stock | ||
STOCKHOLDERS’ EQUITY: | ||
Common stock | 7 | 5 |
Common Class B | ||
STOCKHOLDERS’ EQUITY: | ||
Common stock | 0 | 0 |
Common Class C | ||
STOCKHOLDERS’ EQUITY: | ||
Common stock | $ 0 | $ 0 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2023 | Dec. 31, 2022 |
Class A Common Stock | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, authorized (in shares) | 1,500,000,000 | 1,500,000,000 |
Common stock, issued (in shares) | 69,735,289 | 52,901,947 |
Common stock, outstanding (in shares) | 69,735,289 | 52,901,947 |
Common Class B | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, authorized (in shares) | 175,000,000 | 175,000,000 |
Common stock, issued (in shares) | 0 | 0 |
Common stock, outstanding (in shares) | 0 | 0 |
Common Class C | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, authorized (in shares) | 500,000,000 | 500,000,000 |
Common stock, issued (in shares) | 0 | 0 |
Common stock, outstanding (in shares) | 0 | 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Income Statement [Abstract] | ||
Net revenue | $ 113,080 | $ 117,751 |
Operating expenses: | ||
Cost of goods sold, excluding depreciation and amortization | 72,613 | 79,490 |
Marketing | 14,727 | 27,914 |
Product, technology, general and administrative | 35,724 | 43,954 |
Depreciation and amortization | 4,222 | 5,533 |
Total operating expenses | 127,286 | 156,891 |
Income (loss) from operations | (14,206) | (39,140) |
Gain (loss) on extinguishment of debt | (1,850) | 0 |
Interest income (expense), net | (973) | (1,169) |
Other income (expense), net | 0 | 1,646 |
Income (loss) before income taxes | (17,029) | (38,663) |
Benefit (provision) for income taxes | (7) | (11) |
Net income (loss) | $ (17,036) | $ (38,674) |
Net income (loss) per share attributable to Class A and Class B common stockholders: | ||
Basic (in dollars per share) | $ (0.26) | $ (1.20) |
Diluted (in dollars per share) | $ (0.26) | $ (1.20) |
Weighted-average shares used to compute net income (loss) per share attributable to Class A and Class B common stockholders: | ||
Basic (in shares) | 66,435,278 | 32,288,424 |
Diluted (in shares) | 66,435,278 | 32,288,424 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | Private Placement | Cumulative Effect, Period of Adoption, Adjustment | Common Stock | Common Stock Class A Common Stock | Common Stock Class A Common Stock Private Placement | Additional Paid-In Capital | Additional Paid-In Capital Private Placement | Accumulated Deficit | Accumulated Deficit Cumulative Effect, Period of Adoption, Adjustment |
Beginning balance (in shares) at Dec. 31, 2021 | 31,694,400 | |||||||||
Beginning balance at Dec. 31, 2021 | $ 80,053 | $ 3 | $ 746,564 | $ (666,514) | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Issuance of common stock upon exercise of stock options and vesting of restricted stock, net of tax withholdings (in shares) | 120,981 | |||||||||
Issuance of common stock from public equity offerings, net of issuance costs (in shares) | 357,143 | |||||||||
Issuance of common stock from public equity offerings, net of issuance costs | $ 4,809 | $ 4,809 | ||||||||
Issuance of common stock upon exercise of warrants (in shares) | 488,055 | |||||||||
Issuance of common stock upon exercise of warrants | 4,096 | 4,096 | ||||||||
Share-based compensation | 2,233 | 2,233 | ||||||||
Net income (loss) | (38,674) | (38,674) | ||||||||
Ending balance (in shares) at Mar. 31, 2022 | 32,660,579 | |||||||||
Ending balance at Mar. 31, 2022 | $ 51,972 | $ (545) | $ 3 | 757,702 | (705,733) | $ (545) | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Accounting Standards Update [Extensible Enumeration] | Accounting Standards Update 2016-02 [Member] | |||||||||
Beginning balance (in shares) at Dec. 31, 2022 | 52,901,947 | |||||||||
Beginning balance at Dec. 31, 2022 | $ 33,721 | $ 5 | 810,508 | (776,792) | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Issuance of common stock upon exercise of stock options and vesting of restricted stock, net of tax withholdings (in shares) | 144,816 | |||||||||
Issuance of common stock from public equity offerings, net of issuance costs (in shares) | 16,688,526 | |||||||||
Issuance of common stock from public equity offerings, net of issuance costs | 16,471 | $ 2 | 16,469 | |||||||
Share-based compensation | 1,355 | 1,355 | ||||||||
Net income (loss) | (17,036) | (17,036) | ||||||||
Ending balance (in shares) at Mar. 31, 2023 | 69,735,289 | |||||||||
Ending balance at Mar. 31, 2023 | $ 34,511 | $ 7 | $ 828,332 | $ (793,828) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net income (loss) | $ (17,036) | $ (38,674) |
Adjustments to reconcile net income (loss) to net cash from (used in) operating activities: | ||
Depreciation and amortization of property and equipment | 4,222 | 5,533 |
Loss (gain) on disposal of property and equipment | 0 | 135 |
Loss (gain) on extinguishment of debt | 1,850 | 0 |
Changes in fair value of warrant obligation | 0 | (1,646) |
Changes in reserves and allowances | (58) | 20 |
Share-based compensation | 1,293 | 2,173 |
Non-cash interest expense | 308 | 260 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 398 | 122 |
Related party receivables | 0 | (9,000) |
Inventories | (1,308) | (107) |
Prepaid expenses and other current assets | 3,183 | (1,433) |
Operating lease right-of-use assets | 1,959 | 1,740 |
Accounts payable | 5,724 | 11,722 |
Related party payables | (5,500) | 3,000 |
Accrued expenses and other current liabilities | (6,073) | (6,492) |
Operating lease liabilities | (2,051) | (1,941) |
Deferred revenue | 463 | 6,479 |
Other noncurrent assets and liabilities | 3,107 | (716) |
Net cash from (used in) operating activities | (9,519) | (28,825) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchases of property and equipment | (1,278) | (1,321) |
Proceeds from sale of property and equipment | 57 | 55 |
Net cash from (used in) investing activities | (1,221) | (1,266) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Net proceeds from equity and warrant issuances | 16,712 | 5,000 |
Repayments of debt | (7,500) | (875) |
Payments of debt and equity issuance costs | (363) | (191) |
Principal payments on financing lease obligations | (32) | (11) |
Net cash from (used in) financing activities | 8,817 | 3,923 |
NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH | (1,923) | (26,168) |
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH — Beginning of period | 34,656 | 83,597 |
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH — End of period | 32,733 | 57,429 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | ||
Cash paid for interest | 585 | 840 |
SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING AND FINANCING INFORMATION: | ||
Acquisition (disposal) of property and equipment financed under finance lease obligations | 275 | 0 |
Non-cash additions to property and equipment | 338 | 67 |
Purchases of property and equipment in Accounts payable and Accrued expenses and other current liabilities | $ 197 | $ 429 |
Organization and Description of
Organization and Description of Business | 3 Months Ended |
Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Description of Business | 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 or prepare 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, as well as non-subscription meal kits and wine products, through Blue Apron Market, its e-commerce market. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation and Principles of Consolidation The unaudited interim Consolidated Financial Statements (the “Consolidated Financial Statements”) have been prepared on the same basis as the audited Consolidated Financial Statements, and in the opinion of management, reflect all adjustments, consisting of only normal recurring adjustments, necessary for the fair presentation of the Company’s financial position as of March 31, 2023 and December 31, 2022, results of operations for the three months ended March 31, 2023 and 2022, and cash flows for the three months ended March 31, 2023 and 2022. These unaudited Consolidated Financial Statements should be read in conjunction with the Company’s audited Consolidated Financial Statements and the notes thereto for the year ended December 31, 2022 included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on March 16, 2023 (the “Annual Report”). There have been no material changes in the Company's significant accounting policies from those that were disclosed in Note 2, Summary of Significant Accounting Policies, included in the Annual Report, except those additional significant policies as described within the accompanying notes to the Consolidated Financial Statements. 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”). Within the issuance of the Annual Report, the Company adopted Accounting Standards Update No. 2016-02, “Leases” ("ASC 842") using the modified retrospective approach, resulting in an adoption effective date of January 1, 2022. As such, the adoption of this standard within the annual period of the twelve months ended December 31, 2022, resulted in the following adjustments to amounts previously presented in the Consolidated Financial Statements within quarterly filings under the prior lease standard ("ASC 840"): ASC 840 Amount ASC 842 Adjustment Three Months Ended (In thousands) Consolidated Statement of Operations: Product, technology, general & administrative $ 43,257 $ 697 $ 43,954 Depreciation & amortization $ 5,404 $ 129 $ 5,533 Interest income (expense), net $ (1,770) $ 601 $ (1,169) ASC 840 Amount ASC 842 Adjustment Three Months Ended (In thousands) Cash Flows From Operating Activities: Net income (loss) $ (38,449) $ (225) $ (38,674) Depreciation and amortization of property and equipment $ 5,404 $ 129 $ 5,533 Prepaid expenses and other current assets $ (1,348) $ (85) $ (1,433) Operating lease right-of-use assets $ — $ 1,740 $ 1,740 Accrued expenses and other current liabilities $ (7,169) $ 677 $ (6,492) Operating lease liabilities $ — $ (1,941) $ (1,941) Other noncurrent assets and liabilities $ (394) $ (322) $ (716) Cash Flows From Financing Activities: Principal payments on financing lease obligations $ (38) $ 27 $ (11) Liquidity and Going Concern Evaluation Under Accounting Standards Codification (“ASC”) 205-40, Going Concern , the Company is required to evaluate whether there is substantial doubt regarding its ability to continue as a going concern each reporting period, including interim periods. In this evaluation, management considered the conditions and events that could raise substantial doubt about the Company's ability to continue as a going concern within twelve months of the issuance date of this Quarterly Report on Form 10-Q, and considered the Company's current financial condition and liquidity sources, including current funds available, forecasted future cash flows, and the Company's