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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
| | | | | | | | |
| x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended September 30, 2023.
OR
| | | | | | | | |
| o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number 001-38134
Blue Apron Holdings, Inc.
(Exact Name of Registrant as Specified in Its Charter)
| | | | | |
| Delaware | 81-4777373 |
| (State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) |
| |
28 Liberty Street, New York, New York | 10005 |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code (347) 719-4312
Securities registered pursuant to Section 12(b) of the Exchange Act:
| | | | | | | | | | | | | | |
| Title of Each Class | | Trading Symbol | | Name of Exchange on Which Registered |
| Class A Common Stock, $0.0001 par value per share | | APRN | | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| | | | | | | | | | | | | | | | | | | | | | | |
| Large accelerated filer | o | Accelerated filer | x | Smaller reporting company | x | Emerging growth company | o |
| | | | | | | |
| Non-accelerated filer | o | | | | | | |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
Indicate the number of shares outstanding of each class of the issuer’s common stock as of the latest practicable date.
| | | | | |
| Class | Number of Shares Outstanding |
| Class A Common Stock, $0.0001 par value | 7,696,606 shares outstanding as of October 31, 2023 |
| Class B Common Stock, $0.0001 par value | 0 shares outstanding as of October 31, 2023 |
| Class C Capital Stock, $0.0001 par value | 0 shares outstanding as of October 31, 2023 |
BLUE APRON HOLDINGS, INC.
TABLE OF CONTENTS
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains forward-looking statements. All statements other than statements of historical fact contained in this Quarterly Report on Form 10-Q, including statements regarding our future results of operations and financial position, business strategy and plans, and objectives of management for future operations, are forward-looking statements. These statements involve known and unknown risks, uncertainties, and other important factors that may cause our actual results, performance, or achievements to be materially different from any future results, performance, or achievements expressed or implied by the forward-looking statements.
In some cases, you can identify forward-looking statements by terms such as “may,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential,” or “continue,” or the negative of these terms or other similar expressions. The forward-looking statements in this Quarterly Report on Form 10-Q are only predictions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition, and results of operations. These forward-looking statements speak only as of the date of this Quarterly Report on Form 10-Q and are subject to a number of risks, uncertainties and assumptions described in the “Risk Factors” section and elsewhere in this Quarterly Report on Form 10-Q. Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, you should not rely on these forward-looking statements as predictions of future events. The events and circumstances reflected in our forward-looking statements may not be achieved or occur and actual results could differ materially from those projected in the forward-looking statements. Some of the key factors that could cause actual results to differ from our expectations include:
•our plans and expectations regarding our proposed acquisition by Wonder Group, Inc. (“Wonder”) pursuant to that certain Agreement and Plan of Merger, dated September 28, 2023 (the “Merger Agreement”), with Wonder and Basil Merger Corporation, a wholly owned subsidiary of Wonder, including our ability to consummate the proposed transaction on the anticipated timeframe or at all, and all related matters;
•our ability to successfully execute our business without our fulfillment and production assets; our ability to successfully and efficiently transition our fulfillment and production assets to FreshRealm, Inc. (”FreshRealm”); the ability of FreshRealm to continue to fulfill our meal-kit products in a manner consistent with our brand standards, if at all; our ability to achieve the anticipated benefits of the FreshRealm Transaction (as defined below in Note 2, Summary of Significant Accounting Policies) for our stockholders;
•if our proposed acquisition by Wonder does not close, the sufficiency of our cash resources and our ability to continue to operate as a going concern if we are unable to execute our business strategy and implement our new asset-light operating plan, including (a) our ability to (i) earn up to $4.0 million in additional cash consideration under the asset purchase agreement we entered into with FreshRealm in connection with the FreshRealm Transaction, $3.0 million of which we expect to receive in the fourth quarter of 2023, (ii) realize the benefit of the full $3.5 million promissory note issued in connection with the FreshRealm Transaction, and (iii) achieve the up to $17.5 million of volume-based rebates under the production and fulfillment agreement we entered into with FreshRealm, (b) the ability of FreshRealm to cost effectively price the production and fulfillment of our meal kits and other products, or (c) our ability, if we are unable to successfully implement our operating strategy, to recognize the benefits of our identified expense reductions, including our recent headcount reductions, or raise additional capital or funding, including through (i) the February 2023 ATM (as defined below in Item 2 - Sources of Liquidity) or otherwise, (ii) receiving all or a sufficient portion of the remaining $68.2 million due to us in connection with the $56.5 million private placement (of which $1.0 million has been received) and the $12.7 million gift card transaction with certain affiliates of Joseph N. Sanberg, or (iii) the disposition of some or all of the pledged securities securing the private placement obligation;
•our ability, including the timing and extent, to successfully support the execution of our strategy; our ability to cost-effectively attract new customers and retain existing customers (including, on the one hand, our ability to execute our marketing strategy, or on the other hand, our ability to sustain any increase in demand we may experience); our ability to continue to expand our product offerings and distribution channels; our ability to sustain any increase in demand and/or ability to continue to execute
operational efficiency practices, including managing our corporate workforce reduction implemented in December 2022 and July 2023, and the impact of our workforce reduction on executing our strategy;
•our expectations regarding, and the stability of, our and FreshRealm's supply chain, including potential shortages, interruptions or continued increased costs in the supply or delivery of ingredients to FreshRealm, and parcel and freight carrier interruptions or delays and/or higher freight or fuel costs, as a result of inflation or otherwise;
•our ability to respond to changes in consumer behaviors, tastes, and preferences that could lead to changes in demand, including as a result of, among other things, the impact of inflation or other macroeconomic factors, and to some extent, long-term impacts on consumer behavior and spending habits;
•our ability to attract and retain qualified employees and personnel in sufficient numbers;
•our ability to effectively compete;
•our ability to maintain and grow the value of our brand and reputation;
•our ability to execute one or more financing opportunities and/or other strategic transactions, if at all, and our ability to achieve the anticipated benefits of any such transactions for our shareholders:
•any material challenges in employee recruiting and retention; any prolonged closures, or series of temporary closures, of one or more of the fulfillment centers operated by FreshRealm for our products, supply chain or carrier interruptions or delays, and any resulting need to cancel or shift customer orders;
•our ability to achieve our environmental, social and corporate governance goals on our anticipated timeframe, if at all;
•our reliance on FreshRealm to maintain food safety and prevent food-borne illness incidents and our susceptibility to supplier-initiated recalls;
•our ability to comply with modified or new laws and regulations applying to our business, or the impact that such compliance may have on our business;
•our vulnerability to adverse weather conditions, natural disasters, wars, and public health crises, including pandemics;
•our ability to protect the security and integrity of our data and protect against data security risks and breaches; and
•our ability to obtain and maintain intellectual property protection.
While we may elect to update these forward-looking statements at some point in the future, whether as a result of any new information, future events, or otherwise, we have no current intention of doing so except to the extent required by applicable law.
PART I FINANCIAL INFORMATION
Item 1. Financial Statements
BLUE APRON HOLDINGS, INC.
Consolidated Balance Sheets
(In thousands, except share and per-share data)
(Unaudited)
| | | | | | | | | | | |
| September 30,
2023 | | December 31,
2022 |
| ASSETS | | | |
| CURRENT ASSETS: | | | |
| Cash and cash equivalents | $ | 27,232 | | | $ | 33,476 | |
| Accounts receivable, net | 77 | | | 556 | |
| Inventories, net | 1,758 | | | 25,023 | |
| Seller note receivable, net | 3,213 | | | — | |
| Prepaid expenses and other current assets | 16,971 | | | 17,657 | |
| Total current assets | 49,251 | | | 76,712 | |
| Property and equipment, net | 5,623 | | | 57,186 | |
| Operating lease right-of-use assets | 26,577 | | | 32,340 | |
| Other noncurrent assets | 1,608 | | | 4,904 | |
| TOTAL ASSETS | $ | 83,059 | | | $ | 171,142 | |
| LIABILITIES AND STOCKHOLDERS’ EQUITY | | | |
| CURRENT LIABILITIES: | | | |
| Accounts payable | $ | 36,473 | | | $ | 18,709 | |
| Current portion of related party payables | — | | | 3,000 | |
| Accrued expenses and other current liabilities | 21,068 | | | 27,077 | |
| Current portion of long-term debt | — | | | 27,512 | |
| Operating lease liabilities, current | 9,689 | | | 8,650 | |
| Deferred revenue | 18,042 | | | 19,083 | |
| Total current liabilities | 85,272 | | | 104,031 | |
| Operating lease liabilities, long-term | 16,608 | | | 23,699 | |
| Related party payables | — | | | 2,500 | |
| Other noncurrent liabilities | 6,844 | | | 7,191 | |
| TOTAL LIABILITIES | 108,724 | | | 137,421 | |
| Commitments and contingencies (Note 13) | | | |
| STOCKHOLDERS’ EQUITY: | | | |
Class A common stock, par value of $0.0001 per share — 1,500,000,000 shares authorized as of September 30, 2023 and December 31, 2022; 6,429,016 and 4,408,495 shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively | 1 | | | 1 | |
Class B common stock, par value of $0.0001 per share — 175,000,000 shares authorized as of September 30, 2023 and December 31, 2022; 0 shares issued and outstanding as of September 30, 2023 and December 31, 2022 | — | | | — | |
Class C capital stock, par value of $0.0001 per share — 500,000,000 shares authorized as of September 30, 2023 and December 31, 2022; 0 shares issued and outstanding as of September 30, 2023 and December 31, 2022 | — | | | — | |
| Additional paid-in capital | 840,381 | | | 810,512 | |
| Accumulated deficit | (866,047) | | | (776,792) | |
| TOTAL STOCKHOLDERS’ EQUITY | (25,665) | | | 33,721 | |
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ | 83,059 | | | $ | 171,142 | |
The accompanying notes are an integral part of these Consolidated Financial Statements.
BLUE APRON HOLDINGS, INC.
Consolidated Statements of Operations
(In thousands, except share and per-share data)
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended
September 30, | | Nine Months Ended
September 30, |
| 2023 | | 2022 | | 2023 | | 2022 |
| Net revenue | $ | 98,799 | | | $ | 109,665 | | | $ | 318,108 | | | $ | 351,653 | |
| Operating expenses: | | | | | | | |
| Cost of goods sold, excluding depreciation and amortization | 62,307 | | | 74,367 | | | 200,921 | | | 235,015 | |
| Marketing | 9,287 | | | 17,291 | | | 33,371 | | | 66,981 | |
| Product, technology, general and administrative | 32,100 | | | 37,646 | | | 102,265 | | | 120,785 | |
| Depreciation and amortization | 792 | | | 5,478 | | | 8,194 | | | 16,604 | |
| Other operating expense | 4,704 | | | — | | | 10,550 | | | — | |
| Total operating expenses | 109,190 | | | 134,782 | | | 355,301 | | | 439,385 | |
| Income (loss) from operations | (10,391) | | | (25,117) | | | (37,193) | | | (87,732) | |
| Gain (loss) on extinguishment of debt | — | | | — | | | (1,850) | | | 650 | |
| Gain (loss) on transaction | — | | | — | | | (48,554) | | | — | |
| Interest income (expense), net | 109 | | | (821) | | | (1,638) | | | (2,824) | |
| Other income (expense), net | — | | | — | | | — | | | 2,033 | |
| Income (loss) before income taxes | (10,282) | | | (25,938) | | | (89,235) | | | (87,873) | |
| Benefit (provision) for income taxes | (7) | | | (11) | | | (20) | | | (76) | |
| Net income (loss) | $ | (10,289) | | | $ | (25,949) | | | $ | (89,255) | | | $ | (87,949) | |
| | | | | | | |
| Net income (loss) per share attributable to Class A and Class B common stockholders: | | | | | | | |
| Basic | $ | (1.34) | | | $ | (8.93) | | | $ | (13.57) | | | $ | (31.27) | |
| Diluted | $ | (1.34) | | | $ | (8.93) | | | $ | (13.57) | | | $ | (31.27) | |
| Weighted-average shares used to compute net income (loss) per share attributable to Class A and Class B common stockholders: | | | | | | | |
| Basic | 7,671,395 | | 2,904,428 | | 6,579,247 | | 2,812,318 | |
| Diluted | 7,671,395 | | 2,904,428 | | 6,579,247 | | 2,812,318 | |
The accompanying notes are an integral part of these Consolidated Financial Statements.
BLUE APRON HOLDINGS, INC.