conditional and unconditional obligations before such date. The Company has a history of significant net losses, including $17.0 million and $38.7 million for the three months ended March 31, 2023, and 2022, respectively, and operating cash flows of $(9.5) million and $(28.8) million for the three months ended March 31, 2023, and 2022, respectively. The Company's current operating plan indicates it will continue to incur net losses and generate negative cash flows from operating activities, and as of March 31, 2023, the Company had cash and cash equivalents of $31.6 million. On March 15, 2023, the Company amended its note purchase agreement to accelerate the repayment of the $30.0 million in aggregate principal amount of the senior secured notes due originally in May 2027 to an effective maturity of June 2023, agreeing to pay the full outstanding principal balance on the senior secured notes in four equal amortization installments of $7.5 million, with the first installment paid in connection with the signing of the note purchase agreement amendment, and with the final installment due on June 15, 2023, including any accrued and unpaid interest. Under the note purchase agreement amendment, the noteholder also agreed to reduce the minimum liquidity covenant amount, which was previously set at $25.0 million, to $17.5 million following the first amortization payment, and to $10.0 million following the first and second amortization payments until the senior secured notes are repaid in full. As of the date of this Quarterly Report on Form 10-Q, the remaining $55.5 million owed under the RJB Purchase Agreement (as defined in Note 12) due from an affiliate of Joseph N. Sanberg, an existing stockholder of the Company, remains unfunded, as well as the remaining $12.7 million owed from a Sanberg affiliate under the Sponsorship Gift Cards Agreement (as defined in Note 14). While a Sanberg affiliate has granted the Company a security interest in equity shares of certain privately-held issuers (the "Pledged Shares") as collateral for the RJB Purchase Agreement, which it has the right to foreclose on and take ownership, options to monetize the Pledged Shares are currently being evaluated. The timing and proceeds from any such monetization are unknown and the proceeds, if and when realized, may not be sufficient to satisfy the entire outstanding amount under the RJB Purchase Agreement. Although the Company has been reviewing a number of potential alternatives regarding its liquidity, including identified and to be identified cost reduction initiatives, monetizing the Pledged Shares, and/or securing alternative sources for additional financing, including raising additional capital through the “at-the-market” equity offering launched on February 10, 2023, the Company's current forecast of future cash flows indicates that such cash flows would not be sufficient for the Company to meet its current obligations as early as the middle of June 2023. As such, these conditions and events in the aggregate raise substantial doubt regarding the Company's ability to continue as a going concern. The Company's Consolidated Financial Statements do not include any adjustments that may result from the outcome of this uncertainty and have been prepared assuming the Company will continue as a going concern. See Notes 10, 12, and 14 for further discussion regarding the above transactions. 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, the fair value of share-based awards, the fair value of the Blue Torch warrant obligation (as defined in Note 10), 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. Smaller Reporting Company Status The Company is a “smaller reporting company,” as defined by Rule 12b-2 of the Securities Exchange Act of 1934, as amended, and therefore qualifies for reduced disclosure requirements for smaller reporting companies. |
Inventories, Net
Inventories, Net | 3 Months Ended |
Mar. 31, 2023 | |
Inventory Disclosure [Abstract] | |
Inventories, Net | Inventories, Net Inventories, net consist of the following: March 31, December 31, (In thousands) Fulfillment $ 2,389 $ 2,315 Product 23,938 22,708 Inventories, net $ 26,327 $ 25,023 Product inventory primarily consists of bulk and prepped food, containers, pre-made meals, products available for resale, and wine products. Fulfillment inventory consists of packaging used for shipping and handling. Product and fulfillment inventories are recognized as components of Cost of goods sold, excluding depreciation and amortization in the accompanying Consolidated Statements of Operations when sold. |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 3 Months Ended |
Mar. 31, 2023 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Prepaid Expenses and Other Current Assets | Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consist of the following: March 31, December 31, (In thousands) Prepaid insurance $ 7,570 $ 8,241 Other current assets 6,847 9,416 Prepaid expenses and other current assets $ 14,417 $ 17,657 |
Restricted Cash
Restricted Cash | 3 Months Ended |
Mar. 31, 2023 | |
Cash and Cash Equivalents [Abstract] | |
Restricted Cash | Restricted CashRestricted cash reflects pledged cash deposited into savings accounts that is used as security primarily for fulfillment centers and office space leases. The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the Consolidated Balance Sheets that sum to the total of the same amounts reported in the Consolidated Statements of Cash Flows: March 31, December 31, (in thousands) Cash and cash equivalents $ 31,553 $ 33,476 Restricted cash included in Prepaid expenses and other current assets 111 111 Restricted cash included in Other noncurrent assets 1,069 1,069 Total cash, cash equivalents, and restricted cash $ 32,733 $ 34,656 March 31, December 31, (in thousands) Cash and cash equivalents $ 55,991 $ 82,160 Restricted cash included in Prepaid expenses and other current assets 330 608 Restricted cash included in Other noncurrent assets 1,108 829 Total cash, cash equivalents, and restricted cash $ 57,429 $ 83,597 |
Leases
Leases | 3 Months Ended |
Mar. 31, 2023 | |
Leases [Abstract] | |
Leases | Leases 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. While certain leases contain renewal options, the Company has determined that its options to renew would not be reasonably certain in determining the expected lease terms, and therefore are not included as part of its right-of-use assets and lease liabilities. In addition, the Company leases certain equipment under finance lease arrangements that expire at various dates through 2027. The Company has also entered into agreements to sublease portions of its corporate office and fulfillment centers. The following table summarizes the weighted-average remaining lease terms and weighted average discount rates: March 31, December 31, Weighted average remaining lease term: Operating leases 3.34 years 3.55 years Finance leases 3.59 years 4.61 years Weighted average discount rate: Operating leases 16.20 % 16.20 % Finance leases 16.15 % 16.23 % Lease cost consists of the following: Three Months Ended 2023 2022 (In thousands) Operating lease cost $ 3,207 $ 3,291 Finance lease cost: Amortization of right-of-use assets 37 — Interest on lease liabilities 21 1 Total lease cost Sublease income (633) (1,066) Net lease cost $ 2,632 $ 2,226 The following table presents the lease-related assets and liabilities recorded on the Consolidated Balance Sheets: March 31, December 31, (In thousands) Operating leases: Operating lease right-of use assets $ 30,756 $ 32,340 Operating lease right-of use liabilities, current $ 9,275 $ 8,650 Operating lease right-of use liabilities, non-current $ 21,397 $ 23,699 Finance leases: Property and equipment, net $ 498 $ 260 Accrued expenses and other current liabilities $ 124 $ 45 Other noncurrent liabilities $ 389 $ 225 Supplemental cash flow information and non-cash activity related to our operating leases are as follows: Three Months Ended 2023 2022 (In thousands) Operating cash flow information: Cash paid for amounts included in the measurement of lease liabilities $ 3,299 $ 3,490 Non-cash activity: Right-of-use assets obtained in exchange for lease obligations $ 650 $ 39,405 |
Leases | Leases 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. While certain leases contain renewal options, the Company has determined that its options to renew would not be reasonably certain in determining the expected lease terms, and therefore are not included as part of its right-of-use assets and lease liabilities. In addition, the Company leases certain equipment under finance lease arrangements that expire at various dates through 2027. The Company has also entered into agreements to sublease portions of its corporate office and fulfillment centers. The following table summarizes the weighted-average remaining lease terms and weighted average discount rates: March 31, December 31, Weighted average remaining lease term: Operating leases 3.34 years 3.55 years Finance leases 3.59 years 4.61 years Weighted average discount rate: Operating leases 16.20 % 16.20 % Finance leases 16.15 % 16.23 % Lease cost consists of the following: Three Months Ended 2023 2022 (In thousands) Operating lease cost $ 3,207 $ 3,291 Finance lease cost: Amortization of right-of-use assets 37 — Interest on lease liabilities 21 1 Total lease cost Sublease income (633) (1,066) Net lease cost $ 2,632 $ 2,226 The following table presents the lease-related assets and liabilities recorded on the Consolidated Balance Sheets: March 31, December 31, (In thousands) Operating leases: Operating lease right-of use assets $ 30,756 $ 32,340 Operating lease right-of use liabilities, current $ 9,275 $ 8,650 Operating lease right-of use liabilities, non-current $ 21,397 $ 23,699 Finance leases: Property and equipment, net $ 498 $ 260 Accrued expenses and other current liabilities $ 124 $ 45 Other noncurrent liabilities $ 389 $ 225 Supplemental cash flow information and non-cash activity related to our operating leases are as follows: Three Months Ended 2023 2022 (In thousands) Operating cash flow information: Cash paid for amounts included in the measurement of lease liabilities $ 3,299 $ 3,490 Non-cash activity: Right-of-use assets obtained in exchange for lease obligations $ 650 $ 39,405 |
Property and Equipment, Net
Property and Equipment, Net | 3 Months Ended |
Mar. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | Property and Equipment, Net Property and equipment, net consists of the following: March 31, December 31, (in thousands) Computer equipment $ 12,653 $ 12,308 Capitalized software 29,540 28,831 Fulfillment equipment 51,913 51,639 Furniture and fixtures 2,757 2,757 Leasehold improvements 113,729 113,703 Construction in process (1) 2,857 2,466 Property and equipment, gross 213,449 211,704 Less: accumulated depreciation and amortization (158,741) (154,518) Property and equipment, net $ 54,708 $ 57,186 ________________________ (1) Construction in process includes all costs capitalized related to projects that have not yet been placed in service. |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 3 Months Ended |