Consolidated Statements of Stockholders’ Equity
(In thousands, except share data)
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Class A
Common Stock | | Additional
Paid-In
Capital | | Accumulated
Deficit | | Total
Stockholders'
Equity |
| Shares | | Amount | | | |
| 2023 | | | | | | | | | |
| Balance — December 31, 2022 | 4,408,495 | | $ | 1 | | | $ | 810,512 | | | $ | (776,792) | | | $ | 33,721 | |
| Issuance of common stock upon exercise of stock options and vesting of restricted stock, net of tax withholdings | 12,068 | | 0 | | | 0 | | | — | | | — | |
| Issuance of common stock from public equity offerings, net of issuance costs | 1,390,711 | | 0 | | | 16,471 | | | — | | | 16,471 | |
| Share-based compensation | — | | — | | | 1,355 | | | — | | | 1,355 | |
| Net income (loss) | — | | — | | | — | | | (17,036) | | | (17,036) | |
| Balance — March 31, 2023 | 5,811,274 | | $ | 1 | | | $ | 828,338 | | | $ | (793,828) | | | $ | 34,511 | |
| Issuance of common stock upon exercise of stock options and vesting of restricted stock, net of tax withholdings | 21,438 | | 0 | | | 0 | | | — | | | 0 | |
| Issuance of common stock from public equity offerings, net of issuance costs | 545,244 | | 0 | | | 3,432 | | | — | | | 3,432 | |
| Share-based compensation | — | | — | | | 1,009 | | | — | | | 1,009 | |
| Issuance of warrant | — | | — | | | 6,778 | | | — | | | 6,778 | |
| Net income (loss) | — | | — | | | — | | | (61,930) | | | (61,930) | |
| Balance — June 30, 2023 | 6,377,956 | | $ | 1 | | | $ | 839,557 | | | $ | (855,758) | | | $ | (16,200) | |
| Issuance of common stock upon exercise of stock options and vesting of restricted stock, net of tax withholdings | 51,060 | | 0 | | | 0 | | | — | | | — | |
| Share-based compensation | — | | — | | | 824 | | | — | | | 824 | |
| Net income (loss) | — | | — | | | — | | | (10,289) | | | (10,289) | |
| Balance — September 30, 2023 | 6,429,016 | | $ | 1 | | | $ | 840,381 | | | $ | (866,047) | | | $ | (25,665) | |
| | | | | | | | | |
| 2022 | | | | | | | | | |
| Balance — December 31, 2021 | 2,641,200 | | $ | — | | | $ | 746,567 | | | $ | (666,514) | | | $ | 80,053 | |
| Issuance of common stock upon exercise of stock options and vesting of restricted stock, net of tax withholdings | 10,082 | | 0 | | | 0 | | | — | | | 0 | |
| Issuance of common stock upon exercise of warrants | 40,671 | | 0 | | | 4,096 | | | — | | | 4,096 | |
| Issuance of common stock from private placements, net of issuance costs | 29,762 | | 0 | | | 4,809 | | | — | | | 4,809 | |
| Share-based compensation | — | | — | | | 2,233 | | | — | | | 2,233 | |
| Cumulative effect adjustment related to the adoption of the leasing standard | — | | — | | | — | | | (545) | | | (545) | |
| Net income (loss) | — | | — | | | — | | | (38,674) | | | (38,674) | |
| Balance — March 31, 2022 | 2,721,715 | | $ | — | | | $ | 757,705 | | | $ | (705,733) | | | $ | 51,972 | |
| Issuance of common stock upon exercise of stock options and vesting of restricted stock, net of tax withholdings | 15,957 | | 0 | | | 0 | | | — | | | — | |
| Issuance of common stock upon exercise of warrants | 19,611 | | 0 | | | 953 | | | — | | | 953 | |
| Issuance of common stock from private placements, net of issuance costs | 142,361 | | 0 | | | 20,027 | | | — | | | 20,027 | |
| Share-based compensation | — | | — | | | 1,799 | | | — | | | 1,799 | |
| Net income (loss) | — | | — | | | — | | | (23,326) | | | (23,326) | |
| Balance — June 30, 2022 | 2,899,644 | | $ | — | | | $ | 780,484 | | | $ | (729,059) | | | $ | 51,425 | |
| Issuance of common stock upon exercise of stock options and vesting of restricted stock, net of tax withholdings | 13,342 | | 0 | | | — | | | — | | | — | |
| Share-based compensation | — | | — | | | 1,644 | | | — | | | 1,644 | |
| Net income (loss) | — | | — | | | — | | | (25,949) | | | (25,949) | |
| Balance — September 30, 2022 | 2,912,986 | | $ | — | | | 782,128 | | | (755,008) | | | 27,120 | |
The accompanying notes are an integral part of these Consolidated Financial Statements.
BLUE APRON HOLDINGS, INC.
Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)
| | | | | | | | | | | |
| Nine Months Ended
September 30, |
| 2023 | | 2022 |
| CASH FLOWS FROM OPERATING ACTIVITIES: | | | |
| Net income (loss) | $ | (89,255) | | | $ | (87,949) | |
| Adjustments to reconcile net income (loss) to net cash from (used in) operating activities: | | | |
| Depreciation and amortization of property and equipment | 8,194 | | | 16,604 | |
| Loss (gain) on disposal of property and equipment | — | | | 135 | |
| Loss on impairment | 1,662 | | | — | |
| Loss (gain) on extinguishment of debt | 1,850 | | | (650) | |
| Loss (gain) on derecognition of warrant obligation | — | | | (214) | |
| Loss (gain) on transaction | 48,554 | | | — | |
| Changes in fair value of warrant obligation | — | | | (1,819) | |
| Changes in reserves and allowances | 176 | | | (183) | |
| Share-based compensation | 3,061 | | | 5,384 | |
| Non-cash interest expense | 742 | | | 597 | |
| Changes in operating assets and liabilities: | | | |
| Accounts receivable | 479 | | | 210 | |
| Inventories | (1,834) | | | (5,623) | |
| Prepaid expenses and other current assets | 404 | | | (6,291) | |
| Operating lease right-of-use assets | 5,563 | | | (760) | |
| Accounts payable | 17,749 | | | 1,028 | |
| Current portion of related party payables | (3,000) | | | 3,000 | |
| Accrued expenses and other current liabilities | (4,665) | | | (3,774) | |
| Operating lease liabilities | (5,849) | | | 105 | |
| Deferred revenue | (1,041) | | | 12,908 | |
| Related party payables | (2,500) | | | 2,500 | |
| Other noncurrent assets and liabilities | 3,248 | | | (3,189) | |
| Net cash from (used in) operating activities | (16,462) | | | (67,981) | |
| CASH FLOWS FROM INVESTING ACTIVITIES: | | | |
| Net proceeds from transaction | 23,558 | | | — | |
| Purchases of property and equipment | (3,206) | | | (4,983) | |
| Proceeds from sale of property and equipment | 171 | | | 166 | |
| Net cash from (used in) investing activities | 20,523 | | | (4,817) | |
| CASH FLOWS FROM FINANCING ACTIVITIES: | | | |
| Net proceeds from equity and warrant issuances | 20,354 | | | 25,500 | |
| Net proceeds from debt issuance | — | | | 28,200 | |
| Repayments of debt | (30,000) | | | (30,625) | |
| Payments of debt and equity issuance costs | (625) | | | (1,452) | |
| Principal payments on financing lease obligations | (73) | | | (7) | |
| Net cash from (used in) financing activities | (10,344) | | | 21,616 | |
| NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH | (6,283) | | | (51,182) | |
| CASH, CASH EQUIVALENTS, AND RESTRICTED CASH — Beginning of period | 34,656 | | | 83,597 | |
| CASH, CASH EQUIVALENTS, AND RESTRICTED CASH — End of period | $ | 28,373 | | | $ | 32,415 | |
| | | |
| SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | | | |
| Cash paid for income taxes, net of refunds | $ | 35 | | | $ | 65 | |
| Cash paid for interest | $ | 922 | | | $ | 2,200 | |
| SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING AND FINANCING INFORMATION: | | | |
| Acquisition (disposal) of property and equipment financed under finance lease obligations | $ | (214) | | | $ | — | |
| Non-cash additions to property and equipment | $ | (54) | | | $ | 299 | |
Purchases of property and equipment in Accounts payable and Accrued expenses
and other current liabilities | $ | 84 | | | $ | 449 | |
The accompanying notes are an integral part of these Consolidated Financial Statements.
BLUE APRON HOLDINGS, INC.
Notes to Consolidated Financial Statements
(Unaudited)
1. Organization and Description of Business
When used in these notes, Blue Apron Holdings, Inc. and its subsidiaries are collectively referred to as the “Company.”
The Company designs original recipes with fresh, seasonally-inspired produce and high-quality ingredients, which are sent directly to customers for them to prepare, cook, and enjoy. The Company creates meal experiences around original recipes every week based on what’s in-season with farming partners and other suppliers. Customers can choose which recipes they would like to receive in a given week, and the Company delivers those recipes to their doorsteps along with the pre-portioned ingredients required to cook or prepare those recipes.
In addition to meals, the Company 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. Historically, the Company also sold wine through Blue Apron Wine, a direct-to-consumer wine delivery service (“Blue Apron Wine”). In October 2023, the Company announced its decision to wind down Blue Apron Wine, which the Company expects to complete in the fourth quarter of 2023.
Reverse Stock Split
On June 7, 2023, the Company effected a reverse stock split (the “Reverse Stock Split”) of its outstanding shares of Class A common stock, par value $0.0001 per share (the “Class A Common Stock”) at a ratio of 1-for-12 pursuant to a Certificate of Amendment to the Company’s Restated Certificate of Incorporation, as amended, filed with the Secretary of State of the State of Delaware. The Reverse Stock Split was reflected on the New York Stock Exchange (the “NYSE”), which was the stock exchange the Class A Common Stock was listed on at the time of the Reverse Stock Split, beginning with the opening of trading on June 8, 2023. Pursuant to the Reverse Stock Split, every 12 shares of the Company’s issued and outstanding Class A Common Stock were automatically converted into one issued and outstanding share of Class A Common Stock, without any change in the par value per share. No fractional shares were issued as a result of the Reverse Stock Split. Stockholders who would otherwise be entitled to a fractional share of Class A Common Stock were instead entitled to receive a cash payment in lieu of such fractional shares. The number of authorized shares of the Company’s Class A Common Stock under the Company’s Restated Certificate of Incorporation, as amended, remained unchanged at 1,500,000,000. The Reverse Stock Split affected all issued and outstanding shares of the Class A Common Stock, and the respective numbers of shares of Class A Common Stock underlying the Company’s outstanding stock options, outstanding restricted stock units, outstanding performance stock units, outstanding warrants and the Company’s equity incentive plans were proportionately adjusted. All historical share and per share amounts of Class A Common Stock included in the accompanying Consolidated Financial Statements have been retrospectively adjusted to give effect to the Reverse Stock Split for all periods presented.
Voluntary Transfer of Stock Listing to Nasdaq
On September 22, 2023, the Company voluntarily transferred its stock exchange listing to the Nasdaq Stock Market LLC (“Nasdaq”) from the NYSE. The Company's Class A Common Stock began trading on Nasdaq on September 25, 2023.
2. 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 September 30, 2023 and December 31, 2022, results of operations for the three and nine months ended September 30, 2023 and 2022, and cash flows for the nine months ended September 30, 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 | | Nine Months Ended
September 30, 2022 |
| (In thousands) |
| Consolidated Statement of Operations: | | | | | |
| Product, technology, general & administrative | $ | 118,747 | | | $ | 2,038 | | | $ | 120,785 | |
| Depreciation & amortization | $ | 16,218 | | | $ | 386 | | | $ | 16,604 | |
| Interest income (expense), net | $ | (4,621) | | | $ | 1,797 | | | $ | (2,824) | |
| | | | | | | | | | | | | | | | | |
| ASC 840 Amount | | ASC 842 Adjustment | | Nine Months Ended
September 30, 2022 |
| (In thousands) |
| Cash Flows From Operating Activities: | | | | | |
| Net income (loss) | $ | (87,322) | | | $ | (627) | | | $ | (87,949) | |
| Depreciation and amortization of property and equipment | $ | 16,218 | | | $ | 386 | | | $ | 16,604 | |
| Prepaid expenses and other current assets | $ | (6,188) | | | $ | (103) | | | $ | (6,291) | |
| Operating lease right-of-use assets | $ | — | | | $ | (760) | | | $ | (760) | |
| Accrued expenses and other current liabilities | $ | (4,296) | | | $ | 522 | | | $ | (3,774) | |
| Operating lease liabilities | $ | — | | | $ | 105 | | | $ | 105 | |
| Other noncurrent assets and liabilities | $ | (3,828) | | | $ | 639 | | | $ | (3,189) | |
| Cash Flows From Financing Activities: | | | | | |
| Principal payments on financing lease obligations | $ | (120) | | | $ | 113 | | | $ | (7) | |
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 $89.3 million and $87.9 million for the nine months ended September 30, 2023, and 2022, respectively, and operating cash flows of $(16.5) million and $(68.0) million for the nine months ended September 30, 2023, and 2022, respectively. As of September 30, 2023, the Company had a
working capital deficit of $47.7 million and an accumulated deficit of $866.0 million. Prior to the FreshRealm Transaction (as discussed below), the Company has historically funded its operations through financing activities, including raising equity and debt. The Company's current operating plan indicates it will continue to incur net losses and generate negative cash flows from operating activities for the next twelve months, and as of September 30, 2023, the Company had cash and cash equivalents of $27.2 million. These conditions and events in the aggregate raise substantial doubt regarding the Company's ability to continue as a going concern.
In an effort to alleviate the conditions that raise substantial doubt regarding the Company's ability to continue as a going concern, the Company entered into a strategic partnership with FreshRealm, Inc. (”FreshRealm”). On June 9, 2023 (the ”Closing Date”), the Company entered into definitive agreements with FreshRealm, pursuant to which, among other things, the Company sold its production and fulfillment operational infrastructure to FreshRealm, including, among other things, inventory, equipment, and related know-how and transferred related personnel relating to the Company's production and fulfillment operations. Concurrently, the Company executed a 10-year production and fulfillment agreement (as amended from time to time the ”Production and Fulfillment Agreement”) pursuant to which FreshRealm became the exclusive supplier of the Company's meal kits. The Company also subleased to FreshRealm the Company's fulfillment facilities located in Linden, New Jersey and Richmond, California (the “Facilities” and such transactions, together with the related transactions contemplated thereby, the “FreshRealm Transaction”). As consideration for the FreshRealm Transaction, on the Closing Date, the Company received approximately $23.6 million of net cash proceeds upfront and is eligible to receive up to $25.0 million of additional value primarily through a cash earnout if the Company achieves certain financial and cost-savings milestones within specified time periods and future volume-based rebates if the Company reaches specified thresholds and achieves financial targets based on volume of purchases of certain products from FreshRealm under the Production and Fulfillment Agreement. With a portion of the proceeds from the FreshRealm Transaction, the Company also repaid its remaining outstanding senior secured notes in full. See Note 3 for further discussion regarding the FreshRealm Transaction.
With the completion of the FreshRealm Transaction, the Company has further streamlined its cost structure and reduced its negative operating cash flows. The current operating plans of the Company's management are focused on continuing to optimize the Company's cost structure and grow its revenues in order to earn the volume-based rebates on future meal-kit volumes and new product initiatives as well as the Earnout (as defined below), and to thereby achieve the Company's goal of profitability.
Additionally, on September 28, 2023, the Company entered into that certain Agreement and Plan of Merger (the “Merger Agreement”) with Wonder Group, Inc., a Delaware corporation (“Wonder” or “Parent”), and Basil Merger Corporation, a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”). The Merger Agreement provides for the acquisition of the Company by Parent through a cash tender offer (the “Offer”) by Purchaser for all of the Company’s issued and outstanding shares of the Class A common stock at a price of $13.00 per share of Class A Common Stock, net to the stockholder in cash, without interest and less any applicable tax withholding (the “Offer Price”), which constitute all of the issued and outstanding Class A Common Stock, Class B common stock, par value $0.0001 per share, and Class C capital stock, par value $0.0001 per share (collectively the "Common Stock"). Following the completion of the Offer, and subject to the terms and conditions of the Merger Agreement, Purchaser will merge with and into the Company (the “Merger”), with the Company surviving as a wholly-owned subsidiary of Parent, pursuant to the procedure provided for under Section 251(h) of the Delaware General Corporation Law (the “DGCL”), without any stockholder approvals. The Merger will be effected as soon as practicable following the time of acceptance for purchase by Purchaser of shares of Common Stock validly tendered (and not validly withdrawn) pursuant to the Offer (the “Acceptance Time”). See Note 3 for further discussion regarding the Merger Agreement.