Mar. 31, 2023 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities | Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consist of the following: March 31, December 31, (in thousands) Accrued compensation $ 4,319 $ 9,653 Accrued credits and refunds reserve 991 1,053 Accrued marketing expenses 4,963 3,968 Accrued shipping expenses 1,678 2,132 Accrued workers' compensation reserve 3,592 4,260 Other current liabilities 5,588 6,011 Accrued expenses and other current liabilities $ 21,131 $ 27,077 |
Deferred Revenue
Deferred Revenue | 3 Months Ended |
Mar. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Deferred Revenue | Deferred Revenue Deferred revenue consists of the following: March 31, December 31, (in thousands) Cash received prior to fulfillment $ 6,397 $ 4,940 Gift cards, prepaid orders, and other 13,149 14,143 Deferred revenue $ 19,546 $ 19,083 Under ASC 606, Revenue from Contracts with Customers, 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 $19.5 million and $19.1 million as of March 31, 2023 and December 31, 2022, respectively. During the three months ended March 31, 2023, the Company recognized $6.2 million to Net revenue from the Deferred revenue as of December 31, 2022. See Notes 2 and 14 for further information regarding the March and May Sponsorship Gift Cards (as defined below). |
Debt
Debt | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Debt | Debt 2020 Term Loan and Amendment On October 16, 2020, the Company entered into a financing agreement which provided for a senior secured term loan in the aggregate principal amount of $35.0 million (the “2020 Term Loan”). The 2020 Term Loan bore interest at a rate equal to LIBOR (subject to a 1.50% floor) plus 8.00% per annum, with the principal amount repayable in equal quarterly installments of $875,000 through December 31, 2022, and the remaining unpaid principal amount of the 2020 Term Loan due on March 31, 2023. On May 5, 2021 (the “closing date”), the Company amended the financing agreement (the “May 2021 Amendment”), which modified certain provisions of the financing agreement, such as increasing 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. The 2020 Term Loan was repaid in full on May 5, 2022 with the proceeds of the senior secured notes issued under the note purchase agreement described below. Blue Torch Warrant Obligation In connection with the May 2021 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 remained outstanding, on the first day of each quarter beginning on July 1, 2021, the Company issued 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 equaled 0.50% of the then outstanding shares of common stock of the Company, on a fully-diluted basis. The Blue Torch warrant obligation was accounted for in accordance with ASC 815-40 , Contracts in an Entity’s Own Equity , as a liability recognized at fair value as of the closing date, due to certain settlement provisions within the corresponding warrant obligation provisions under the financing agreement that did not meet the criteria to be classified in stockholders’ equity. The Blue Torch warrant obligation was remeasured to fair value at each balance sheet date, with changes in fair value recorded in Other income (expense), net in the Consolidated Statements of Operations. The Blue Torch warrant obligation was terminated within the termination of the Company’s financing agreement with Blue Torch Finance LLC ("Blue Torch"), as discussed below. Senior Secured Notes and March 2023 Extinguishment On May 5, 2022 (the “issue date”), the Company entered into a note purchase and guarantee agreement (the “note purchase agreement”), which provides for, among other things, the issuance of $30.0 million in aggregate principal amount of senior secured notes due May 5, 2027 (the “senior secured notes”) at a purchase price equal to 94.00% thereof. The proceeds of the senior secured notes were used, together with cash on hand, to repay in full the outstanding amount under the 2020 Term Loan and pay fees and expenses in connection with the transactions contemplated by the note purchase agreement. The Company subsequently terminated its financing agreement, effective as of the issue date, which also resulted in the termination of the Blue Torch warrant obligation. Note Purchase Agreement Amendment On March 15, 2023, the Company entered into the note purchase agreement amendment which, among other things, accelerates the repayment of the senior secured notes due originally in May 2027 to an effective maturity of June 2023. The Company agreed to pay the full outstanding principal balance on the senior secured notes in four equal amortization installments of $7.5 million, with the first installment paid in connection with the signing of the note purchase agreement amendment, and with the final installment due on June 15, 2023, including any accrued and unpaid interest. Under the note purchase agreement amendment, the noteholder also agreed to reduce the minimum liquidity covenant amount, which was previously set at $25.0 million, to $17.5 million following the first amortization payment, and to $10.0 million following the first and second amortization payments, until the senior secured notes are repaid in full. Furthermore, conditioned upon the timely payment of all the amortization payments, the noteholder agreed to waive all prepayment premiums and the ESG KPI Fee (as defined below) that would otherwise have been owed by the Company at maturity in May 2027. In connection with the note purchase agreement amendment, the noteholder consented to the surrender of ownership to the Company, by the Pledgor, of certain of the Pledged Shares in satisfaction of certain obligations of the Pledgor under the Pledge Agreement, should a surrender of the collateral be agreed by the Company and the Pledgor. The note purchase agreement amendment also clarified that such surrendered Pledged Shares would become collateral for the Company for the obligation under the note purchase agreement. The note purchase agreement amendment also contains additional and modified reporting and information requirements, including amending the requirement to deliver an audit report of the Company's independent registered public accounting firm, which report shall not include a “going concern” explanatory paragraph expressing substantial doubt about the Company's ability to continue as a going concern to exclude the audit opinion relating to the financial statements for the year ended December 31, 2022. In addition, the note purchase agreement amendment clarifies that, to the extent, if any, that prior events related to the Pledge Agreement or amendments to the RJB Purchase Agreement (as defined below) constituted defaults under the note purchase agreement, such defaults are waived, although it is the Company's position that no such defaults existed at any time. Note Purchase Agreement Amendment Debt Extinguishment The Company evaluated the note purchase agreement amendment under ASC 470-50 regarding the modification of an existing debt instrument, which states that if the modification of the terms of an existing debt agreement is considered substantial, the transaction shall be accounted for as an extinguishment, with the net carrying value of the existing debt derecognized and the amended debt instrument then initially recorded at fair value. The Company concluded that the modification was considered substantial and thus recorded a $1.9 million extinguishment loss in the Consolidated Statement of Operations. Senior Secured Notes Terms and Covenants After receiving a minimum specified bond rating after the issue date, as specified within the terms of the note purchase agreement, the senior secured notes bear interest at a rate equal to 8.875% per annum, which, prior to the note purchase agreement amendment, were payable in arrears on June 30 and December 31 of each calendar year. Prior to the note purchase agreement amendment, the senior secured notes amortized semi-annually in equal installments of $1.5 million beginning on December 31, 2025, with the remaining unpaid principal amount of the senior secured notes due on May 5, 2027. The note purchase agreement contains two financial maintenance covenants: • a minimum liquidity covenant of: i. for any date ending prior to or ending on June 30, 2022, including those within required cash flow forecasts provided to the noteholders, $15.0 million; ii. for any date thereafter, including those within required 13-week cash flow forecasts provided to the noteholders: • $15.0 million if the most recent Asset Valuation (as defined in the note purchase agreement) is greater than $25.0 million; • prior to the note purchase agreement amendment, $20.0 million if the most recent Asset Valuation is greater than $20.0 million but less than $25.0 million; or • $25.0 million if the most recent Asset Valuation is less than or equal to $20.0 million, or is as of yet uncompleted; and • a covenant requiring a minimum Asset Coverage Ratio (as discussed below) of at least 1.25 to 1.00. As a result of the initial Asset Valuation completed on August 31, 2022, and the most recent Asset Valuation completed on January 30, 2023, the minimum liquidity covenant was set at $25.0 million. Subsequent to the initial report, the Asset Valuation was required to be provided to the noteholders no later than 30 days after June 30 and December 31 of each fiscal year. Following the payment of the first $7.5 million amortization payment in connection with the signing of the note purchase agreement amendment, the minimum liquidity covenant was reduced to $17.5 million as of March 31, 2023. As of the date of this Quarterly Report on Form 10-Q, and following the second $7.5 million amortization payment on April 15, 2023, the minimum liquidity covenant is set at $10.0 million until the senior secured notes are repaid in full. The Asset Coverage Ratio was measured as of each quarter-end, and represents the ratio of (a) the aggregate amount of Adjusted Eligible Collateral (as defined in the note purchase agreement) to (b) the aggregate outstanding principal amount of the senior secured notes at such time. The Company had also agreed to use commercially reasonable efforts to cause 90% of the packaging for its meal kit boxes to be recyclable, reusable, or compostable (the “ESG KPI Goal”). If the Company had failed to achieve the ESG KPI Goal prior to the date on which the senior secured notes are due, the Company would have been required to pay a fee equal to 1% of the principal amount