The Company’s ability to continue as a going concern is dependent upon the Company’s ability to implement its operating plan on its anticipated timeline, as well as its ability to successfully consummate the Merger. Although management continues to pursue its plans, there can be no assurance that the Company will be successful in executing on its operating plan or that the Merger will be consummated in a timely manner or at all.
Additionally, 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 14) 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 an affiliate of Sanberg under the Sponsorship Gift Cards Agreement (as defined in Note 16). An affiliate of Sanberg 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.
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.
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 18), 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 (the “Exchange Act”), and therefore qualifies for reduced disclosure requirements for smaller reporting companies.
3. Strategic Transactions
Merger Agreement with Wonder
On September 28, 2023, the Company entered into the Merger Agreement with Wonder and Purchaser. The Merger Agreement provides for the acquisition of the Company by Parent through the Offer by Purchaser for all of the Company’s issued and outstanding shares of Class A Common Stock, which constitutes all of the Company’s issued and outstanding shares of Common Stock at the Offer Price.
The board of directors of the Company (the “board of directors”) unanimously (i) determined and declared that it is in the best interests of the Company and its stockholders that the Company enter into the Merger Agreement and consummate the Merger and that the Company’s stockholders accept the Offer and tender their shares of Common Stock pursuant to the Offer, in each case on the terms and subject to the conditions set forth in the Merger Agreement; (ii) approved and declared the advisability of the Merger Agreement, the Offer, the Merger and the other transactions contemplated by the Merger Agreement; (iii) declared that the terms of the Offer and the Merger are fair to the Company and its stockholders; and (iv) resolved to recommend that the Company’s stockholders accept the Offer and tender their shares of Common Stock pursuant to the Offer.
Pursuant to the Merger Agreement, on October 13, 2023 Purchaser commenced (within the meaning of Rule 14d-2 under the Exchange Act) the Offer to purchase any and all issued and outstanding shares of Class A Common Stock, which constitutes all of the issued and outstanding shares of Common Stock, for a price per share of Common Stock equal to the Offer Price. The Offer shall initially remain open for 20 business days, subject to possible extension on the terms set forth in the Merger Agreement. The parties currently expect the Offer and the Merger to be completed in the fourth quarter of 2023.
Pursuant to the terms of the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each outstanding share of Common Stock, other than (i) shares of Common Stock held by the Company, Parent, Purchaser, or any wholly-owned subsidiary of Parent (other than Purchaser) or any wholly-owned subsidiary of the Company, (ii) irrevocably accepted for purchase in the Offer by the Purchaser or (iii) shares of Common Stock that are held by stockholders who are entitled to and properly demand appraisal for such shares of Common Stock in accordance with Section 262 of the DGCL, will be automatically converted into the right to receive the Offer Price from Purchaser (the “Merger Consideration”).
Pursuant to the Merger Agreement: (a) as of immediately prior to the Effective Time, each then-outstanding and unexercised option to purchase shares of Common Stock (each, a “Company Stock Option”) shall vest (to the extent unvested) in full and automatically be cancelled and converted into the right to receive from the Company following the Merger an amount of cash equal to the product of (i) the total number of shares of Common Stock then underlying such Company Stock Option multiplied by (ii) the excess, if any, of the Merger Consideration over the exercise price per share
of such Company Stock Option, without any interest thereon. In the event that the exercise price of any such Company Stock Option is equal to or greater than the Merger Consideration, such Company Stock Option shall be cancelled, without any consideration being payable in respect thereof, and have no further force or effect; (b) as of immediately prior to the Effective Time, (i) each restricted stock unit with respect to shares of Common Stock which vests solely on the continued performance of services (each, a “Company RSU”) that is then outstanding shall vest in full (to the extent unvested), and (ii) (A) each such vested Company RSU and (B) each restricted stock unit with respect to any shares of Common Stock which vests based on the achievement of one or more performance metrics and the continued performance of service (each, a “Company PSU”) that is then outstanding and vested (including any such Company PSU that becomes vested as a result of any applicable performance-vesting condition becoming satisfied in connection with the Merger) shall, in each case, automatically be cancelled and converted into the right to receive from the Company following the Merger an amount of cash equal to the product of (1) the total number of shares of Common Stock then underlying such vested Company RSU or vested Company PSU, as applicable, multiplied by (2) the Merger Consideration. Any Company PSU that is not vested (and does not become vested in connection with the Merger) as of immediately prior to the Effective Time shall be cancelled, without any consideration being payable in respect thereof, and have no further force or effect; and (c) as of immediately prior to the Acceptance Time, each warrant to purchase shares of Common Stock issued by the Company (such warrants, other than that certain Class A Common Stock Purchase Warrant issued by the Company to FreshRealm (such warrant, the “Supplier Warrant”), the "Company Warrants"), that is then-outstanding, and unexercised shall automatically, in accordance with such specified Company Warrant’s terms and with no further action by the Company or the holder thereof, automatically terminate and be cancelled and of no further force or effect and for no consideration.
Purchaser’s obligation to accept shares of Common Stock tendered in the Offer is subject to customary closing conditions, including (i) that, immediately prior to the expiration of the Offer, the number of shares of Common Stock validly tendered and not validly withdrawn (excluding shares tendered pursuant to guaranteed delivery procedures that have not yet been “received,” as such term is defined by Section 251(h)(6)(f) of the DGCL), together with any shares of Common Stock owned by Purchaser, Parent or any wholly-owned subsidiary of Parent, does not equal at least one share more than one-half of all shares of Common Stock then outstanding; (ii) the accuracy of the representations and warranties of the Company contained in the Merger Agreement, subject to customary thresholds and exceptions; (iii) the Company’s compliance with, and performance of, in all material respects its covenants and agreements contained in the Merger Agreement; (iv) since the date of the Merger Agreement, the absence of a Company Material Adverse Effect (as defined in the Merger Agreement); and (v) the other customary conditions set forth in Annex I to the Merger Agreement under certain circumstances.
Following the completion of the Offer, and subject to the terms and conditions of the Merger Agreement, the parties shall consummate the Merger, with the Company surviving as a wholly-owned subsidiary of Parent, pursuant to the procedure provided for under Section 251(h) of the DGCL, without any stockholder approvals. The Merger will be effected at the Acceptance Time.
The Merger Agreement contains customary representations and warranties from both the Company, on the one hand, and Parent and Purchaser, on the other hand. The Company has agreed, among other things, to use commercially reasonable efforts to operate its business in the ordinary course until the Acceptance Time and to not engage in specific types of transactions during such period. The Company has also agreed to customary non-solicitation restrictions, including not to solicit or initiate alternative acquisition proposals from third parties and engage in discussions or negotiations with third parties regarding acquisition proposals, or change the recommendation of the board of directors to the Company’s stockholders regarding the Offer, in each case except in certain circumstances as permitted by the Merger Agreement.
The Merger Agreement contains customary termination rights for both Parent and Purchaser, on the one hand, and the Company, on the other hand, including, among others, for failure to consummate the Offer on or before February 28, 2024. If the Merger Agreement is terminated under certain circumstances specified in the Merger Agreement (including under specified circumstances in connection with the Company’s entry into an agreement with respect to a Superior Proposal (as defined in the Merger Agreement) or the board of directors' change of recommendation in favor of the Offer), the Company will be required to pay Parent a termination fee of $3.1 million. The parties to the Merger Agreement are also entitled to specifically enforce the terms and provisions of the Merger Agreement under certain circumstances.
For additional information related to the Merger Agreement, refer to the Company’s Solicitation/Recommendation Statement on the Schedule 14D-9 filed by the Company on October 13, 2023 (as it may be further amended or supplemented from time to time, the “Schedule 14D-9”). Please also see “Item 1A. Risk Factors–- Risks Related to the Pending Transaction with Wonder” of this Quarterly Report on Form 10-Q.
Tender and Support Agreement
On September 28, 2023, and in connection with execution of the Merger Agreement, Parent and Purchaser entered into a Tender and Support Agreement (the “Support Agreement”) with FreshRealm, who beneficially owned approximately 16.5% of the outstanding shares of Class A Common Stock as of September 27, 2023. Pursuant to the Support Agreement, FreshRealm agreed, among other things, (i) to tender all of the shares of Class A Common Stock held by FreshRealm (the “Subject Shares”) in the Offer following exercise of the Supplier Warrant in accordance with the terms of the Support Agreement, subject to certain exemptions (including the termination of the Merger Agreement), (ii) to vote against, among other things, other proposals to acquire the Company, and (iii) to certain other restrictions on its ability to take actions with respect to the Company and its shares of Class A Common Stock. On October 11, 2023, FreshRealm exercised in full the Supplier Warrant to purchase 1,268,574 shares of Class A Common Stock. FreshRealm paid the exercise price on a cashless basis, resulting in the Company withholding 984 shares of the Subject Shares to pay the exercise price and issuing the remaining 1,267,590 shares of Class A Common Stock to FreshRealm. No fractional shares were issued. See the “The Supplier Warrant” section below for additional information related to the Supplier Warrant.
FreshRealm Transaction
On May 15, 2023, the Company entered into a non-binding letter of intent with FreshRealm, which contemplated FreshRealm’s acquisition of the fulfillment equipment and other production assets of the Company and the Company’s entry into an expanded commercial relationship with FreshRealm.
On the Closing Date, the Company entered into definitive agreements with FreshRealm, pursuant to which, among other things, the Company sold its production and fulfillment operational infrastructure to FreshRealm, and concurrently executed the ten year Production and Fulfillment Agreement under which FreshRealm became the exclusive supplier of the Company’s meal kits.
Asset Purchase Agreement
On the Closing Date, the Company, Blue Apron, LLC, the Company’s wholly owned subsidiary (“Blue Apron”), and FreshRealm entered into an asset purchase agreement (the “Asset Purchase Agreement”), pursuant to which FreshRealm purchased certain assets of the Company relating to the Company’s production and fulfillment operations (the “P&F Business”) conducted by the Company at its Facilities.
Pursuant to the Asset Purchase Agreement, on the Closing Date, (i) Blue Apron transferred to FreshRealm various assets used in the P&F Business including, among others, certain of Blue Apron’s inventory and consumable supplies and the rights under warranties and indemnities related thereto, identified transferred contracts (the “Transferred Contracts”), furnishings and equipment at the Facilities, including certain operating and finance leases, permits, books and records relating to the P&F Business, and intellectual property, including certain know-how, business IT systems and any implied goodwill arising out of such assets or the P&F Business (such assets, the “Purchased Assets”), other than the assets set forth in clause (ii); (ii) Blue Apron retained various assets including certain of Blue Apron’s prepaid expenses, intellectual property, excluded contracts, the assets relating to Blue Apron Wine, the Company’s e-commerce marketplace business, and other assets unrelated to the P&F Business, including assets relating to the Company’s culinary, marketing and digital product, and customer service operations (such assets, the “Excluded Assets”); (iii) FreshRealm assumed certain liabilities, including liabilities relating to the ownership or use of the Purchased Assets after the closing of the FreshRealm Transaction, the employment of the Relevant Team Employees (as defined in the Asset Purchase Agreement) after the Closing Date, and obligations under the Transferred Contracts; and (iv) Blue Apron retained certain liabilities, including trade payables in connection with the P&F Business prior to the Closing Date, liabilities relating to operation of the P&F Business prior to the Closing Date, and liabilities relating to the Excluded Assets.
The Company determined that the assets sold and transferred and the assigned liabilities (collectively the “Disposal Group”) did not constitute a component and did not meet the criteria for discontinued operation under ASC 205-20 as no discrete financial information is available for the Disposal Group with no cash flows that can be clearly distinguished for financial reporting purposes from the rest of Company. The Company concluded that the Disposal Group constitutes a business as it contains inputs and processes for producing outputs and, as such, the Company accounted for the sale as a disposal of a business under ASC 810-10. As of May 15, 2023, the Disposal Group met the criteria for classification as held for sale under ASC 360 with the Disposal Group subsequently being disposed of by sale on the Closing Date. The Disposal Group consisted of the following assets and liabilities:
| | | | | |
| Disposal Group |
| (In thousands) |
| Sold Assets | |
| Inventories, net | $ | 24,990 | |
| Furnishings and equipment | 44,874 | |
| Operating lease right-of-use assets | 481 | |
| Finance lease right-of-use assets | 463 | |
| Total Sold Assets | $ | 70,808 | |
| Assigned Liabilities | |
| Operating lease liabilities, current | 158 | |
| Finance lease liabilities, current | 93 | |
| Operating lease liabilities, long-term | 314 | |
| Finance lease liabilities, long-term | 381 | |
| PTO accrual - relevant Team Employees | 1,442 | |
| Total Assigned Liabilities | $ | 2,388 | |
| Total Disposal Group | $ | 68,420 | |
As consideration for the FreshRealm Transaction, on the Closing Date, FreshRealm paid to Blue Apron an amount in cash equal to $28.5 million (the “Base Sale Price”), less $3.5 million, which was paid to Blue Apron in the form of the Seller Note (as defined and described in Note 5), less an amount equal to all vacation time, sick time and other paid time off accrued by Relevant Team Employees (the “PTO Credit“) in connection with the FreshRealm Transaction. Under the Asset Purchase Agreement, FreshRealm is obligated to pay to Blue Apron an aggregate of up to $4.0 million of additional cash consideration, including $3.0 million as a result of, as of September 30, 2023 (the “First Earnout Calculation Date”), Blue Apron having achieved certain financial and cost-savings milestones and being in compliance in all material respects with its obligations under the Transition Services Agreement (as defined below), and $1.0 million if Blue Apron has achieved the aforementioned financial and cost-savings milestones and also remains in compliance with its obligations under the Transition Services Agreement as of December 31, 2023 (the ”Second Earnout Calculation Date” and, together with the First Earnout Calculation Date, the “Earnout”). No later than 30 days following each applicable Earnout Calculation Date, Blue Apron will deliver to FreshRealm a written statement setting forth in reasonable detail its determination of whether the Earnout has been achieved. After receipt of such written statement, FreshRealm shall have 30 days to review such written statement and, if approved, the Earnout will be paid by FreshRealm to Blue Apron within 5 business days following the final determination and approval of the written statement.
On October 27, 2023, Blue Apron delivered the written statement following the First Earnout Calculation Date and expects to earn the first $3.0 million of the Earnout in the fourth quarter of 2023.
The Company determined the total net consideration to be equal to the Base Sale Price, minus the face amount of the Seller Note, plus the seller note receivable, net, minus the PTO Credit, minus the value of the Supplier Warrant (as described below).
| | | | | |
| Purchase Consideration |
| (In thousands) |
| Base purchase price | $ | 28,500 | |
| Seller note principal | (3,500) | |
| Seller note receivable, net | 3,086 | |
| PTO credit - Relevant Team Employees | (1,442) | |
| Warrant | (6,778) | |
| Total Purchase consideration | $ | 19,866 | |
For the nine months ended September 30, 2023, the Company recognized a loss on the FreshRealm Transaction of $48.6 million, which is recorded in Loss on transaction in the accompanying consolidated statement of operations.
| | | | | |
| Loss on transaction |
| (In thousands) |
| Total purchase consideration | $ | 19,866 | |
| Total disposal group | (68,420) | |
| Net loss recognized on Transaction | $ | (48,554) | |
Production and Fulfillment Agreement
In connection with the execution of the Asset Purchase Agreement, Blue Apron and FreshRealm entered into the Production and Fulfillment Agreement, pursuant to which Blue Apron granted FreshRealm an exclusive right to produce and fulfill all Exclusive Products (as defined in the Production and Fulfillment Agreement) at any FreshRealm facility for sale to Blue Apron (the “Exclusive Right”), including certain individual meal recipe/SKUs that comprise prepped and unprepped ingredients, fresh and/or frozen meals and/or current or future food products that are similar to the Products (as defined in the Production and Fulfillment Agreement). The Exclusive Right does not apply to Blue Apron’s non-food products, individual food or beverage ingredients, pantry items sold on the Market or Wine portion of its website or mobile applications as of the Closing Date. The Exclusive Right does not extend to non-Blue Apron products produced by any future acquirer of Blue Apron. In the event that Blue Apron acquires a third party, the exclusivity does not apply to any meal-kit or food products of such third party for a twenty-four (24) month period, during which time FreshRealm and Blue Apron will negotiate mutually agreeable terms for the production and fulfillment of such acquired products. Blue Apron and FreshRealm intend to expand the portfolio of recipe and meal kit products, which would be subject to the Exclusive Right. In the event that Blue Apron desires to develop a new category of food products that is not excluded from the Exclusive Right, FreshRealm has the first right to develop such new category of products, and if FreshRealm does not accept such right to develop, the exclusivity would not apply and the Company would be able to develop such category.
The Production and Fulfillment Agreement also provides for up to $17.5 million of volume-based rebates during the term of the Production and Fulfillment Agreement. Blue Apron can earn these rebates based on the volume of purchases of certain products under the Production and Fulfillment Agreement above specified thresholds, as well as the achievement of certain financial targets by Blue Apron. To earn these rebates, Blue Apron must pay for the relevant products. The volume-based rebates represent a potential future gain that is contingent upon the Company (i) increasing its purchase volume from FreshRealm and (ii) achieving positive adjusted EBITDA. As the volume-based rebates act to ensure that the Company continues to purchase a substantive volume of products from FreshRealm (i.e., ensure that the interests of the Company and FreshRealm are aligned through 2025), the Company determined that the volume-based rebates relate to the ongoing future relationship with FreshRealm, and not the FreshRealm Transaction, and thus should be excluded from the measurement of the consideration. For the three and nine months ended September 30, 2023, no volume-based rebates were earned.
The initial term of the Production and Fulfillment Agreement is 10 years and will automatically renew for additional 2-year periods unless terminated by either party in accordance with such party’s termination rights. Following any early termination or expiration of the Production and Fulfillment Agreement, the Production and Fulfillment Agreement will continue to be in full force and effect for a period of 18 months after such termination or expiration, with the exception of the Exclusive Right, during which, among other things, Blue Apron and FreshRealm will work in good faith on a transition plan and Blue Apron will plan reductions of use of FreshRealm for manufacturing products.
Subleases
In connection with the execution of the Asset Purchase Agreement, Blue Apron and FreshRealm entered into sublease agreements for the Facilities (the “Sublease Agreements”). The term of the subleases commenced on the Closing Date.
The Richmond, California sublease (the “CA Sublease”) will expire on the earlier to occur of (i) the Triggering Date (as defined in the CA Sublease), or (ii) December 31, 2024. The CA Sublease contemplates an assignment of Blue Apron’s interest in the underlying prime lease to FreshRealm.
The Linden, New Jersey sublease (the “NJ Sublease” and together with the CA Sublease, the “Subleases”) will expire on December 31, 2024, unless the Triggering Date (as defined in the NJ Sublease) occurs, in which event the term shall be extended until August 31, 2026. The NJ Sublease contemplates potential extensions of the NJ Sublease term and/or an assignment of Blue Apron’s interest in the underlying Prime Lease (as defined in the NJ Sublease) to FreshRealm.
The Subleases are classified as operating leases, and as the Company is not relieved of its primary obligations under the prime leases, the Company will continue to account for the prime leases as it did before the commencement of the Subleases and will continue to assess the ROU Assets for impairment. Additionally, the Company will recognize sublease income in its consolidated statement of operations over the respective sublease terms on a straight-line basis. See Note 8 for further discussion on leases.
The Supplier Warrant
In connection with the execution of the Asset Purchase Agreement, and in consideration for the FreshRealm Transaction, the Company simultaneously issued to FreshRealm a warrant (the “Supplier Warrant”) to purchase 1,268,574 shares of the Company’s Class A Common Stock, at an exercise price of $0.01 per share, which represented 19.99% of the Company’s outstanding Class A Common Stock as of the Closing Date. In connection with the Merger Agreement, on October 11, 2023, FreshRealm exercised in full the Supplier Warrant to purchase 1,268,574 shares of Class A Common Stock. FreshRealm paid the exercise price on a cashless basis, resulting in the Company withholding 984 shares of the Subject Shares to pay the exercise price and issuing the remaining 1,267,590 shares of Class A Common Stock to FreshRealm. No fractional shares were issued.
Prior to the 7th anniversary of the Closing Date of the FreshRealm Transaction, the Supplier Warrant was exercisable at any time on or after the earlier to occur of (i) the expiration of the Standstill/Lock-up Period (as defined below), or any exception during the Standstill/Lock-up Period and (ii) the delisting of the Class A Common Stock from the NYSE; provided that if the Class A Common Stock was concurrently listed on another Trading Market (as defined in the Supplier Warrant) within ninety (90) days after such delisting, the Supplier Warrant would not have become exercisable pursuant to clause (ii). Subject to the terms of the Supplier Warrant, the number of shares issuable upon exercise of the Supplier Warrant and the exercise price would have been subject to adjustment in certain events, including (i) dividends or distributions of shares of Class A Common Stock, (ii) splits, subdivisions, combinations and certain reclassifications of shares of Class A Common Stock, or (iii) distributions of assets other than Class A Common Stock.
Pursuant to the terms of the Supplier Warrant, the Company would not have effected the exercise of the Supplier Warrant, and the holder would not have been entitled to exercise any portion of the Supplier Warrant, that, upon giving effect to such exercise, the aggregate number of shares of Class A Common Stock beneficially owned by the holder (together with its affiliates) would have exceeded 19.99% of the number of shares of Class A Common Stock outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the Supplier Warrant, which percentage may have been changed at the holders election to a lower percentage upon 61 days’ notice to the Company, subject to the terms of the Supplier Warrant.
In addition, pursuant to the terms of the Supplier Warrant, the holder will not, and will not cause any direct or indirect affiliate to, for a period beginning on the issuance date of the Supplier Warrant and ending 18 months after the issuance date of the Supplier Warrant (the “Standstill/Lock-up Period”), (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, the Subject Shares, (ii) enter into any hedging, swap or other agreement or transaction that would transfer, in whole or in part, any of the economic consequences of the Subject Shares, whether any such transaction described in clauses (i) or (ii) is to be settled by delivery of the Subject Shares, in cash or otherwise, (iii) make any demand for or exercise any right under the registration rights agreement between the Company and FreshRealm with respect to the Subject Shares or otherwise with respect to the registration of the Subject Shares, or (iv) publicly disclose the intention to do any of the foregoing, except as permitted by certain exceptions set forth in the Supplier Warrant.
The Company assessed the classification of the Supplier Warrant as either equity-classified or liability-classified instruments based on the specific terms and applicable authoritative guidance in ASC 480 and ASC 815. The Supplier Warrant did not meet the criteria for ASC 480 or ASC 815-40 liability accounting. As the Supplier Warrant was considered indexed to the Company’s own stock and meets the requirements for equity classification, the Company accounted for the Supplier Warrant as an equity instrument.
The Company initially measured the Supplier Warrant within equity at fair value and did not subsequently remeasure the equity instrument. As of the Closing Date, the Supplier Warrant was valued at $6.8 million and was recorded to additional-paid-in capital. The Company utilized a Black-Scholes option pricing model to measure the fair value of the Supplier Warrant, using the following key assumptions:
| | | | | |
| Expected volatility | 134.84 | % |
| Risk-free interest rate | 3.84 | % |
| Expected term (in years) | 7 |
| Dividend yield | 0.00% |
Expected Volatility — The expected volatility was derived from the average historical stock volatility of the Company over the expected term prior to June 9, 2023.
Risk‑Free Interest Rate — The risk‑free interest rate was based on the daily par yield curve rate per U.S. Treasury for constant maturity notes with terms approximately equal to the expected term.
Expected Term — The expected term represents the period that the Supplier Warrant was expected to be outstanding based on the contractual terms.
Dividend Yield — The expected dividend was zero as the Company has not paid and does not anticipate paying any dividends in the foreseeable future.
Transition Services Agreement
The Company also entered into a transition services agreement (the “Transition Services Agreement”) with FreshRealm, pursuant to which the Company will be paid to provide certain services to FreshRealm to facilitate the transition of the operations of the P&F Business to FreshRealm (such services, the “P&F Services”). The obligations of Blue Apron to provide the P&F Services shall terminate with respect to each P&F Service on the earlier of (i) the applicable Transition Date, which means initially September 30, 2023, subject to extension as mutually agreed to by the parties and provided that specific P&F Services may have specific Transition Dates, and (ii) the transition of the applicable operations or P&F Services to FreshRealm, in each case subject to further extension. In accordance with the Transition Services Agreement, the P&F Services being performed by the Company for FreshRealm are being charged to FreshRealm at cost (equal to pass-through charges and the estimated cost of personnel time and effort to perform the transition services), which the Company determined to, in all material respects, approximate fair value. The Company will recognize revenue under the Transition Services Agreement as services are provided to FreshRealm and any pass-through charges will be recorded as reduction to the relevant expenses.
Technology License Agreement
In connection with the execution of the Asset Purchase Agreement, the Company and FreshRealm entered into a technology license agreement (the “Technology License Agreement”), pursuant to which the Company licensed certain software and technology to FreshRealm to enable FreshRealm to perform its obligations under the Production and Fulfillment Agreement. The Technology License Agreement provides an exclusive license to the software for Blue Apron’s warehouse management system and a non-exclusive license to source code for certain other Blue Apron software used in connection with Blue Apron’s direct-to-consumer business, solely for the purpose of enabling the warehouse management system. In addition, Blue Apron received a non-exclusive license to intellectual property rights that were sold to FreshRealm in accordance with the Asset Purchase Agreement. The Technology License Agreement has certain limitations on the use of the intellectual property rights licensed to Blue Apron to prevent use of those intellectual property rights to compete with FreshRealm.
There was no consideration for the technology licenses as these licenses are required in order for FreshRealm to be able to perform its obligations under the Production and Fulfillment Agreement.
As software was not part of the Disposal Group, the Company assessed the remaining software for impairment under ASC 350-40 and determined there were indicators of impairment present related to certain internal-use capitalized software used in P&F Business. As there is no future utility for such internal-use capitalized software, the Company recorded a $1.7 million impairment loss in Other operating expense during the nine months ended September 30, 2023, representing the remaining carrying value of these assets.
Retail License Agreement
In connection with the execution of the Asset Purchase Agreement, the Company and FreshRealm entered into a retail license agreement (the “Retail License Agreement”), pursuant to which the Company granted an exclusive license under certain of the Company’s trademarks and certain other specified intellectual property rights, in connection with the manufacturing, packaging, marketing, promotion, sale, and distribution of ready-to-heat, ready-to-cook and ready-to-eat meals, meal kits, and related food items and food products (the “Retail Products”) in the United States through specified sales channels other than specified direct-to-consumer channels. In addition, the Company granted FreshRealm a non-exclusive license to use the licensed intellectual property in sales presentations, business development collateral, and marketing and advertising materials related to the Retail Products. The Retail License Agreement also granted FreshRealm specified rights to sublicense the licenses for purposes of production and fulfillment of the Retail Products in the United States. Under the Retail License Agreement, FreshRealm pays certain royalties to the Company. The royalties must be spent to promote the Retail Products, although, during the term of the Retail License Agreement, a smaller proportion of the royalties must be so spent and the remainder of the royalties will be credited or paid to the Company.
In addition, the Retail License Agreement grants FreshRealm a right of first refusal to obtain rights with respect to (i) new names, trademarks, or other branding assets for use in connection with Retail Products or (ii) sale of Retail Products in territories outside of the United States.
The initial term of the Retail License Agreement is 10 years and will automatically renew for additional 2 year periods unless terminated by either party in accordance with such party’s termination rights.
The Company determined that the royalties relate to the ongoing future relationship with FreshRealm and is not consideration for the sale of the Disposal Group. As such, the Company did not record any amounts related to the royalties for the three and nine months ended September 30, 2023 as no Retail Products were sold in the period.
4. Inventories, Net
Inventories, net consist of the following:
| | | | | | | | | | | |
| September 30,
2023 | | December 31,
2022 |
| (In thousands) |
| Fulfillment | $ | 11 | | | $ | 2,315 | |
| Product | 1,747 | | | 22,708 | |
| Inventories, net | $ | 1,758 | | | $ | 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.
Following the completion of the FreshRealm Transaction, on the Closing Date, the Company sold and transferred all of its product and fulfillment inventory related to its meal kits to FreshRealm.
5. Seller Note Receivable, Net
As part of the consideration for the FreshRealm Transaction, on the Closing Date, and as a security for certain of Blue Apron’s indemnification obligations under the Asset Purchase Agreement, the Company and FreshRealm entered into a promissory note in the amount of $3.5 million (the “Seller Note”). Under the Seller Note, FreshRealm is entitled to set-off any indemnifiable losses pursuant to indemnification claims under the Asset Purchase Agreement against its payment obligations under the Seller Note, which will mature and become payable to the Company on June 9, 2024. The Seller Note has an interest rate of 1.5% per annum, accruing as of the Closing Date.