of the senior secured notes (the "ESG KPI Fee"). Conditioned upon the timely payment of all amortization payments the noteholder has agreed to waive such fee. The borrower under the note purchase agreement is the Company’s wholly-owned subsidiary, Blue Apron, LLC. The obligations under the note purchase agreement 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 note purchase agreement contains additional restrictive covenants and affirmative and financial reporting covenants restricting the Company and the Company’s subsidiaries’ activities. Restrictive covenants include limitations on the incurrence of indebtedness and liens, restrictions on affiliate transactions, restrictions on the sale or other disposition of collateral, and limitations on dividends and stock repurchases. As of March 31, 2023, the Company was in compliance with all of the covenants under the note purchase agreement. The Company amortizes deferred financing costs using the effective interest method over the life of the debt, in accordance with ASC 835-30, Imputation of Interest . The following table summarizes the presentation of the Company’s debt balances in the Consolidated Balance Sheets as of the dates indicated below: Senior secured notes Debt issuance costs, net Net (In thousands) March 31, 2023 Current portion of long-term debt $ 22,500 $ (562) $ 21,938 Long-term debt — — — Total $ 22,500 $ (562) $ 21,938 December 31, 2022 Current portion of long-term debt $ 30,000 $ (2,488) $ 27,512 Long-term debt — — — Total $ 30,000 $ (2,488) $ 27,512 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies 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. 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 there are no ordinary course matters that will have a material adverse effect on its business, operating results, financial conditions, or cash flows. |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) | 3 Months Ended |
Mar. 31, 2023 | |
Equity [Abstract] | |
Stockholders' Equity (Deficit) | Stockholders’ Equity (Deficit) Public Equity Offerings During the three months ended March 31, 2023, the Company issued and sold 16,688,526 shares of its Class A common stock via “at-the-market” equity offerings, resulting in $16.6 million of proceeds, net of commissions and offering costs. RJB Private Placements February 2022 Private Placement On February 14, 2022, the Company entered into a purchase agreement with RJB Partners LLC (“RJB”), an affiliate of Joseph N. Sanberg, an existing stockholder of the Company, under which the Company agreed to issue and sell to RJB units consisting of Class A common stock and warrants to purchase shares of Class A common stock in a private placement (the “February 2022 Private Placement”) which closed concurrently with the execution of the purchase agreement for an aggregate purchase price of $5.0 million (or $14.00 per unit). In the aggregate, RJB received (i) 357,143 shares of Class A common stock, and (ii) warrants to purchase 500,000 shares of Class A common stock at exercise prices of $15.00 per share, $18.00 per share, and $20.00 per share, resulting in $4.8 million of proceeds, net of issuance costs. The shares of Class A common stock and warrants were issued separately and constitute separate securities. The Company conducted an assessment of the classification of the warrants issued in the February 2022 Private Placement and, based on their terms, concluded the warrants were equity-classified. Accordingly, the net proceeds were recorded within Additional paid-in capital. RJB Purchase Agreement On April 29, 2022, the Company entered into a purchase agreement with RJB (the “RJB Purchase Agreement”). Under the agreement, the Company agreed to issue and sell 3,333,333 shares of Class A common stock for an aggregate purchase price of $40.0 million (or $12.00 per share), of which 1,666,666 shares of Class A common stock were issued and sold to an affiliate of Joseph N. Sanberg for an aggregate purchase price of $20.0 million concurrently with the execution of the agreement, and with the remainder to be issued and sold under a second closing (the "RJB Second Closing"), initially expected to close by May 30, 2022 or such other date as agreed to by the parties. On August 7, 2022, the Company amended the RJB Purchase Agreement, pursuant to which RJB agreed to purchase from the Company at the RJB Second Closing (i) the 1,666,667 shares of Class A common stock remaining to be issued and sold under the initial RJB Purchase Agreement at a $5.00 price per share, instead of a price of $12.00 per share, and (ii) an additional 8,333,333 shares of Class A common stock at a price of $5.00 per share. Upon execution of the amendment, the RJB Second Closing comprised in the aggregate a purchase price of $50.0 million and 10,000,000 shares of Class A common stock to be issued and sold, as well as agreeing to extend the date of the second closing to on or before August 31, 2022. In addition, pursuant to the amendment, Joseph N. Sanberg agreed to personally guarantee the payment of the aggregate purchase price. On September 7, 2022, the Company further amended the RJB Purchase Agreement to extend the RJB Second Closing date to September 30, 2022 or such earlier date as may be agreed to by the Company and RJB, and to change the price per share to $5.65 for the purchase of the 10,000,000 shares of Class A common stock remaining to be sold and issued, for an aggregate purchase price of $56.5 million. On November 6, 2022, the Company entered into an agreement with an affiliate of Joseph N. Sanberg, pursuant to which the affiliate (i) guaranteed the remaining amount to be funded under the RJB Second Closing and (ii) to secure its obligation to pay the remaining amount to be funded under the RJB Second Closing, granted the Company security interests of certain privately-held issuers, the certificates (if any) representing the Pledged Shares, and all dividends, distributions, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Shares. On December 14, 2022, a Sanberg affiliate funded $1.0 million under the RJB Purchase Agreement, in exchange for which the Company issued and sold 176,991 shares of its Class A common stock, resulting in $0.6 million of proceeds, net of issuance costs. As of the date of this Quarterly Report on Form 10-Q, the remaining $55.5 million of the RJB Purchase Agreement remains unfunded. As such, the Company is permitted to exercise remedies in respect to the Pledged Shares, including foreclosing on the Pledged Shares. Warrant Terms Each equity-classified warrant issued by the Company 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 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 is subject to adjustment upon the occurrence of certain events. As of March 31, 2023, the equity-classified warrants issued by the Company were as follows: Exercise Price Issued Exercised Outstanding as of March 31, 2023 $ 15.00 6,525,714 — 6,525,714 $ 18.00 3,262,857 — 3,262,857 $ 20.00 1,631,429 — 1,631,429 |
Share-based Compensation
Share-based Compensation | 3 Months Ended |
Mar. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Share-based Compensation | Share-based Compensation The Company recognized share-based compensation for share-based awards in Cost of goods sold, excluding depreciation and amortization, and Product, technology, general and administrative expenses as follows: Three Months Ended 2023 2022 (In thousands) Cost of goods sold, excluding depreciation and amortization $ — $ 2 Product, technology, general and administrative 1,293 2,171 Total share-based compensation $ 1,293 $ 2,173 |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions Due to their status as beneficial owners of more than 10 percent (10%) of the voting power of the outstanding capital stock of the Company as of March 31, 2023, Joseph N. Sanberg and his affiliates meet the definition of “related parties” per ASC 850, Related Party Disclosures . Gift Card Sponsorship Agreements March and May Sponsorship Gift Cards On March 11, 2022, the Company entered into a gift card sponsorship agreement with an affiliate of Joseph N. Sanberg, pursuant to which such affiliate agreed to pay the Company a $9.0 million net sponsorship fee to support a marketing program through which the Company would distribute gift cards (the “March Sponsorship Gift Cards”), at the Company’s sole discretion, in order to support its previous growth strategy. On May 5, 2022, the Company entered into an additional gift card sponsorship agreement with an affiliate of Joseph N. Sanberg (the “Sponsorship Gift Cards Agreement”), pursuant to which such affiliate agreed to pay the Company a $20.0 million net sponsorship fee to support a marketing program through which the Company will distribute gift cards (the “May Sponsorship Gift Cards”), at its sole discretion, in order to support its previous growth strategy. On August 7, 2022, the Company amended the Sponsorship Gift Cards Agreement to extend the funding date to on or before August 31, 2022, and pursuant to which, Joseph N. Sanberg personally guaranteed his affiliate’s obligation. On September 7, 2022, the Sponsorship Gift Cards Agreement was further amended to reduce the net sponsorship fee to $18.5 million and extend its due date to September 19, 2022. As of the date of this Quarterly Report on Form 10-Q, the Sanberg affiliate has paid $5.8 million of its commitment under said agreement, with $12.7 million remaining to be paid. Sustainability and Carbon Credit Agreement On March 31, 2022, the Company entered into an agreement (the “Sustainability Agreement”) with an affiliate of Joseph N. Sanberg. Under the terms of the agreement, the Company purchased and subsequently retired $3.0 million of carbon offsets, which were recognized in Product, technology, general and administrative expenses during the three months ended March 31, 2022. Such affiliate also performed the assessment of the Company’s 2021 annual carbon footprint that provided it with the basis for determining the amount of carbon offsets the Company needed to purchase. The fee for these services was waived as a condition of entering into the Sustainability Agreement. On June 30, 2022, the Company entered into a statement of work under the Sustainability Agreement, through which the affiliate transferred to the Company a sufficient amount of carbon offsets for its estimated 2023 and 2024 Scope 1, Scope 2, and Scope 3 emissions based upon its 2021 annual carbon footprint, for a purchase price of $6.0 million, which was to be paid in twenty-four equal monthly installments beginning on July 31, 2022. On February 2, 2023, the Company and the affiliate terminated the Sustainability Agreement, which released the Company of its remaining payment obligation of $5.5 million. Under the terms of the termination agreement, the Company retained a number of carbon credits purchased for $0.5 million and paid to the Sanberg affiliate as of December 31, 2022. Such retained carbon credits are expected to offset the Company's estimated 2023 and 2024 Scope 1 and Scope 2 emissions. During the three months ended March 31, 2023, the Company retired $0.2 million of carbon offsets, which were recognized in Product, technology, general and administrative expenses. RJB Private Placements See Note 12 for information regarding the February 2022 Private Placement and the RJB Purchase Agreement. The following table summarizes the composition and amounts of the transactions in the Company’s Consolidated Statements of Operations involving its related parties: Three Months Ended 2023 2022 (In thousands) Net revenue: March Sponsorship Gift Cards $ 166 $ — Cost of goods sold, excluding depreciation and amortization 108 — Product, technology, general and administrative $ 208 $ 3,000 |