As the Seller Note has a stated interest rate that is not a market interest rate, the Company discounted the Seller Note to reflect the fair value market rate as of the Closing Date. Based on a market rate of 13.42% consisting of an 8.25% prime rate and a 5.17% risk-free rate per the U.S. Treasury, the Company determined the present value of the Seller Note face amount to be $3.1 million on the Closing Date. The Company is accreting the $0.4 million discount over the one-year life of the Seller Note using the effective interest rate method. As of September 30, 2023, the unaccreted discount was $0.3 million.
6. Prepaid Expenses and Other Current Assets
Prepaid expenses and other current assets consist of the following:
| | | | | | | | | | | |
| September 30,
2023 | | December 31,
2022 |
| (In thousands) |
| Prepaid insurance | $ | 5,056 | | | $ | 8,241 | |
| Other current assets | 11,915 | | | 9,416 | |
| Prepaid expenses and other current assets | $ | 16,971 | | | $ | 17,657 | |
7. Restricted Cash
Restricted 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:
| | | | | | | | | | | |
| September 30,
2023 | | December 31,
2022 |
| (in thousands) |
| Cash and cash equivalents | $ | 27,232 | | | $ | 33,476 | |
| Restricted cash included in Prepaid expenses and other current assets | — | | | 111 | |
| Restricted cash included in Other noncurrent assets | 1,141 | | | 1,069 | |
| Total cash, cash equivalents, and restricted cash | $ | 28,373 | | | $ | 34,656 | |
| | | |
| September 30,
2022 | | December 31,
2021 |
| (in thousands) |
| Cash and cash equivalents | $ | 30,977 | | | $ | 82,160 | |
| Restricted cash included in Prepaid expenses and other current assets | 369 | | | 608 | |
| Restricted cash included in Other noncurrent assets | 1,069 | | | 829 | |
| Total cash, cash equivalents, and restricted cash | $ | 32,415 | | | $ | 83,597 | |
8. 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. On the Closing Date, the Company entered into the Sublease Agreements with FreshRealm to sublease the Facilities to FreshRealm. Refer to Note 3 for additional information related to the Facilities. The Company has also entered into agreements to sublease its other fulfillment centers.
The following table summarizes the weighted-average remaining lease terms and weighted average discount rates:
| | | | | | | | | | | |
| September 30,
2023 | | December 31,
2022 |
| Weighted average remaining lease term: | | | |
| Operating leases | 2.90 years | | 3.55 years |
| Finance leases | 0.00 years | | 4.61 years |
| Weighted average discount rate: | | | |
| Operating leases | 16.21 | % | | 16.20 | % |
| Finance leases | — | % | | 16.23 | % |
Lease cost consists of the following:
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended
September 30, | | Nine Months Ended
September 30, |
| 2023 | | 2022 | | 2023 | | 2022 |
| (In thousands) | | |
| Operating lease cost | $ | 3,185 | | $ | 3,255 | | $ | 9,628 | | $ | 9,836 |
| Finance lease cost: | | | | | | | |
| Amortization of right-of-use assets | — | | — | | $ | 56 | | $ | — |
| Interest on lease liabilities | — | | 5 | | $ | 33 | | $ | 6 |
| Total lease cost | | | | | | | |
| Sublease income | (2,775) | | (920) | | $ | (4,516) | | $ | (3,055) |
| Net lease cost | $ | 410 | | $ | 2,340 | | $ | 5,201 | | $ | 6,787 |
The following table presents the lease-related assets and liabilities recorded on the Consolidated Balance Sheets:
| | | | | | | | | | | |
| September 30,
2023 | | December 31,
2022 |
| (In thousands) |
| Operating leases: | | | |
| Operating lease right-of use assets | $ | 26,577 | | $ | 32,340 |
| Operating lease right-of use liabilities, current | $ | 9,689 | | $ | 8,650 |
| Operating lease right-of use liabilities, non-current | $ | 16,608 | | $ | 23,699 |
| Finance leases: | | | |
| Property and equipment, net | $ | — | | $ | 260 |
| Accrued expenses and other current liabilities | $ | — | | $ | 45 |
| Other noncurrent liabilities | $ | — | | $ | 225 |
Supplemental cash flow information and non-cash activity related to our operating leases are as follows:
| | | | | | | | | | | |
| Nine Months Ended
September 30, |
| 2023 | | 2022 |
| (In thousands) |
| Operating cash flow information: | | | |
| Cash paid for amounts included in the measurement of lease liabilities | $ | 9,920 | | $ | 9,796 |
| Non-cash activity: | | | |
| Right-of-use assets obtained in exchange for lease obligations | $ | 574 | | $ | 39,405 |
9. Property and Equipment, Net
Property and equipment, net consists of the following:
| | | | | | | | | | | |
| September 30,
2023 | | December 31,
2022 |
| (in thousands) |
| Computer equipment | $ | 6,330 | | | $ | 12,308 | |
| Capitalized software | 28,332 | | | 28,831 | |
| Fulfillment equipment | 54 | | | 51,639 | |
| Furniture and fixtures | 450 | | | 2,757 | |
| Leasehold improvements | 6,699 | | | 113,703 | |
Construction in process(1) | 2,868 | | | 2,466 | |
| Property and equipment, gross | 44,733 | | | 211,704 | |
| Less: accumulated depreciation and amortization | (39,110) | | | (154,518) | |
| Property and equipment, net | $ | 5,623 | | | $ | 57,186 | |
________________________
(1)Construction in process includes all costs capitalized related to projects that have not yet been placed in service.
Following the completion of the FreshRealm Transaction, on the Closing Date, the Company sold and transferred property and equipment related to the P&F Business to FreshRealm. See Note 3 for additional information.
In June 2023, the Company recorded an impairment loss of $1.7 million primarily related to abandoned internal-use capitalized software related to the P&F Business. See Note 3 for additional information.
10. Accrued Expenses and Other Current Liabilities
Accrued expenses and other current liabilities consist of the following:
| | | | | | | | | | | |
| September 30,
2023 | | December 31,
2022 |
| (in thousands) |
| Accrued compensation | $ | 5,553 | | | $ | 9,653 | |
| Accrued credits and refunds reserve | 1,120 | | | 1,053 | |
| Accrued marketing expenses | 2,940 | | | 3,968 | |
| Accrued shipping expenses | 44 | | | 2,132 | |
| Accrued workers' compensation reserve | 2,944 | | | 4,260 | |
| Other current liabilities | 8,467 | | | 6,011 | |
| Accrued expenses and other current liabilities | $ | 21,068 | | | $ | 27,077 | |
11. Deferred Revenue
Deferred revenue consists of the following:
| | | | | | | | | | | |
| September 30,
2023 | | December 31,
2022 |
| (in thousands) |
| Cash received prior to fulfillment | $ | 5,265 | | | $ | 4,940 | |
| Gift cards, prepaid orders, and other | 12,777 | | | 14,143 | |
| Deferred revenue | $ | 18,042 | | | $ | 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 $18.0 million and $19.1 million as of September 30, 2023 and December 31, 2022, respectively. During the nine months ended September 30, 2023, the Company recognized $6.8 million to Net revenue from the Deferred revenue as of December 31, 2022.
See Note 16 for further information regarding the March Sponsorship Gift Cards (as defined below) and May Sponsorship Gift Cards (as defined below).
12. 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”). On May 5, 2021, the Company amended the financing agreement (the “May 2021 Amendment”), which modified certain provisions of the financing agreement. The 2020 Term Loan bore interest at a rate equal to LIBOR (subject to a 1.50% floor) plus 9.00% 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. 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.
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 provided 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. See Note 18 for further discussion 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, accelerated 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 were repaid in full. Furthermore, conditioned upon the timely payment of all the amortization payments, the noteholder agreed to waive all prepayment premiums and a fee equal to 1.00% of the principal amount of the senior secured notes if the Company had failed to use commercially reasonable efforts to cause 90% of packaging for its meal kit boxes to be recyclable, reusable or compostable that would otherwise have been owed by the Company at maturity in May 2027. On June 9, 2023, the Company repaid its senior secured notes in full.
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 for the nine months ended September 30, 2023 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 bore 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 Company amortized 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 date indicated below:
| | | | | | | | | | | | | | | | | |
| Senior secured notes | | Debt issuance costs, net | | Net |
| (In thousands) |
| 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 | |
13. 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.
Richmond, California Class Actions
The Company is a party to a class action lawsuit entitled Stevie A. Hayes v. Blue Apron, LLC (“Hayes”), that was filed in the California Superior Court in Contra Costa County under the California wage and hour laws on behalf of certain non-exempt employees in the Company's former Richmond, California fulfillment center. The Hayes class action complaint was filed on June 21, 2023, and alleges that during the time the Company operated the Richmond, California fulfillment center, the Company failed to pay minimum wages and overtime, provide required meal and rest breaks, provide wages due upon separation from employment, provide accurate wage statements, to non-exempt employees in violation of California law. On September 11, 2023, Hayes filed an additional Private Attorneys General Act complaint seeking damages under California Labor Code section 2699, et seq., for identical allegations made in the Hayes class action complaint. On July 27, 2023, the Company removed the Hayes class action complaint from the Contra Costa County state court to federal court in the Northern District of California based on the Class Action Fairness Act (“CAFA”). On August 11, 2023, Hayes filed a Motion for Remand, which the Company opposed. The Company is awaiting for the court to rule on the remand.
The Company is also a party to a second class action lawsuit entitled Cortez Mitchell v. Blue Apron, LLC (“Mitchell”), that was filed in the California Superior Court in Contra Costa County under the California wage and hour laws on behalf of certain non-exempt employees that worked for the Company and directly or indirectly for staffing agencies in the Company’s former Richmond, California fulfillment center. The Mitchell class action complaint was filed on August 25, 2023, and alleges nearly identical claims as the Hayes class action complaint for failure to pay minimum wages and overtime, provide required meal and rest breaks, provide wages due upon separation from employment, and failure to provide accurate wage statements, to non-exempt employees in violation of California law. In addition, the Mitchell class action complaint alleges a new cause of action for a failure to reimburse certain necessary business expenses. On September 15, 2023, Mitchell filed an additional Private Attorneys General Act complaint seeking damages under California Labor Code section 2699, et seq., for similar allegations made in the Mitchell class action complaint along with additional claims including but not limited to violations of sick leave, failure to pay vested vacation or paid time off, failure to provide a safe and healthful workplace, and unlawful agreements of criminal history inquiries. On October 6, 2023, the Company removed the Mitchell case from the Contra Costa County state court to federal court in the Northern District of California based on CAFA. Mitchell failed to file a Motion for Remand by the deadline of November 6, 2023 and, as a result, the Mitchell case will remain in federal court.
The Company is in the preliminary stages of reviewing the allegations made in the Hayes and Mitchell class action complaints and believes that it has strong defenses and intends to vigorously defend against these lawsuits. As a result, the Company is currently unable to provide any assurances as to the ultimate outcome of these lawsuits or that an adverse resolution of these lawsuits would not have a material adverse effect on the Company's consolidated financial position or results of operations.
Legal Proceedings Related to the Merger
Additionally, on October 19, 2023, Damir Khamidullin, a purported stockholder of the Company, filed a complaint with the United States District Court for the Southern District of New York, captioned Damir Khamidullin vs. Blue Apron Holdings, Inc., Jennifer Carr-Smith, Beverly K. Carmichael, Linda Findley, Brenda Freeman, Elizabeth Huebner, and Amit Shah, Case No. 1:23-cv-09213 (the “Khamidullin complaint”). On October 24, 2023, Steven Weiss, a purported stockholder of the Company, filed a complaint with the United States District Court for the District of Delaware, captioned Steven Weiss v. Blue Apron Holdings, Inc., Jennifer Carr-Smith, Beverly K. Carmichael, Linda Findley, Brenda Freeman, Elizabeth Huebner, and Amit Shah, Case No. 1:23-cv-01208-UNA (the “Weiss complaint”). On October 25, 2023, Patrick Plumley, a purported stockholder of the Company, filed a complaint with the United States District Court for the District of Delaware, captioned Patrick Plumley v. Blue Apron Holdings, Inc., Jennifer Carr-Smith, Beverly K. Carmichael, Linda Findley, Brenda Freeman, Elizabeth Huebner, and Amit Shah, Case No. 1:23-cv-01214-UNA (the “Plumley complaint” and collectively with the Khamidullin complaint and the Weiss complaint, the “complaints”).
The complaints name as defendants the Company and each member of the board of directors. The complaints allege, among other things, that the defendants violated Sections 14(d), 14(e), and 20(a) of the Exchange Act and Rule 14d-9 promulgated thereunder by omitting and/or misrepresenting material facts related to the transaction from the Schedule 14D-9. The complaints seek, among other relief, (i) injunctive relief preventing the consummation of the Merger, (ii) recission of the Merger Agreement or rescissory damages, (iii) other damages purportedly incurred on account of the alleged omissions or misstatements, and (iv) an award of plaintiff’s costs and disbursements of the action, including attorneys’ and expert fees and expenses. In addition, the Plumley complaint seeks a declaration that the defendants violated Section 14(a) and/or 20(a) of the Exchange Act.
The Company also received (a) one demand letter on October 17, 2023, sent on behalf of Matthew Whitfield (the “Whitfield demand”), a purported stockholder of the Company; (b) one demand letter on October 18, 2023, sent on behalf of Richard Dabney (the “Dabney demand”), a purported stockholder of the Company; (c) two demand letters on October 19, 2023 sent on behalf of Jason Walton (the “Walton demand”) and Peter Salib (the “Salib demand”), respectively, and each a purported stockholder of the Company; (d) three demand letters on October 20, 2023 sent on behalf of Jorg Raue (the “Raue demand”), Scott Goley (the “Goley demand”) and Brad Nwosu (the “Nwosu demand”), respectively, and each a purported stockholder of the Company; (e) one demand letter on October 24, 2023 sent on behalf of Rita Brodt (the “Brodt demand”), a purported stockholder of the Company; (f) two demand letters on October 25, 2023 sent on behalf of Jordan Wilson (the “Wilson demand”) and Jordan Rosenblatt (the “Rosenblatt Demand”), respectively, and each a purported stockholder of the Company; (g) two demand letters on October 26, 2023 sent on behalf of Alfred Yarkony (the “Yarkony demand”) and Eric Sabatini (the “Sabatini demand”), respectively, and each a purported stockholder of the Company and (h) one demand letter on October 27, 2023 sent on behalf of Miriam Nathan (the “Nathan demand”), a purported stockholder of the Company. Each of the Whitfield demand, the Dabney demand, the Walton demand, the Salib demand, the Raue demand, the Goley demand, the Nwosu demand, the Brodt demand, the Wilson demand, the Rosenblatt demand, the Yarkony demand, the Sabatini demand and the Nathan demand alleges omissions of material information with respect to the transaction from the Schedule 14D-9 filed by the Company and demands that the Company promptly provide stockholders with additional disclosure. In addition, each of the Salib demand and Nathan demand includes a draft complaint, which contains allegations and requests for relief substantially consistent with those set forth in the complaints, and states an intention to file such complaint.
The Company also received one letter on October 26, 2023, sent on behalf of Richard Birnbaum (the “220 demand”), a purported stockholder of the Company, seeking to inspect certain books and records of the Company related to the Merger and related matters pursuant to Section 220 of the DGCL (and the aforementioned demands are collectively referred to herein as, the “demands”). The Company responded to the 220 demand on November 3, 2023. On November 8, 2023, Mr. Birnbaum filed a Section 220 action in the Court of Chancery of the State of Delaware, captioned Birnbaum v. Blue Apron Holdings, Inc., C.A. 2023-1132, together with a letter to the Court indicating that Mr. Birnbaum filed the action to preserve standing and does not seek to schedule proceedings at this time.
The outcome of the matters described above cannot be predicted with certainty. However, the Company believes that the allegations in the complaints and the demands are without merit. Additional demands may be made or complaints may be filed against the Company, the board of directors, Wonder and/or Purchaser in connection with the transactions contemplated by the Merger Agreement, the Schedule TO, together with the exhibits thereto, as it or they may be amended or supplemented from time to time, filed jointly by Wonder and Purchaser with the SEC on October 13, 2023, and the Schedule 14D-9. If such additional demands are made or complaints are filed, absent new or different allegations that are material, the Company, Parent and/or Purchaser will not necessarily announce such additional demands or complaints. As a result, the Company is currently unable to provide any assurances as to the ultimate outcome of the foregoing legal proceedings or that an adverse resolution of the legal proceedings would not have a material adverse effect on the Company's consolidated financial position or results of operations.
In addition, from time to time the Company may become involved in other 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. Regardless of the outcome, any such litigation and claims may have an adverse impact on the Company because of defense and settlement costs, diversion of management resources and other factors.
14. Stockholders’ Equity (Deficit)
Public Equity Offerings
During the nine months ended September 30, 2023, the Company issued and sold 1,935,955 shares of its Class A Common Stock via “at-the-market” equity offerings, resulting in $20.1 million of proceeds, net of commissions and offering costs. The Company did not issue and sell any shares of its Class A Common Stock via "at-the-market" equity offerings during the three months ended September 30, 2023.
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 $168.00 per unit). In the aggregate, RJB received (i) 29,762 shares of Class A Common Stock, and (ii) warrants to purchase 41,667 shares of Class A Common Stock at exercise prices of $180.00 per share, $216.00 per share, and $240.00 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 277,778 shares of Class A Common Stock for an aggregate purchase price of $40.0 million (or $144.00 per share), of which 138,889 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 138,889 shares of Class A Common Stock remaining to be issued and sold under the initial RJB Purchase Agreement at a $60.00 price per share, instead of a price of $144.00 per share, and (ii) an additional 694,444 shares of Class A Common Stock at a price of $60.00 per share. Upon execution of the amendment, the RJB Second Closing comprised in the aggregate a purchase price of $50.0 million and 833,333 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 $67.80 for the purchase of the 833,333 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, an affiliate of Sanberg funded $1.0 million under the RJB Purchase Agreement, in exchange for which the Company issued and sold 14,749 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. See Note 3 for additional information related to the Supplier Warrant.
As of September 30, 2023, the equity-classified warrants issued by the Company were as follows:
| | | | | | | | | | | | | | | | | | | | |
| Exercise Price | | Issued | | Exercised | | Outstanding as of September 30, 2023 |
| $ | 0.01 | | | 1,268,574 | | | | 1,268,574 |
| $ | 180.00 | | | 543,810 | | — | | 543,810 |
| $ | 216.00 | | | 271,905 | | — | | 271,905 |
| $ | 240.00 | | | 135,952 | | — | | 135,952 |
15. 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
September 30, | | Nine Months Ended
September 30, |
| 2023 | | 2022 | | 2023 | | 2022 |
| (In thousands) | | (In thousands) |
| Cost of goods sold, excluding depreciation and amortization | $ | — | | | $ | — | | | $ | — | | | $ | 2 | |
| Product, technology, general and administrative | 815 | | | 1,507 | | | 3,061 | | | 5,382 | |
| Total share-based compensation | $ | 815 | | | $ | 1,507 | | | $ | 3,061 | | | $ | 5,384 | |
16. 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 the closing dates of the transactions discussed below, Joseph N. Sanberg and his affiliates met 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 nine months ended September 30, 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 14 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
September 30, | | Nine Months Ended
September 30, |
| 2023 | | 2022 | | 2023 | | 2022 |
| (In thousands) | | (In thousands) |
| Net revenue: | | | | | | | |
Feeding America bulk sale | $ | — | | | $ | — | | | $ | — | | | $ | 10,000 | |
March Sponsorship Gift Cards | $ | 26 | | | $ | 2,563 | | | $ | 238 | | | $ | 3,046 | |
| Cost of goods sold, excluding depreciation and amortization | $ | 17 | | | $ | 1,726 | | | $ | 153 | | | $ | 7,194 | |
| Product, technology, general and administrative | $ | — | | | $ | — | | | $ | 208 | | | $ | 3,000 | |
17. 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 September 30, | | Nine Months Ended September 30, |
| 2023 | | 2022 | | 2023 | | 2022 |
| Class A | | Class A | | Class A | | Class A |
| (In thousands, except share and per-share data) | | | | | | | |
| Numerator: | | | | | | | |
| Net income (loss) attributable to common stockholders | $ | (10,289) | | | $ | (25,949) | | | $ | (89,255) | | | $ | (87,949) | |
| Denominator: | | | | | | | |
| Weighted-average shares used to compute net income (loss) per share attributable to common stockholders—basic | 7,671,395 | | 2,904,428 | | 6,579,247 | | 2,812,318 |
| Weighted-average shares used to compute net income (loss) per share attributable to common stockholders—diluted | 7,671,395 | | 2,904,428 | | 6,579,247 | | 2,812,318 |
| | | | | | | |
Net income (loss) per share attributable to common stockholders—basic (1) | $ | (1.34) | | | $ | (8.93) | | | $ | (13.57) | | | $ | (31.27) | |
Net income (loss) per share attributable to common stockholders—diluted (1) | $ | (1.34) | | | $ | (8.93) | | | $ | (13.57) | | | $ | (31.27) | |
________________________
(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 September 30, | | Nine Months Ended September 30, |
| 2023 | | 2022 | | 2023 | | 2022 |
| Class A | | Class A | | Class A | | Class A |
| Stock options | 1,915 | | 2,517 | | 1,991 | | 2,742 |
| Restricted stock units | 268,141 | | 195,471 | | 264,958 | | 198,233 |
| Warrants | 951,667 | | 951,667 | | 951,667 | | 950,676 |
| Total anti-dilutive securities | 1,221,723 | | 1,149,655 | | 1,218,616 | | 1,151,651 |
18. 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 on a recurring basis as of September 30, 2023 and December 31, 2022.
Non-Financial Assets
Certain non-financial assets, such as long-lived assets, are only recorded at fair value if an impairment loss is recognized. Impairment losses recognized as of September 30, 2023 and December 31, 2022 were $1.7 million and $0.0 million, respectively. The following table presents non-financial assets that were measured and recorded at fair value on a non-recurring basis and the total impairment losses recorded on those assets. Non-recurring fair value measurements for the period ended September 30, 2023, included the following:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Nine Months Ended September 30, 2023 |
| Carrying value before impairment | | Fair value
(Level 3) | | Impairment Loss |
| |
| Non-financial assets (in thousands) | | | | | | | | |
| Long-lived assets | $ | 1,662 | | $ | — | | $ | 1,662 |
See Note 3 and Note 9 for further discussion on the long-lived assets impairment losses.
Warrant Obligation
In connection with the May 2021 Amendment as discussed in Note 12, the Company agreed to prospectively grant warrants (the “Blue Torch warrant obligation”) to the lenders, so long as the 2020 Term Loan remained outstanding. 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 (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 Class A 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 Class A Common Stock as of the closing date of the May 2021 Amendment, 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 Class A 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.
The following table summarizes the changes of the Blue Torch warrant obligation as of September 30, 2022 and December 31, 2021:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Balance as of December 31, 2021 | | Loss (gain) on changes in stock price | | Loss (gain) on changes in estimated common stock on a fully-diluted basis | | Exercise of warrants | | Derecognition | | Balance as of September 30, 2022 |
| (In thousands) |
| Warrant obligation | $ | 9,589 | | | $ | (1,971) | | | $ | 153 | | | $ | (5,050) | | | $ | (2,721) | | | $ | — | |
19. 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 resulted in cash expenditures in the first half of 2023.
In June 2023, the Company announced the planned departure of Irina Krechmer, the Company's former Chief Technology Officer. The board of directors approved a severance package for Ms. Krechmer on June 9, 2023. As a result, during the nine months ended September 30, 2023, the Company recorded $0.4 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 second half of 2023 and first quarter of 2024.
In July 2023, the Company further executed its planned reduction in corporate personnel, which was previously planned in conjunction with the closing of the FreshRealm Transaction. As the Company executes its asset-light model, it is further streamlining its business to better match its resources to this structure. This reduction in corporate personnel resulted in a reduction of approximately 20% of the Company’s total corporate workforce. As a result, the Company incurred approximately $1.7 million in employee-related expenses, primarily consisting of severance payments, substantially all of which will result in cash expenditures in the second half of 2023 and first quarter of 2024.
| | | | | |
| Employee-Related Costs |
| (in thousands) |
| Balance - December 31, 2022 | $ | 1,295 | |
| Cash payments | (911) |
| Balance - March 31, 2023 | $ | 384 | |
| Charges | 408 | |
| Cash payments | (307) | |
| Other | (69) | |
| Balance - June 30, 2023 | $ | 416 | |
| Charges | 1,693 | |
| Cash payments | (493) | |
| Balance - September 30, 2023 | $ | 1,616 | |
20. Subsequent Events
In October 2023, the Company announced its decision to wind down Blue Apron Wine, which the Company expects to complete in the fourth quarter of 2023. The wind down of Blue Apron Wine is not expected to have a material impact on the Company’s Consolidated Financial Statements.
Item 2.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis is meant to provide material information relevant to an assessment of the financial condition and results of operations of our company, including an evaluation of the amounts and certainty of cash flows from operations and from outside resources, so as to allow investors to better view our company from management’s perspective. You should read the following discussion of our financial condition and results of operations together with our consolidated financial statements and the related notes and other financial information included elsewhere in this Quarterly Report on Form 10-Q and our Annual Report on Form 10-K for the year ended December 31, 2022, filed with the Securities and Exchange Commission on March 16, 2023. The following discussion contains forward-looking statements that reflect our plans, estimates, and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this Quarterly Report on Form 10-Q, particularly in the section titled “Risk Factors” under Part II, Item 1A, below. In this discussion, we use certain financial measures that are considered non-GAAP financial measures under Securities and Exchange Commission rules. These rules require supplemental explanation and reconciliation, which is included elsewhere in this Quarterly Report on Form 10-Q. Investors should not consider non-GAAP financial measures in isolation from or in substitution for financial information presented in compliance with U.S. generally accepted accounting principles (“GAAP”). In the below discussion, we use the term basis points to refer to units of one-hundredth of one percent.
Unless otherwise indicated, all information in this Quarterly Report on Form 10-Q gives effect to a 1-for-12 reverse stock split of our Class A common stock that became effective on June 7, 2023, and all references to historical share and per share amounts give effect to the reverse stock split.
Overview
Blue Apron’s vision is Better Living Through Better Food™. Founded in 2012, we are on a mission to spark discovery, connection, and joy through cooking. We offer fresh, chef-designed recipes that empower our customers to embrace their culinary curiosity and challenge their abilities to see what a difference cooking quality food can make in their lives.
Our core product is the meal experience we help our customers create. These experiences extend from discovering new recipes, ingredients, and cooking techniques to preparing meals with families and loved ones to sharing photos and stories of culinary triumphs. Central to these experiences are the original recipes we design with fresh, seasonally-inspired produce and high-quality ingredients sent to our customers.
Central to our operations, we have developed an integrated network that employs technology and expertise across many disciplines. Our supply-demand coordination activities – demand planning, recipe creation, procurement, recipe merchandising, customer service, and marketing – drive our end-to-end value chain.
We currently offer our customers four weekly meal plans—a Two-Serving Signature Plan, a Two-Serving Vegetarian Plan, a Two-Serving Wellness Plan, and a Four-Serving Signature Plan. In addition, each week, customers can add unlimited Add-ons recipes to each order, which includes breakfast, appetizers, side dishes, desserts, à la carte proteins, and/or Heat & Eat meals, which are microwaveable meals that are ready in minutes.
Historically, we also sold wine, through Blue Apron Wine, our direct-to-consumer wine delivery service (“Blue Apron Wine”). In October 2023, the Company announced its decision to wind down Blue Apron Wine, which the Company expects to complete in the fourth quarter of 2023. Through Blue Apron Market, our e-commerce market, we sell a curated selection of cooking tools, utensils, pantry items, and add-on products for different culinary occasions, which are tested in our test kitchen and recommended by our culinary team. Our products are available to purchase through our website, mobile app, and beginning in the second quarter of 2022, third-party sales platforms for our meal kit products.