Earnings per Share
Earnings per Share | 3 Months Ended |
Mar. 31, 2023 | |
Earnings Per Share [Abstract] | |
Earnings per Share | 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 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. Three Months Ended March 31, 2023 2022 Class A Class A (In thousands, except share and per-share data) Numerator: Net income (loss) attributable to common stockholders $ (17,036) $ (38,674) Denominator: Weighted-average shares used to compute net income (loss) per share attributable to common stockholders—basic 66,435,278 32,288,424 Weighted-average shares used to compute net income (loss) per share attributable to common stockholders—diluted 66,435,278 32,288,424 Net income (loss) per share attributable to common stockholders—basic (1) $ (0.26) $ (1.20) Net income (loss) per share attributable to common stockholders—diluted (1) $ (0.26) $ (1.20) ________________________ (1) Net income (loss) per share attributable to common stockholders — basic and net income (loss) per share attributable to common stockholders — diluted may not recalculate due to rounding. The following have been excluded from the computation of diluted net income (loss) per share attributable to common stockholders as their effect would have been antidilutive: Three Months Ended March 31, 2023 2022 Class A Class A Stock options 26,160 35,970 Restricted stock units 2,544,630 2,216,920 Warrants 11,420,000 11,420,000 Total anti-dilutive securities 13,990,790 13,672,890 |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements The fair value hierarchy is based on inputs to valuation techniques that are used to measure fair value that are either observable or unobservable. Observable inputs are developed using market data, such as publicly available information about actual events or transactions, and reflect the assumptions that market participants would use when pricing the asset or liability. Unobservable inputs are inputs for which market data is not available and that are developed using the best information available about the assumptions that market participants would use when pricing the asset or liability. The fair value hierarchy consists of the following three levels: Level 1 — Quoted market prices in active markets for identical assets or liabilities . Level 2 — Observable market-based inputs or unobservable inputs that are corroborated by market data . Level 3 — Unobservable inputs reflecting the reporting entity’s own assumptions or external inputs from inactive markets . The Company uses observable market data when available, and minimizes the use of unobservable inputs when determining fair value. The Company did not measure any assets or liabilities at fair value as of March 31, 2023 and December 31, 2022. Warrant Obligation The Blue Torch warrant obligation issued in conjunction with the May 2021 Amendment, as discussed in Note 10, was accounted for in accordance with ASC 815-40, Contracts in an Entity’s Own Equity , as a liability recognized at fair value (Level 3 within the fair value hierarchy), and was remeasured as of each balance sheet date with changes in fair value recorded in Other income (expense), net in the Consolidated Statements of Operations. The amount of each warrant to be issued under the obligation set forth in the financing agreement was based upon 0.50% of the then-outstanding shares of the Company’s common stock on a fully-diluted basis on the first day of each quarter, beginning on July 1, 2021, so long as the 2020 Term Loan remained outstanding. As such, the fair value of the Blue Torch warrant obligation was calculated using the estimated amount of warrants to be issued over the life of the financing agreement multiplied by the price of the Company’s stock as of the closing date, less $0.01 per share to represent each warrant’s exercise price. The estimated amount of shares to be issued was derived from the Company’s estimate of shares of the Company’s common stock on a fully-diluted basis over the life of the financing agreement. On May 5, 2022, the Company fully repaid the 2020 Term Loan with the proceeds of its senior secured notes and cash on hand and terminated its financing agreement effective as of the same date, which also resulted in the termination of the warrant obligation. As of May 5, 2022, all warrants that had been issued under the Blue Torch warrant obligation had been exercised in full, resulting in no liability-classified warrants outstanding. See Note 10 for further discussion. The following table summarizes the changes of the Blue Torch warrant obligation as of March 31, 2022 and December 31, 2021: Balance as of December 31, 2021 Loss (gain) on changes in stock price Loss (gain) on changes in estimated Exercise of warrants Balance as of March 31, 2022 (In thousands) Warrant obligation $ 9,589 (1,755) 110 (4,096) $ 3,848 |
Restructuring Costs
Restructuring Costs | 3 Months Ended |
Mar. 31, 2023 | |
Restructuring and Related Activities [Abstract] | |
Restructuring Costs | Restructuring Costs In December 2022, the Company implemented a reduction in corporate personnel to better align internal resources with strategic priorities, which resulted in a reduction of approximately 10% of the Company’s total corporate workforce, inclusive of both current and vacant roles. As a result, during the three months ended December 31, 2022, the Company recorded $1.5 million in employee-related expenses in Other operating expense, primarily consisting of severance payments, substantially all of which will result in cash expenditures in the first half of 2023. Employee-Related Costs (in thousands) Balance - December 31, 2022 $ 1,295 Cash payments (911) Balance - March 31, 2023 $ 384 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The unaudited interim Consolidated Financial Statements (the “Consolidated Financial Statements”) have been prepared on the same basis as the audited Consolidated Financial Statements, and in the opinion of management, reflect all adjustments, consisting of only normal recurring adjustments, necessary for the fair presentation of the Company’s financial position as of March 31, 2023 and December 31, 2022, results of operations for the three months ended March 31, 2023 and 2022, and cash flows for the three months ended March 31, 2023 and 2022. These unaudited Consolidated Financial Statements should be read in conjunction with the Company’s audited Consolidated Financial Statements and the notes thereto for the year ended December 31, 2022 included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on March 16, 2023 (the “Annual Report”). There have been no material changes in the Company's significant accounting policies from those that were disclosed in Note 2, Summary of Significant Accounting Policies, included in the Annual Report, except those additional significant policies as described within the accompanying notes to the Consolidated Financial Statements. 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”). Within the issuance of the Annual Report, the Company adopted Accounting Standards Update No. 2016-02, “Leases” ("ASC 842") using the modified retrospective approach, resulting in an adoption effective date of January 1, 2022. As such, the adoption of this standard within the annual period of the twelve months ended December 31, 2022, resulted in the following adjustments to amounts previously presented in the Consolidated Financial Statements within quarterly filings under the prior lease standard ("ASC 840"): ASC 840 Amount ASC 842 Adjustment Three Months Ended (In thousands) Consolidated Statement of Operations: Product, technology, general & administrative $ 43,257 $ 697 $ 43,954 Depreciation & amortization $ 5,404 $ 129 $ 5,533 Interest income (expense), net $ (1,770) $ 601 $ (1,169) ASC 840 Amount ASC 842 Adjustment Three Months Ended (In thousands) Cash Flows From Operating Activities: Net income (loss) $ (38,449) $ (225) $ (38,674) Depreciation and amortization of property and equipment $ 5,404 $ 129 $ 5,533 Prepaid expenses and other current assets $ (1,348) $ (85) $ (1,433) Operating lease right-of-use assets $ — $ 1,740 $ 1,740 Accrued expenses and other current liabilities $ (7,169) $ 677 $ (6,492) Operating lease liabilities $ — $ (1,941) $ (1,941) Other noncurrent assets and liabilities $ (394) $ (322) $ (716) Cash Flows From Financing Activities: Principal payments on financing lease obligations $ (38) $ 27 $ (11) |
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, the fair value of share-based awards, the fair value of the Blue Torch warrant obligation (as defined in Note 10), 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. |
Smaller Reporting Company Status | Smaller Reporting Company Status The Company is a “smaller reporting company,” as defined by Rule 12b-2 of the Securities Exchange Act of 1934, as amended, and therefore qualifies for reduced disclosure requirements for smaller reporting companies. |
Accounting Policies (Tables)
Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Accounting Standards Update and Change in Accounting Principle | As such, the adoption of this standard within the annual period of the twelve months ended December 31, 2022, resulted in the following adjustments to amounts previously presented in the Consolidated Financial Statements within quarterly filings under the prior lease standard ("ASC 840"): ASC 840 Amount ASC 842 Adjustment Three Months Ended (In thousands) Consolidated Statement of Operations: Product, technology, general & administrative $ 43,257 $ 697 $ 43,954 Depreciation & amortization $ 5,404 $ 129 $ 5,533 Interest income (expense), net $ (1,770) $ 601 $ (1,169) ASC 840 Amount ASC 842 Adjustment Three Months Ended (In thousands) Cash Flows From Operating Activities: Net income (loss) $ (38,449) $ (225) $ (38,674) Depreciation and amortization of property and equipment $ 5,404 $ 129 $ 5,533 Prepaid expenses and other current assets $ (1,348) $ (85) $ (1,433) Operating lease right-of-use assets $ — $ 1,740 $ 1,740 Accrued expenses and other current liabilities $ (7,169) $ 677 $ (6,492) Operating lease liabilities $ — $ (1,941) $ (1,941) Other noncurrent assets and liabilities $ (394) $ (322) $ (716) Cash Flows From Financing Activities: Principal payments on financing lease obligations $ (38) $ 27 $ (11) |