Reverse Stock Split
Following our 2023 Annual Meeting of Stockholders on June 7, 2023, our board of directors (the “board of directors”) determined to effect a reverse stock split at a ratio of 1-for-12 and, on June 7, 2023, we effected a reverse stock split (the “Reverse Stock Split”) of our outstanding shares of Class A common stock, par value $0.0001 per share (the “Class A Common Stock”) at a ratio of 1-for-12 pursuant to a Certificate of Amendment to our Restated Certificate of
Incorporation, as amended, filed with the Secretary of State of the State of Delaware. The Reverse Stock Split was reflected on the NYSE, which was the exchange our Class A Common Stock was listed on at the time of the Reverse Stock Split, beginning with the opening of trading on June 8, 2023. Pursuant to the Reverse Stock Split, every 12 shares of our issued and outstanding Class A Common Stock were automatically converted into one issued and outstanding share of Class A Common Stock, without any change in the par value per share. No fractional shares were issued as a result of the Reverse Stock Split. Stockholders who would otherwise be entitled to a fractional share of Class A Common Stock were instead entitled to receive a cash payment in lieu of such fractional shares. The number of authorized shares of our Class A Common Stock under our Restated Certificate of Incorporation, as amended, remained unchanged at 1,500,000,000. The Reverse Stock Split affected all issued and outstanding shares of our Class A Common Stock, and the respective numbers of shares of Class A Common Stock underlying our outstanding stock options, outstanding restricted stock units, outstanding performance stock units, outstanding warrants and the Company’s equity incentive plans were proportionately adjusted.
Voluntary Transfer of Stock Listing to Nasdaq
On September 22, 2023, we voluntarily transferred our stock exchange listing to the Nasdaq Stock Market (“Nasdaq”) from the NYSE. Our Class A Common Stock began trading on Nasdaq on September 25, 2023.
Strategic Transactions
Pending Transaction with Wonder
On September 28, 2023, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Wonder Group, Inc., a Delaware corporation (“Wonder" or “Parent”), and Basil Merger Corporation, a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”). The Merger Agreement provides for our acquisition by Parent through a cash tender offer (the “Offer”) by Purchaser for all of our issued and outstanding shares of Class A Common Stock at a price of $13.00 per share of Common Stock, net to the stockholder in cash, without interest and less any applicable tax withholding (the “Offer Price”), which constitute all of the issued and outstanding Class A Common Stock, Class B common stock, par value $0.0001 per share, and Class C capital stock, par value per share $0.0001 (collectively, the “Common Stock”). Following the completion of the Offer, and subject to the terms and conditions of the Merger Agreement, Purchaser will merge with and into us (the “Merger”), with us surviving as a wholly-owned subsidiary of Parent, pursuant to the procedure provided for under Section 251(h) of the Delaware General Corporation Law (the “DGCL”), without any stockholder approvals. The Merger will be effected as soon as practicable following the time of acceptance for purchase by Purchaser of shares of Common Stock validly tendered (and not validly withdrawn) pursuant to the Offer (the “Acceptance Time”).
For additional information related to the Merger Agreement, refer to our Solicitation/Recommendation Statement on the Schedule 14D-9 filed by us on October 13, 2023 (as it may be further amended or supplemented from time to time, the “Schedule 14D-9”). Please also see “Item 1A. Risk Factors–- Risks Related to the Pending Transaction with Wonder” of this Quarterly Report on Form 10-Q.
FreshRealm Transaction
On June 9, 2023 (the “Closing Date”), we entered into definitive agreements with FreshRealm, Inc. (”FreshRealm”), pursuant to which, among other things, we sold our production and fulfillment operational infrastructure to FreshRealm, including, among other things, inventory equipment and related know-how, and transferred related personnel relating to our production and fulfillment operations (the “P&F Business”). Concurrently, we executed a 10-year production and fulfillment agreement (as amended from time to time, the “Production and Fulfillment Agreement”), pursuant to which FreshRealm became the exclusive supplier of our meal kits. We also subleased to FreshRealm our fulfillment facilities located in Linden, New Jersey and Richmond, California (the “Facilities” and such transactions, together with the related transactions contemplated thereby, the “FreshRealm Transaction”). On the Closing Date, we entered into an asset purchase agreement (the “Asset Purchase Agreement”) with FreshRealm, pursuant to which FreshRealm purchased certain of our assets relating to the P&F Business at the Facilities, including, among others, our meal kit inventory and consumable supplies, identified transferred contracts, furnishings and equipment at the Facilities, intellectual property, including certain know-how and the transfer of related personnel. We received an amount in cash equal to $28.5 million, less $3.5 million, which was paid to us in the form of a seller note (the “Seller Note”), less $1.4 million related to all vacation time, sick time and other paid time off accrued by certain personnel related to the P&F Business. We are eligible to receive up to an additional $4.0 million in cash consideration if we achieve certain financial and cost-savings milestones and are in compliance with the Transition Services Agreement (as defined above in Note 3 of the Consolidated Financial Statements), $3.0 million of which we expect to receive in the fourth quarter of 2023.
Under the Production and Fulfillment Agreement, we are also eligible to earn up to $17.5 million of volume-based rebates based on the volume of purchases of certain products, including new product launches, above specified target thresholds, as well as the achievement of certain financial targets by us during the term of the Production and Fulfillment Agreement.
Our consolidated financial statements and the results of operations have not materially changed as a result of the FreshRealm Transaction as we continue to sell our products, with the only change being that FreshRealm is now the exclusive supplier of our products.
See Note 3 to the accompanying consolidated financial statements included in this Quarterly Report on Form 10-Q for additional information about the Merger Agreement and FreshRealm Transaction.
Key Financial and Operating Metrics
We use the following key financial and operating metrics to evaluate our business and operations, measure our performance, identify trends affecting our business, project our future performance, and make strategic decisions. You should read the key financial and operating metrics in conjunction with the following discussion of our results of operations and financial condition together with our consolidated financial statements and the related notes and other financial information included elsewhere in this Quarterly Report on Form 10-Q.
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended
September 30, | | Nine Months Ended
September 30, |
| 2023 | | 2022 | | 2023 | | 2022 |
| (In thousands) |
| Net revenue | $ | 98,799 | | $ | 109,665 | | $ | 318,108 | | $ | 351,653 |
| Net income (loss) | $ | (10,289) | | | $ | (25,949) | | | $ | (89,255) | | | $ | (87,949) | |
| Adjusted EBITDA | $ | (4,080) | | | $ | (18,132) | | | $ | (15,388) | | | $ | (65,744) | |
| Net cash from (used in) operating activities | $ | (1,786) | | | $ | (20,809) | | | $ | (16,462) | | | $ | (67,981) | |
| Free cash flow | $ | (2,760) | | | $ | (22,807) | | | $ | (19,668) | | | $ | (72,964) | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended |
| September 30,
2023 | | June 30,
2023 | | March 31,
2023 | | December 31,
2022 | | September 30,
2022 |
Orders (in thousands) | 1,236 | | | 1,403 | | | 1,608 | | | 1,460 | | | 1,548 | |
Customers (in thousands) | 238 | | | 267 | | | 326 | | | 298 | | | 323 | |
| Average Order Value | $ | 79.66 | | | $ | 75.66 | | | $ | 70.27 | | | $ | 73.15 | | | $ | 70.83 | |
| Orders per Customer | 5.2 | | | 5.3 | | | 4.9 | | | 4.9 | | | 4.8 | |
| Average Revenue per Customer | $ | 413 | | | $ | 397 | | | $ | 346 | | | $ | 358 | | | $ | 340 | |
Orders
We define Orders as the number of paid orders by our Customers across our meal, wine, and market products sold on our e-commerce platforms and, beginning in the second quarter of 2022, through third-party sales platforms in any reporting period, inclusive of orders that may have eventually been refunded or credited to customers. Orders, together with Average Order Value, is an indicator of the net revenue we expect to recognize in a given period. We view Orders delivered as a key indicator of our scale and financial performance, however Orders has limitations as a financial and operating metric as it does not reflect the product mix chosen by our Customers or the purchasing behavior of our customers. Because of these and other limitations, we consider, and you should consider, Orders in conjunction with our other metrics, including net revenue, net income (loss), adjusted EBITDA, net cash from (used in) operating activities, free cash flow, Average Order Value, and Orders per Customer.
Customers
We determine our number of Customers by counting the total number of individual customers who have paid for at least one Order from Blue Apron across our meal, wine, or market products sold on our e-commerce platforms and, beginning in the second quarter of 2022, through third-party sales platforms in a given reporting period. For example, the
number of Customers in the three months ended September 30, 2023 was determined based on the total number of individual customers who paid for at least one Order across our meal, wine, or market products in the quarter ended September 30, 2023, including sales made on third-party sales platforms. We view the number of Customers as a key indicator of our scale and financial performance, however Customers has limitations as a financial and operating metric as it does not reflect the product mix chosen by our customers, Order frequency, or the purchasing behavior of our Customers. Because of these and other limitations, we consider, and you should consider, Customers in conjunction with our other metrics, including net revenue, net income (loss), adjusted EBITDA, net cash from (used in) operating activities, free cash flow, Orders per Customer, and Average Revenue per Customer.
Average Order Value
We define Average Order Value as our net revenue from our meal, wine, and market products sold on our e-commerce platforms and, beginning in the second quarter of 2022, through third-party sales platforms, in a given reporting period divided by the number of Orders in that period. We view Average Order Value as a key indicator of the mix of our product offerings chosen by our customers, the mix of promotional discounts, and the purchasing behavior of our customers.
Orders per Customer
We define Orders per Customer as the number of Orders in a given reporting period divided by the number of Customers in that period. We view Orders per Customer as a key indicator of our customers’ purchasing patterns, including their repeat purchase behavior.
Average Revenue per Customer
We define Average Revenue per Customer as our net revenue from our meal, wine, and market products sold on our e-commerce platforms and, beginning in the second quarter of 2022, through third-party sales platforms in a given reporting period divided by the number of Customers in that period. We view Average Revenue per Customer as a key indicator of our customers’ purchasing patterns, including their repeat purchase behavior.
Adjusted EBITDA
Adjusted EBITDA is a non-GAAP financial measure defined by us as net income (loss) before interest income (expense), net, other operating expense, gain (loss) on extinguishment of debt, gain (loss) on transaction, other income (expense), net, benefit (provision) for income taxes, depreciation and amortization, and share-based compensation expense. We have presented adjusted EBITDA in this Quarterly Report on Form 10-Q because it is a key measure used by our management and board of directors to understand and evaluate our operating performance, generate future operating plans, and make strategic decisions regarding the allocation of capital. In particular, we believe that the exclusion of certain items in calculating adjusted EBITDA can produce a useful measure for period-to-period comparisons of our business. Accordingly, we believe that adjusted EBITDA provides useful information in understanding and evaluating our operating results. Please see “Non-GAAP Financial Measures” for a discussion of the use of non-GAAP financial measures and for a reconciliation of adjusted EBITDA to net income (loss), the most directly comparable measure calculated in accordance with GAAP.
Free Cash Flow
Free cash flow is a non-GAAP financial measure defined by us as net cash from (used in) operating activities less purchases of property and equipment. We have presented free cash flow in this Quarterly Report on Form 10-Q because it is used by our management and board of directors as an indicator of the amount of cash we generate or use and to evaluate our ability to satisfy current and future obligations and to fund future business opportunities. Accordingly, we believe that free cash flow provides useful information to investors and others in understanding and evaluating our operating results, enhancing the overall understanding of our ability to satisfy our financial obligations and pursue business opportunities, and allowing for greater transparency with respect to a key financial metric used by our management in their financial and operational decision-making. Free cash flow is not a measure of cash available for discretionary expenditures since we have certain non-discretionary obligations such as debt repayments or finance lease obligations that are not deducted from the measure. Additionally, other companies, including companies in our industry, may calculate free cash flow differently, which reduces its usefulness as a comparative measure. Please see “Non-GAAP Financial Measures” for a discussion of the use of non-GAAP financial measures and for a reconciliation of free cash flow to net cash from (used in) operating activities, the most directly comparable measure calculated in accordance with GAAP.
Components of Our Results of Operations
Net Revenue
We generate net revenue primarily from the sale of meals to customers through our Two‑Serving and Four-Serving Plans, as well as our Add-On, premium, customization, and other up-sell offerings. We also generate net revenue through sales of Blue Apron Wine, sales on Blue Apron Market, sales of meal kits on third-party sales platforms, and to a more limited extent, through enterprise bulk sales on an ad hoc basis. We generally derive substantially all of our net revenue from sales of our meal kit boxes through our direct-to-consumer platform. We deduct promotional discounts, actual customer credits and refunds as well as customer credits and refunds expected to be issued to determine net revenue. Customers who receive a damaged meal or wine order or are dissatisfied with a meal or wine order and contact us within seven days of receipt of the order may receive a full or partial refund, full or partial credit against future purchase, or replacement, at our sole discretion. Credits only remain available for customers who maintain a valid account with us. Customers who return an unused, undamaged Blue Apron Market product within 30 days of receipt receive a full refund.
Our business is seasonal in nature and, as a result, our revenue and expenses and associated revenue trends fluctuate from quarter to quarter. We anticipate that the first quarter of each year will generally represent our strongest quarter in terms of customer engagement. Conversely, during the summer months and the end of year holidays, when people are vacationing more often or have less predictable weekly routines, we generally anticipate lower customer engagement. However, seasonal trends may be masked and impacted by marketing investments. We also anticipate that our net revenue will be impacted by the execution of strategic priorities, including our ability to develop and execute product expansion initiatives, pricing updates, as well as the timing and extent of the sale and issuance of gift cards and the associated revenue upon the redemption of those gift cards, which generally occurs within one year of gift card issuance. Net revenue will also be impacted by gift card breakage revenue, which is our estimate of the portion of our gift card balance not expected to be redeemed. During 2022, we entered into various agreements and amendments to such agreements with related parties under which we ultimately agreed to issue $27.5 million (net of promotional discounts) of gift cards, which may result in higher levels of gift card breakage revenue and which may inflate net revenue or mask seasonal trends in future periods. As of the date of this Quarterly Report on Form 10-Q, $12.7 million of gift card proceeds from the related party have not been funded, and no gift cards have yet been issued against those amounts. See Note 16 to the accompanying consolidated financial statements in this Quarterly Report on Form 10-Q for further discussion.
In addition, our net revenue is impacted by our marketing strategies, including the timing and amount of paid advertising and promotional activity. As part of the execution of our strategic priorities, we significantly increased marketing expenses toward the end of the fourth quarter of 2021 and throughout most of 2022. However, in December 2022, we announced that we were focused on driving towards profitability in the future and have significantly reduced marketing expenses in 2023, which is expected to negatively impact customers and net revenue in 2023. Our ability to grow net revenue and increase marketing expenses in the future are dependent upon our ability to implement our operating plan on our planned timeline and the sufficiency of our cash resources.
Credit card charges are recorded in deferred revenue until the criteria for revenue recognition have been met. Because we generally charge credit cards in advance of shipment and, historically, customers have most frequently requested delivery of their meals earlier in the week, our deferred revenue balance at the end of a financial reporting period may fluctuate significantly based on the day of the week on which that period ends. Consequently, large changes in deferred revenue at any particular time are not meaningful indicators of our financial results or future net revenue trends.