Inventories, Net (Tables)
Inventories, Net (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory, Current | March 31, December 31, (In thousands) Fulfillment $ 2,389 $ 2,315 Product 23,938 22,708 Inventories, net $ 26,327 $ 25,023 |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure | March 31, December 31, (In thousands) Prepaid insurance $ 7,570 $ 8,241 Other current assets 6,847 9,416 Prepaid expenses and other current assets $ 14,417 $ 17,657 |
Restricted Cash (Tables)
Restricted Cash (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Cash and Cash Equivalents [Abstract] | |
Schedule of Cash and Cash Equivalents | March 31, December 31, (in thousands) Cash and cash equivalents $ 31,553 $ 33,476 Restricted cash included in Prepaid expenses and other current assets 111 111 Restricted cash included in Other noncurrent assets 1,069 1,069 Total cash, cash equivalents, and restricted cash $ 32,733 $ 34,656 March 31, December 31, (in thousands) Cash and cash equivalents $ 55,991 $ 82,160 Restricted cash included in Prepaid expenses and other current assets 330 608 Restricted cash included in Other noncurrent assets 1,108 829 Total cash, cash equivalents, and restricted cash $ 57,429 $ 83,597 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Leases [Abstract] | |
Assets And Liabilities, Lessee | The following table summarizes the weighted-average remaining lease terms and weighted average discount rates: March 31, December 31, Weighted average remaining lease term: Operating leases 3.34 years 3.55 years Finance leases 3.59 years 4.61 years Weighted average discount rate: Operating leases 16.20 % 16.20 % Finance leases 16.15 % 16.23 % The following table presents the lease-related assets and liabilities recorded on the Consolidated Balance Sheets: March 31, December 31, (In thousands) Operating leases: Operating lease right-of use assets $ 30,756 $ 32,340 Operating lease right-of use liabilities, current $ 9,275 $ 8,650 Operating lease right-of use liabilities, non-current $ 21,397 $ 23,699 Finance leases: Property and equipment, net $ 498 $ 260 Accrued expenses and other current liabilities $ 124 $ 45 Other noncurrent liabilities $ 389 $ 225 |
Lease, Cost | Lease cost consists of the following: Three Months Ended 2023 2022 (In thousands) Operating lease cost $ 3,207 $ 3,291 Finance lease cost: Amortization of right-of-use assets 37 — Interest on lease liabilities 21 1 Total lease cost Sublease income (633) (1,066) Net lease cost $ 2,632 $ 2,226 Supplemental cash flow information and non-cash activity related to our operating leases are as follows: Three Months Ended 2023 2022 (In thousands) Operating cash flow information: Cash paid for amounts included in the measurement of lease liabilities $ 3,299 $ 3,490 Non-cash activity: Right-of-use assets obtained in exchange for lease obligations $ 650 $ 39,405 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Property and equipment, net consists of the following: March 31, December 31, (in thousands) Computer equipment $ 12,653 $ 12,308 Capitalized software 29,540 28,831 Fulfillment equipment 51,913 51,639 Furniture and fixtures 2,757 2,757 Leasehold improvements 113,729 113,703 Construction in process (1) 2,857 2,466 Property and equipment, gross 213,449 211,704 Less: accumulated depreciation and amortization (158,741) (154,518) Property and equipment, net $ 54,708 $ 57,186 ________________________ (1) 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) | 3 Months Ended |
Mar. 31, 2023 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Liabilities | Accrued expenses and other current liabilities consist of the following: March 31, December 31, (in thousands) Accrued compensation $ 4,319 $ 9,653 Accrued credits and refunds reserve 991 1,053 Accrued marketing expenses 4,963 3,968 Accrued shipping expenses 1,678 2,132 Accrued workers' compensation reserve 3,592 4,260 Other current liabilities 5,588 6,011 Accrued expenses and other current liabilities $ 21,131 $ 27,077 |
Deferred Revenue (Tables)
Deferred Revenue (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Contract with Customer, Contract Asset, Contract Liability, and Receivable | Deferred revenue consists of the following: March 31, December 31, (in thousands) Cash received prior to fulfillment $ 6,397 $ 4,940 Gift cards, prepaid orders, and other 13,149 14,143 Deferred revenue $ 19,546 $ 19,083 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Long-Term Debt Instruments | The following table summarizes the presentation of the Company’s debt balances in the Consolidated Balance Sheets as of the dates indicated below: Senior secured notes Debt issuance costs, net Net (In thousands) March 31, 2023 Current portion of long-term debt $ 22,500 $ (562) $ 21,938 Long-term debt — — — Total $ 22,500 $ (562) $ 21,938 December 31, 2022 Current portion of long-term debt $ 30,000 $ (2,488) $ 27,512 Long-term debt — — — Total $ 30,000 $ (2,488) $ 27,512 |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Equity [Abstract] | |
Schedule of Stockholders' Equity Note, Warrants or Rights | As of March 31, 2023, the equity-classified warrants issued by the Company were as follows: Exercise Price Issued Exercised Outstanding as of March 31, 2023 $ 15.00 6,525,714 — 6,525,714 $ 18.00 3,262,857 — 3,262,857 $ 20.00 1,631,429 — 1,631,429 |
Share-based Compensation (Table
Share-based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Share-based Compensation Cost | The Company recognized share-based compensation for share-based awards in Cost of goods sold, excluding depreciation and amortization, and Product, technology, general and administrative expenses as follows: Three Months Ended 2023 2022 (In thousands) Cost of goods sold, excluding depreciation and amortization $ — $ 2 Product, technology, general and administrative 1,293 2,171 Total share-based compensation $ 1,293 $ 2,173 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions | The following table summarizes the composition and amounts of the transactions in the Company’s Consolidated Statements of Operations involving its related parties: Three Months Ended 2023 2022 (In thousands) Net revenue: March Sponsorship Gift Cards $ 166 $ — Cost of goods sold, excluding depreciation and amortization 108 — Product, technology, general and administrative $ 208 $ 3,000 |
Earnings per Share (Tables)
Earnings per Share (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | Three Months Ended March 31, 2023 2022 Class A Class A (In thousands, except share and per-share data) Numerator: Net income (loss) attributable to common stockholders $ (17,036) $ (38,674) Denominator: Weighted-average shares used to compute net income (loss) per share attributable to common stockholders—basic 66,435,278 32,288,424 Weighted-average shares used to compute net income (loss) per share attributable to common stockholders—diluted 66,435,278 32,288,424 Net income (loss) per share attributable to common stockholders—basic (1) $ (0.26) $ (1.20) Net income (loss) per share attributable to common stockholders—diluted (1) $ (0.26) $ (1.20) ________________________ (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. |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following have been excluded from the computation of diluted net income (loss) per share attributable to common stockholders as their effect would have been antidilutive: Three Months Ended March 31, 2023 2022 Class A Class A Stock options 26,160 35,970 Restricted stock units 2,544,630 2,216,920 Warrants 11,420,000 11,420,000 Total anti-dilutive securities 13,990,790 13,672,890 |
Fair Value Measures and Disclos
Fair Value Measures and Disclosures (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation | The following table summarizes the changes of the Blue Torch warrant obligation as of March 31, 2022 and December 31, 2021: Balance as of December 31, 2021 Loss (gain) on changes in stock price Loss (gain) on changes in estimated Exercise of warrants Balance as of March 31, 2022 (In thousands) Warrant obligation $ 9,589 (1,755) 110 (4,096) $ 3,848 |
Restructuring Costs (Tables)
Restructuring Costs (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Related Costs | Employee-Related Costs (in thousands) Balance - December 31, 2022 $ 1,295 Cash payments (911) Balance - March 31, 2023 $ 384 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | |||||||||
Apr. 30, 2023 | Mar. 31, 2023 | Mar. 16, 2023 | Mar. 15, 2023 | Sep. 07, 2022 | May 05, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Significant Accounting Policies [Line Items] | ||||||||||
Net income (loss) | $ (17,036) | $ (38,674) | ||||||||
Net operating cash flows | (9,519) | (28,825) | ||||||||
Cash and cash equivalents | $ 31,553 | 31,553 | $ 55,991 | $ 33,476 | $ 82,160 | |||||
Joseph N. Sanberg | Sponsorship Gift Cards Agreement | Investor | Subsequent Event | ||||||||||
Significant Accounting Policies [Line Items] | ||||||||||
Sponsorship agreement, amount remaining to be received | $ 12,700 | |||||||||
Senior Secured Notes Due 2027 | Senior Notes | ||||||||||
Significant Accounting Policies [Line Items] | ||||||||||
Debt instrument, covenant, minimum liquidity | 10,000 | $ 17,500 | $ 17,500 | $ 25,000 | $ 10,000 | $ 25,000 | ||||
Debt instrument, covenant, minimum liquidity, after second amortization payment | 10,000 | |||||||||
Senior Secured Notes Due 2027 | Senior Notes | Secured Debt | ||||||||||
Significant Accounting Policies [Line Items] | ||||||||||
Face value of debt | 30,000 | |||||||||
Periodic payment | $ 7,500 | $ 7,500 | $ 7,500 | $ 1,500 | ||||||
Private Placement | RJB Second Closing | Subsequent Event | ||||||||||
Significant Accounting Policies [Line Items] | ||||||||||
Sale of stock, consideration to be received on transaction | 55,500 | |||||||||
Private Placement | RJB Second Closing | Class A Common Stock | ||||||||||
Significant Accounting Policies [Line Items] | ||||||||||
Sale of stock, consideration to be received on transaction | $ 56,500 | |||||||||
Private Placement | RJB Second Closing | Class A Common Stock | Subsequent Event | ||||||||||
Significant Accounting Policies [Line Items] | ||||||||||
Sale of stock, consideration to be received on transaction | $ 55,500 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Impact of ASC 842 Adoption (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2021 | |
Consolidated Statement of Operations: | |||
Product, technology, general and administrative | $ 35,724 | $ 43,954 | $ 43,257 |
Depreciation and amortization of property and equipment | 4,222 | 5,533 | 5,404 |
Interest income (expense), net | (973) | (1,169) | (1,770) |
Cash Flows From Operating Activities: | |||
Net income (loss) | (17,036) | (38,674) | (38,449) |
Depreciation and amortization of property and equipment | 4,222 | 5,533 | 5,404 |
Prepaid expenses and other current assets | 3,183 | (1,433) | (1,348) |
Operating lease right-of-use assets | 0 | ||
Accrued expenses and other current liabilities | (6,073) | (6,492) | (7,169) |
Operating lease liabilities | (2,051) | (1,941) | 0 |
Other noncurrent assets and liabilities | 3,107 | (716) | (394) |
Cash Flows From Financing Activities: | |||
Principal payments on financing lease obligations | $ (32) | (11) | (38) |
Cumulative Effect, Period of Adoption, Adjustment | |||
Consolidated Statement of Operations: | |||
Product, technology, general and administrative | 697 | ||
Depreciation and amortization of property and equipment | 129 | ||
Interest income (expense), net | 601 | ||
Cash Flows From Operating Activities: | |||
Net income (loss) | (225) | ||
Depreciation and amortization of property and equipment | 129 | ||
Prepaid expenses and other current assets | (85) | ||
Operating lease right-of-use assets | 1,740 | ||
Accrued expenses and other current liabilities | 677 | ||
Operating lease liabilities | (1,941) | ||
Other noncurrent assets and liabilities | (322) | ||
Cash Flows From Financing Activities: | |||
Principal payments on financing lease obligations | $ 27 | ||
Cumulative Effect, Period of Adoption, Adjusted Balance | |||
Consolidated Statement of Operations: | |||
Depreciation and amortization of property and equipment | 5,533 | ||
Cash Flows From Operating Activities: | |||
Net income (loss) | (38,674) | ||
Depreciation and amortization of property and equipment | 5,533 | ||
Prepaid expenses and other current assets | (1,433) | ||
Operating lease right-of-use assets | 1,740 | ||
Accrued expenses and other current liabilities | (6,492) | ||
Operating lease liabilities | (1,941) | ||
Other noncurrent assets and liabilities | (716) | ||
Cash Flows From Financing Activities: | |||
Principal payments on financing lease obligations | $ (11) |
Inventories, Net (Details)
Inventories, Net (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Inventories, Net | ||
Fulfillment | $ 2,389 | $ 2,315 |
Product | 23,938 | 22,708 |
Inventories, net | $ 26,327 | $ 25,023 |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Prepaid insurance | $ 7,570 | $ 8,241 |
Other current assets | 6,847 | 9,416 |
Prepaid expenses and other current assets | $ 14,417 | $ 17,657 |
Restricted Cash (Details)
Restricted Cash (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2022 | Dec. 31, 2021 |
Cash and Cash Equivalents [Abstract] | ||||
Cash and cash equivalents | $ 31,553 | $ 33,476 | $ 55,991 | $ 82,160 |
Restricted cash included in Prepaid expenses and other current assets | $ 111 | $ 111 | $ 330 | $ 608 |
Restricted Cash and Cash Equivalents, Current, Statement of Financial Position [Extensible Enumeration] | Prepaid expenses and other current assets | Prepaid expenses and other current assets | Prepaid expenses and other current assets | Prepaid expenses and other current assets |
Restricted cash included in Other noncurrent assets | $ 1,069 | $ 1,069 | $ 1,108 | $ 829 |
Restricted Cash and Cash Equivalents, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Other noncurrent assets | Other noncurrent assets | Other noncurrent assets | Other noncurrent assets |
Total cash, cash equivalents, and restricted cash | $ 32,733 | $ 34,656 | $ 57,429 | $ 83,597 |
Leases - Schedule of Weighted A
Leases - Schedule of Weighted Average Lease Term and Discount Rate (Details) | Mar. 31, 2023 | Dec. 31, 2022 |
Weighted average remaining lease term: | ||
Operating leases | 3 years 4 months 2 days | 3 years 6 months 18 days |
Finance leases | 3 years 7 months 2 days | 4 years 7 months 9 days |
Weighted average discount rate: | ||
Operating leases | 16.20% | 16.20% |
Finance leases | 16.15% | 16.23% |
Leases - Lease Costs (Details)
Leases - Lease Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Leases [Abstract] | ||
Operating lease cost | $ 3,207 | $ 3,291 |
Amortization of right-of-use assets | 37 | 0 |
Interest on lease liabilities | 21 | 1 |
Sublease income | (633) | (1,066) |
Net lease cost | $ 2,632 | $ 2,226 |
Leases - Balance Sheet Informat
Leases - Balance Sheet Information (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Operating Lease [Abstract] | ||
Operating lease right-of-use assets | $ 30,756 | $ 32,340 |
Operating lease liabilities, current | 9,275 | 8,650 |
Operating lease liabilities, long-term | $ 21,397 | 23,699 |
Finance Lease [Abstract] | ||
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Property and equipment, net | |
Property and equipment, net | $ 498 | 260 |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Accrued expenses and other current liabilities | |
Accrued expenses and other current liabilities | $ (124) | (45) |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Other noncurrent liabilities | |
Other noncurrent liabilities | $ (389) | $ (225) |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Leases [Abstract] | ||
Cash paid for amounts included in the measurement of lease liabilities | $ 3,299 | $ 3,490 |
Right-of-use assets obtained in exchange for lease obligations | $ 650 | $ 39,405 |
Property and Equipment, Net (De
Property and Equipment, Net (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 213,449 | $ 211,704 |
Less: accumulated depreciation and amortization | (158,741) | (154,518) |
Property and equipment, net | 54,708 | 57,186 |
Computer equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 12,653 | 12,308 |
Capitalized software | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 29,540 | 28,831 |
Fulfillment equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 51,913 | 51,639 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 2,757 | 2,757 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 113,729 | 113,703 |
Construction in process | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 2,857 | $ 2,466 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Accrued expenses and other current liabilities | ||
Accrued compensation | $ 4,319 | $ 9,653 |
Accrued credits and refunds reserve | 991 | 1,053 |
Accrued marketing expenses | 4,963 | 3,968 |
Accrued shipping expenses | 1,678 | 2,132 |
Accrued workers' compensation reserve | 3,592 | 4,260 |
Other current liabilities | 5,588 | 6,011 |
Accrued expenses and other current liabilities | $ 21,131 | $ 27,077 |
Deferred Revenue - Schedule of
Deferred Revenue - Schedule of Deferred Revenue (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Revenue from Contract with Customer [Abstract] | ||
Cash received prior to fulfillment | $ 6,397 | $ 4,940 |
Gift cards, prepaid orders, and other | 13,149 | 14,143 |
Deferred revenue | $ 19,546 | $ 19,083 |
Deferred Revenue - Narrative (D
Deferred Revenue - Narrative (Details) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 USD ($) item | Dec. 31, 2022 USD ($) | |
Revenue from Contract with Customer [Abstract] | ||
Number of types of contractual liabilities | item | 2 | |
Deferred revenue | $ 19,546 | $ 19,083 |
Deferred revenue recognized during the period | $ 6,200 |
Debt - Narrative (Details)
Debt - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||
Mar. 31, 2023 | Mar. 16, 2023 | Mar. 15, 2023 | May 05, 2022 | May 05, 2021 | Oct. 16, 2020 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Debt Instrument [Line Items] | |||||||||
Warrant exercise price (in dollars per share) | $ 0.01 | ||||||||
Equity subject to warrant exercise (as a percent) | 0.50% | ||||||||
Gain (loss) on extinguishment of debt | $ 1,850 | $ 0 | |||||||
Debt instrument, percentage of goal | 90% | ||||||||
Debt instrument, penalty percentage | 1% | ||||||||
2020 Term Loan | Minimum | London Interbank Offered Rate (LIBOR) | |||||||||
Debt Instrument [Line Items] | |||||||||
Margin added to variable rate (as a percent) | 1.50% | 1.50% | |||||||
2020 Term Loan | Secured Debt | Line of Credit | |||||||||
Debt Instrument [Line Items] | |||||||||
Face value of debt | $ 35,000 | ||||||||
Debt instrument, stated percentage rate | 9% | 8% | |||||||
Quarterly principal payment amount | $ 875 | ||||||||
Debt instrument, interest rate, increase (decrease) | 1% | ||||||||
Blue Torch Warrant Obligation | |||||||||
Debt Instrument [Line Items] | |||||||||
Warrant exercise price (in dollars per share) | $ 0.01 | ||||||||
Equity subject to warrant exercise (as a percent) | 0.50% | ||||||||
Senior Secured Notes Due 2027 | Senior Notes | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, covenant, minimum liquidity | $ 10,000 | $ 17,500 | $ 17,500 | $ 25,000 | $ 10,000 | $ 25,000 | |||
Debt instrument, covenant, asset coverage ratio, minimum | 1.25 | ||||||||
Debt instrument, covenant, minimum liquidity, after second amortization payment | 10,000 | ||||||||
Senior Secured Notes Due 2027 | Senior Notes | Covenant Condition One | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, covenant, minimum liquidity | $ 15,000 | ||||||||
Senior Secured Notes Due 2027 | Senior Notes | Covenant Condition Two | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, covenant, minimum liquidity | 15,000 | ||||||||
Debt instrument, covenant condition, asset valuation | 25,000 | ||||||||
Senior Secured Notes Due 2027 | Senior Notes | Covenant Condition Three | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, covenant, minimum liquidity | 20,000 | ||||||||
Debt instrument, covenant condition, asset valuation | 25,000 | ||||||||
Senior Secured Notes Due 2027 | Senior Notes | Covenant Condition Four | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, covenant, minimum liquidity | 25,000 | ||||||||
Debt instrument, covenant condition, asset valuation | 20,000 | ||||||||
Senior Secured Notes Due 2027 | Secured Debt | Senior Notes | |||||||||
Debt Instrument [Line Items] | |||||||||
Face value of debt | $ 30,000 | ||||||||
Debt instrument, stated percentage rate | 8.875% | ||||||||
Purchase price percentage | 94% | ||||||||
Periodic payment | $ 7,500 | $ 7,500 | $ 7,500 | $ 1,500 |
Debt - Schedule of Long-Term De
Debt - Schedule of Long-Term Debt Instruments (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | ||
Debt issuance costs, current, net | $ (562) | $ (2,488) |
Debt issuance costs, non-current, net | 0 | 0 |
Debt issuance costs, net | (562) | (2,488) |
Current portion of long-term debt | 21,938 | 27,512 |
Long-term debt, excluding current maturities, total | 0 | 0 |
Long-term debt | 21,938 | 27,512 |
Senior Secured Notes Due 2027 | ||
Debt Instrument [Line Items] | ||
Current portion of long-term debt, gross | 22,500 | 30,000 |
Long-term debt, non-current, gross | 0 | 0 |
Long-term debt, gross | $ 22,500 | $ 30,000 |
Stockholders' Equity (Deficit_2
Stockholders' Equity (Deficit) - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | ||||||||
Apr. 30, 2023 | Dec. 14, 2022 | Sep. 07, 2022 | Aug. 07, 2022 | Apr. 29, 2022 | Feb. 14, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | May 05, 2021 | |
Class of Stock [Line Items] | |||||||||
Warrant exercise price (in dollars per share) | $ 0.01 | ||||||||
Issuance of common stock from public equity offerings, net of issuance costs | $ 16,471 | ||||||||
Additional Paid-In Capital | |||||||||
Class of Stock [Line Items] | |||||||||
Issuance of common stock from public equity offerings, net of issuance costs | $ 16,469 | ||||||||
Equity-Classified Warrants, Exercise Price One | |||||||||
Class of Stock [Line Items] | |||||||||
Warrant exercise price (in dollars per share) | $ 15 | ||||||||
Equity-Classified Warrants, Exercise Price Two | |||||||||
Class of Stock [Line Items] | |||||||||
Warrant exercise price (in dollars per share) | 18 | ||||||||
Equity-Classified Warrants, Exercise Price Three | |||||||||
Class of Stock [Line Items] | |||||||||
Warrant exercise price (in dollars per share) | $ 20 | ||||||||
Class A Common Stock | Equity-Classified Warrants, Exercise Price One | February 2022 Private Placement | |||||||||
Class of Stock [Line Items] | |||||||||
Warrant exercise price (in dollars per share) | $ 15 | ||||||||
Class A Common Stock | Equity-Classified Warrants, Exercise Price Two | February 2022 Private Placement | |||||||||
Class of Stock [Line Items] | |||||||||
Warrant exercise price (in dollars per share) | 18 | ||||||||
Class A Common Stock | Equity-Classified Warrants, Exercise Price Three | February 2022 Private Placement | |||||||||
Class of Stock [Line Items] | |||||||||
Warrant exercise price (in dollars per share) | $ 20 | ||||||||
Private Placement | |||||||||
Class of Stock [Line Items] | |||||||||
Issuance of common stock from public equity offerings, net of issuance costs | $ 4,809 | ||||||||
Private Placement | Additional Paid-In Capital | |||||||||
Class of Stock [Line Items] | |||||||||
Issuance of common stock from public equity offerings, net of issuance costs | $ 4,809 | ||||||||
Private Placement | February 2022 Private Placement | |||||||||
Class of Stock [Line Items] | |||||||||
Proceeds from issuance of common stock, gross proceeds | $ 5,000 | ||||||||
Unit price (in dollars per unit) | $ 14 | ||||||||
Private Placement | RJB Second Closing | Subsequent Event | |||||||||
Class of Stock [Line Items] | |||||||||
Sale of stock, consideration to be received on transaction | $ 55,500 | ||||||||
Private Placement | Class A Common Stock | February 2022 Private Placement | |||||||||
Class of Stock [Line Items] | |||||||||
Proceeds from issuance of stock, net of offering costs | $ 4,800 | ||||||||
Issuance of common stock from public equity offerings, net of issuance costs (in shares) | 357,143 | ||||||||
Number of warrants (in shares) | 500,000 | ||||||||
Private Placement | Class A Common Stock | RJB Second Closing | |||||||||
Class of Stock [Line Items] | |||||||||
Sale of stock, number of shares issued in transaction (in shares) | 10,000,000 | ||||||||
Sale of stock, consideration to be received on transaction | $ 56,500 | ||||||||
Sale of stock, number of shares to be issued in transaction (in shares) | 8,333,333 | ||||||||
Share price (in dollars per share) | $ 5.65 | $ 5 | |||||||
Issuance of common stock from public equity offerings, net of issuance costs | $ 50,000 | ||||||||
Private Placement | Class A Common Stock | RJB Second Closing | Subsequent Event | |||||||||
Class of Stock [Line Items] | |||||||||
Sale of stock, consideration to be received on transaction | $ 55,500 | ||||||||
Private Placement | Class A Common Stock | RJB Purchase Agreement | |||||||||
Class of Stock [Line Items] | |||||||||
Sale of stock, number of shares issued in transaction (in shares) | 176,991 | 1,666,666 | |||||||
Proceeds from issuance of stock, net of offering costs | $ 600 | $ 20,000 | |||||||
Sale of stock, consideration to be received on transaction | $ 40,000 | ||||||||
Sale of stock, number of shares to be issued in transaction (in shares) | 1,666,667 | 3,333,333 | |||||||
Share price (in dollars per share) | $ 12 | ||||||||
Sale of stock, consideration to be received, portion funded | $ 1,000 | ||||||||
Purchase Agreement With RJB Partners LLC and Matthew Salzberg | February 2022 Private Placement | |||||||||
Class of Stock [Line Items] | |||||||||
Warrant term (in years) | 7 years | ||||||||
At-the-Market Equity Offering | Additional Paid-In Capital | |||||||||
Class of Stock [Line Items] | |||||||||
Issuance of common stock from public equity offerings, net of issuance costs | $ 16,600 |
Stockholders' Equity (Deficit_3
Stockholders' Equity (Deficit) - Equity-classified warrants (Details) - $ / shares | Mar. 31, 2023 | May 05, 2021 |
Class of Warrant or Right [Line Items] | ||
Exercise price (in dollars per share) | $ 0.01 | |
Equity-Classified Warrants, Exercise Price One | ||
Class of Warrant or Right [Line Items] | ||
Exercise price (in dollars per share) | $ 15 | |
Issued (in shares) | 6,525,714 | |
Exercised (in shares) | 0 | |
Outstanding (in shares) | 6,525,714 | |
Equity-Classified Warrants, Exercise Price Two | ||
Class of Warrant or Right [Line Items] | ||
Exercise price (in dollars per share) | $ 18 | |
Issued (in shares) | 3,262,857 | |
Exercised (in shares) | 0 | |
Outstanding (in shares) | 3,262,857 | |
Equity-Classified Warrants, Exercise Price Three | ||
Class of Warrant or Right [Line Items] | ||
Exercise price (in dollars per share) | $ 20 | |
Issued (in shares) | 1,631,429 | |
Exercised (in shares) | 0 | |
Outstanding (in shares) | 1,631,429 |
Share-based Compensation (Detai
Share-based Compensation (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total share-based compensation | $ 1,293 | $ 2,173 |
Cost of goods sold, excluding depreciation and amortization | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total share-based compensation | 0 | 2 |
Product, technology, general and administrative | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total share-based compensation | $ 1,293 | $ 2,171 |
Related Party Transactions - Na
Related Party Transactions - Narrative (Details) - Joseph N. Sanberg $ in Millions | 3 Months Ended | |||||||
Apr. 30, 2023 USD ($) | Feb. 02, 2023 USD ($) | Sep. 07, 2022 USD ($) | Jun. 30, 2022 USD ($) | May 05, 2022 USD ($) | Mar. 31, 2022 USD ($) | Mar. 11, 2022 USD ($) | Mar. 31, 2023 USD ($) monthlyInstallment | |
March Sponsorship Gift Cards | Investor | ||||||||
Related Party Transactions | ||||||||
Amounts of transaction | $ 9 | |||||||
Sustainability Agreement | Investor | ||||||||
Related Party Transactions | ||||||||
Amounts of transaction | $ 5.5 | $ 6 | $ 3 | $ 0.2 | ||||
Carbon credit, amount paid to affiliate | $ 0.5 | |||||||
Sustainability and Carbon Credit Agreement | ||||||||
Related Party Transactions | ||||||||
Number of installments | monthlyInstallment | 24 | |||||||
Sponsorship Gift Cards Agreement | Investor | ||||||||
Related Party Transactions | ||||||||
Amounts of transaction | $ 18.5 | $ 20 | ||||||
Sponsorship Gift Cards Agreement | Investor | Subsequent Event | ||||||||
Related Party Transactions | ||||||||
Sponsorship agreement, amount remaining to be received | $ 12.7 | |||||||
Sponsorship agreement, cash received to date | $ 5.8 |
Related Party Transactions - Ne
Related Party Transactions - Net Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2021 | |
Related Party Transactions | |||
Net revenue | $ 113,080 | $ 117,751 | |
Cost of goods sold, excluding depreciation and amortization | 72,613 | 79,490 | |
Product, technology, general and administrative | 35,724 | 43,954 | $ 43,257 |
Affiliated Entity | |||
Related Party Transactions | |||
Cost of goods sold, excluding depreciation and amortization | 108 | 0 | |
Product, technology, general and administrative | 208 | 3,000 | |
March Sponsorship Gift Cards | Affiliated Entity | |||
Related Party Transactions | |||
Net revenue | $ 166 | $ 0 |
Earnings per Share - Schedule o
Earnings per Share - Schedule of Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ||
Basic (in shares) | 66,435,278 | 32,288,424 |
Diluted (in shares) | 66,435,278 | 32,288,424 |
Basic (in dollars per share) | $ (0.26) | $ (1.20) |
Diluted (in dollars per share) | $ (0.26) | $ (1.20) |
Class A Common Stock | ||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ||
Net income (loss) available to common stockholders, diluted | $ (17,036) | $ (38,674) |
Net income (loss) available to common stockholders, basic | $ (17,036) | $ (38,674) |
Basic (in shares) | 66,435,278 | 32,288,424 |
Diluted (in shares) | 66,435,278 | 32,288,424 |
Basic (in dollars per share) | $ (0.26) | $ (1.20) |
Diluted (in dollars per share) | $ (0.26) | $ (1.20) |
Earnings per Share - Antidiluti
Earnings per Share - Antidilutive Common Shares (Details) - Class A Common Stock - shares | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
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 (in shares) | 13,990,790 | 13,672,890 |
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 (in shares) | 26,160 | 35,970 |
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 (in shares) | 2,544,630 | 2,216,920 |
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 (in shares) | 11,420,000 | 11,420,000 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) | May 05, 2021 $ / shares |
Fair Value Disclosures [Abstract] | |
Equity subject to warrant exercise (as a percent) | 0.50% |
Warrant exercise price (in dollars per share) | $ 0.01 |
Fair Value Measurements - Fair
Fair Value Measurements - Fair Value of Level 3 instruments (Details) - Warrants $ in Thousands | 3 Months Ended |
Mar. 31, 2022 USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Balance at beginning of period | $ 9,589 |
Loss (gain) on changes in stock price | (1,755) |
Loss (gain) on changes in estimated common stock on a fully-diluted basis | 110 |
Exercise of warrants | (4,096) |
Balance at end of period | $ 3,848 |
Restructuring Costs - Narrative
Restructuring Costs - Narrative (Details) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended |
Dec. 31, 2022 | Dec. 31, 2022 | |
Restructuring Cost and Reserve [Line Items] | ||
Restructuring, reduction in workforce, percent | 10% | |
Employee-Related Costs | December 2022 Restructuring | ||
Restructuring Cost and Reserve [Line Items] | ||
Charges | $ 1.5 |
Restructuring Costs - Restructu
Restructuring Costs - Restructuring and Related Costs (Details) - Employee-Related Costs - December 2022 Restructuring $ in Thousands | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Restructuring Reserve [Roll Forward] | |
Beginning balance | $ 1,295 |
Cash payments | (911) |
Ending balance | $ 384 |