Cost of Goods Sold, excluding Depreciation and Amortization
Cost of goods sold, excluding depreciation and amortization, consists of product and fulfillment costs. Product costs include the cost of food, packaging for food that is portioned prior to delivery to customers, labor and related personnel costs incurred to portion food for our meals, inbound shipping costs, and cost of products sold through Blue Apron Wine and Blue Apron Market. Fulfillment costs consist of costs incurred in the shipping and handling of inventory including the shipping costs to our customers, labor and related personnel costs related to receiving, inspecting, warehousing, picking inventory, and preparing customer orders for shipment, and the cost of packaging materials and shipping supplies. As noted above, our business is seasonal in nature and, as a result we anticipate that the third quarter of each year will generally reflect higher levels of cost of goods sold, excluding depreciation and amortization, due to higher packaging and shipping costs due to warmer temperatures.
As of June 9, 2023, the production and fulfillment of our meal-kits is exclusively supplied by FreshRealm. Pursuant to the Production and Fulfillment Agreement, until September 1, 2023, we paid FreshRealm a price for our meal kits equal to the actual cost to FreshRealm for the products and fulfillment services. Commencing on September 1, 2023,
we began paying FreshRealm a price equal to the sum of (A) the Recipe Ingredient Cost; (B) the NPI Product Price; (C) the Fulfillment Cost; (D) the EOL Quarterly Surcharge; and (E) the FR Margin (each as defined in the Production and Fulfillment Agreement and such fee, the “FreshRealm Margin Fee”).
Over time, we expect such expenses to decrease as a percentage of net revenue as we realize the benefits we expect to receive from the FreshRealm Transaction, including from FreshRealm's economies of scale and, if earned, as we recognize the up to $17.5 million of volume-based rebates under the Product and Fulfillment Agreement, which are discussed in more detail above.
Marketing
Our marketing expenses consist primarily of costs incurred to acquire new customers, retain existing customers, and build our brand awareness through various online and offline paid channels, including digital and social media, television, direct mail, radio and podcasts, email, brand activations, and certain variable and fixed payments to strategic brand partnerships. Also included in marketing expenses are the costs of orders through our customer referral program, in which certain existing customers may invite others to receive a complimentary meal kit, as well as costs paid to third parties to market our products. The cost of the customer referral program is based on our costs incurred for fulfilling a complimentary meal delivery, including product and fulfillment costs.
As part of the execution of our strategic priorities in prior periods, we increased marketing expenses toward the end of the fourth quarter of 2021 and throughout most of 2022. However, in December 2022, we determined to significantly reduce marketing expenditures in 2023, and we expect marketing expenses to decrease meaningfully, both in absolute dollars and as a percentage of net revenue in 2023 compared to 2022, as we prioritize profitability and marketing efficiency. Our ability to increase marketing expenses in the future is dependent upon the sufficiency of our cash resources, including our ability to, if our proposed acquisition by Wonder does not close, (i) earn up to $4.0 million in additional cash consideration under the asset purchase agreement we entered into with FreshRealm in connection with the FreshRealm Transaction, $3.0 million of which we expect to receive in the fourth quarter of 2023, (ii) realize the benefit of the full $3.5 million promissory note issued in connection with the FreshRealm Transaction, and (iii) achieve the up to $17.5 million of volume-based rebates under the production and fulfillment agreement we entered into with FreshRealm, (b) the ability of FreshRealm to cost effectively price the production and fulfillment of our meal kits and other products, or (c) our ability, if we are unable to successfully implement our operating strategy, to recognize the benefits of our identified expense reductions, including our recent headcount reductions, or raise additional capital or funding, including through (i) our February 2023 ATM (as defined below) or otherwise, (ii) receiving all or a sufficient portion of the remaining $68.2 million due to us in connection with the $56.5 million private placement (of which $1.0 million has been received) and the $12.7 million gift card transaction with certain affiliates of Joseph N. Sanberg, or (iii) the disposition of some or all of the pledged securities securing the private placement obligation.
We anticipate that our marketing strategies, including the timing and extent of our marketing expenses, will be informed by the sufficiency of our cash resources, our strategic priorities, our ability to execute on our strategic priorities, the seasonal trends in our business, our marketing technology capabilities, and the competitive landscape of our market, and will fluctuate from quarter-to-quarter and have a significant impact on our quarterly results of operations. We also anticipate that our future marketing strategies and investments may continue to be impacted by macroeconomic and other factors.
Product, Technology, General and Administrative
Product, technology, general and administrative expenses (“PTGA”) consist of costs related to the development of our products and technology, general and administrative expenses, and overhead expenses, which include: payroll and related expenses for employees involved in the application, production, and maintenance of our platform and other technology infrastructure costs; payroll and related expenses for employees performing corporate and other managerial functions; facilities’ costs such as occupancy and rent costs for our corporate offices and fulfillment centers; professional fees; payment processing fees; the retirement of carbon offsets; and other general corporate and administrative costs.
On June 9, 2023, FreshRealm purchased certain assets of ours relating to our production and fulfillment operations conducted at the Facilities, including PTGA expenses related to the P&F Business. Under the Production and Fulfillment Agreement, we will incur an annual baseline PTGA fee, which represents operating overhead costs allocated to us by FreshRealm. Commencing on January 1, 2024 and continuing thereafter until the end of the term of the Production and Fulfillment Agreement, the annual baseline PTGA fee will be reduced by approximately $10.0 million, subject to annual adjustments in accordance with an inflationary index.
We expect these expenses to decrease in absolute dollars in 2023 compared to 2022, as we realize savings from the corporate workforce reductions announced in December 2022 and July 2023 and continue to streamline our cost structure.
Depreciation and Amortization
Depreciation and amortization consists of depreciation expense for our property and equipment and amortization expense for capitalized software development costs and previous finance leases.
Other operating expense
Other operating expense includes strategic transaction costs, severance-related expenses, and impairment losses on long-lived assets.
Gain (Loss) on Extinguishment of Debt
Gain (loss) on extinguishment of debt relates to the extinguishment gains or losses recorded upon the amendment of our previous financing arrangements.
Gain (Loss) on Transaction
Gain (loss) on transaction represents the loss on sale to FreshRealm of certain assets related to our production and fulfillment operations.
Interest Income (Expense), Net
Interest income (expense), net consists primarily of interest expense on our previous outstanding borrowings and finance leases.
Other Income (Expense), Net
Other income (expense), net consisted of the change in fair value of the Blue Torch warrant obligation upon remeasurement as of each reporting period, as well as the gain recorded upon its derecognition during the nine months ended September 30, 2022.
Benefit (Provision) for Income Taxes
Our benefit (provision) for income taxes and our effective tax rates are affected by permanent differences between GAAP and statutory tax laws, certain one-time items, and the impact of valuation allowances. Our tax provision results from state taxes in a jurisdiction in which net operating losses are not available to offset our tax obligation. We continue to maintain a valuation allowance for all of our deferred tax assets in federal and state tax jurisdictions, as we have concluded it is more likely than not the deferred tax assets will not be utilized.
Results of Operations
The following sets forth our consolidated statements of operations data for each of the periods indicated:
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended
September 30, | | Nine Months Ended
September 30, |
| 2023 | | 2022 | | 2023 | | 2022 |
| Net revenue | $ | 98,799 | | | $ | 109,665 | | | $ | 318,108 | | | $ | 351,653 | |
| Operating expenses: | | | | | | | |
| Cost of goods sold, excluding depreciation and amortization | 62,307 | | | 74,367 | | | 200,921 | | | 235,015 | |
| Marketing | 9,287 | | | 17,291 | | | 33,371 | | | 66,981 | |
| Product, technology, general and administrative | 32,100 | | | 37,646 | | | 102,265 | | | 120,785 | |
| Depreciation and amortization | 792 | | | 5,478 | | | 8,194 | | | 16,604 | |
| Other operating expense | 4,704 | | | — | | | 10,550 | | | — | |
| Total operating expenses | 109,190 | | | 134,782 | | | 355,301 | | | 439,385 | |
| Income (loss) from operations | (10,391) | | | (25,117) | | | (37,193) | | | (87,732) | |
| Gain (loss) on extinguishment of debt | — | | | — | | | (1,850) | | | 650 | |
| Gain (loss) on transaction | — | | | — | | | (48,554) | | | — | |
| Interest income (expense), net | 109 | | | (821) | | | (1,638) | | | (2,824) | |
| Other income (expense), net | — | | | — | | | — | | | 2,033 | |
| Income (loss) before income taxes | (10,282) | | | (25,938) | | | (89,235) | | | (87,873) | |
| Benefit (provision) for income taxes | (7) | | | (11) | | | (20) | | | (76) | |
| Net income (loss) | $ | (10,289) | | | $ | (25,949) | | | $ | (89,255) | | | $ | (87,949) | |
The following table sets forth our consolidated statements of operations data as a percentage of net revenue for each of the periods indicated:
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended
September 30, | | Nine Months Ended
September 30, |
| 2023 | | 2022 | | 2023 | | 2022 |
| Net revenue | 100.0 | % | | 100.0 | % | | 100.0 | % | | 100.0 | % |
| Operating expenses: | | | | | | | |
| Cost of goods sold, excluding depreciation and amortization | 63.1 | % | | 67.8 | % | | 63.2 | % | | 66.8 | % |
| Marketing | 9.4 | % | | 15.8 | % | | 10.5 | % | | 19.0 | % |
| Product, technology, general and administrative | 32.5 | % | | 34.3 | % | | 32.1 | % | | 34.3 | % |
| Depreciation and amortization | 0.8 | % | | 5.0 | % | | 2.6 | % | | 4.7 | % |
| Other operating expense | 4.8 | % | | — | % | | 3.3 | % | | — | % |
| Total operating expenses | 110.5 | % | | 122.9 | % | | 111.7 | % | | 124.9 | % |
| Income (loss) from operations | (10.5) | % | | (22.9) | % | | (11.7) | % | | (24.9) | % |
| Gain (loss) on extinguishment of debt | — | % | | — | % | | (0.6) | % | | 0.2 | % |
| Gain (loss) on transaction | — | % | | — | % | | (15.3) | % | | — | % |
| Interest income (expense), net | 0.1 | % | | (0.7) | % | | (0.5) | % | | (0.8) | % |
| Other income (expense), net | — | % | | — | % | | — | % | | 0.6 | % |
| Income (loss) before income taxes | (10.4) | % | | (23.7) | % | | (28.1) | % | | (25.0) | % |
| Benefit (provision) for income taxes | — | % | | — | % | | — | % | | — | % |
| Net income (loss) | (10.4) | % | | (23.7) | % | | (28.1) | % | | (25.0) | % |
Three Months Ended September 30, 2023 Compared to Three Months Ended September 30, 2022
Net Revenue
| | | | | | | | | | | | | | | | | |
| Three Months Ended
September 30, | | % Change |
| 2023 | | 2022 | |
| (In thousands) | | |
| Net revenue | $ | 98,799 | | | $ | 109,665 | | | (10) | % |
Net revenue decreased by $10.9 million, or 10%, to $98.8 million for the three months ended September 30, 2023 from $109.7 million for the three months ended September 30, 2022. The decrease in net revenue was primarily due to decreases in Customers and Orders, driven by a deliberate reduction in marketing, partially offset by an increase in Average Order Value due to pricing increases and advances in product innovation and variety.
Operating Expenses
Cost of Goods Sold, excluding Depreciation and Amortization
| | | | | | | | | | | | | | | | | |
| Three Months Ended
September 30, | | % Change |
| 2023 | | 2022 | |
| (In thousands) | | |
| Cost of goods sold, excluding depreciation and amortization | $ | 62,307 | | | $ | 74,367 | | | (16) | % |
| % of net revenue | 63.1 | % | | 67.8 | % | | |
Cost of goods sold, excluding depreciation and amortization, decreased by $12.1 million, or 16%, to $62.3 million for the three months ended September 30, 2023 from $74.4 million for the three months ended September 30, 2022. The decrease was primarily due to the decrease in Orders. As a percentage of net revenue, cost of goods sold, excluding depreciation and amortization, decreased to 63.1% for the three months ended September 30, 2023 from 67.8% for the three months ended September 30, 2022. The decrease in cost of goods sold, excluding depreciation and amortization, as a percentage of net revenue, was primarily due to:
•a decrease of 360 basis points in product costs due to greater efficiencies in menu planning to offset inflationary pressures;
•a decrease of 190 basis points in fulfillment costs due to less express shipping and better truck utilization, resulting in shipping cost efficiencies; partially offset by
•an increase of 80 basis points related to the FreshRealm Margin Fee, which went into effect on September 1, 2023
In addition to the drivers described above, pricing increases in 2023 driving improved Average Order Value also contributed to the decrease in cost of goods sold, excluding depreciation and amortization, as a percentage of net revenue.
There was no material impact on cost of goods sold, excluding depreciation and amortization, as a result of the FreshRealm Transaction for the three months ended September 30, 2023 as the price to fulfill the orders were at cost for the first two months of the third quarter of 2023 and no material impact following the new price structure with FreshRealm, including the FreshRealm Margin Fee, which went into effect on September 1, 2023.
Marketing
| | | | | | | | | | | | | | | | | |
| Three Months Ended
September 30, | | % Change |
| 2023 | | 2022 | |
| (In thousands) | | |
| Marketing | $ | 9,287 | | | $ | 17,291 | | | (46) | % |
| % of net revenue | 9.4 | % | | 15.8 | % | | |
Marketing expenses decreased by $8.0 million, or 46%, to $9.3 million for the three months ended September 30, 2023 from $17.3 million for the three months ended September 30, 2022. The decrease was seen across online paid channels, offline paid channels, and our customer referral program. As a percentage of net revenue, marketing expenses decreased to 9.4% for the three months ended September 30, 2023 from 15.8% for the three months ended September 30, 2022. This decrease as a percentage of net revenue included decreases of 420 basis points in online paid channels, 200 basis points in offline paid channels, and 20 basis points in our customer referral program. The decrease in marketing expenses was primarily driven by our expense management and marketing efficiency initiatives.
Product, Technology, General and Administrative
| | | | | | | | | | | | | | | | | |
| Three Months Ended
September 30, | | % Change |
| 2023 | | 2022 | |
| (In thousands) | | |
| Product, technology, general and administrative | $ | 32,100 | | | $ | 37,646 | | | (15) | % |
| % of net revenue | 32.5 | % | | 34.3 | % | | |
Product, technology, general and administrative expenses decreased by $5.5 million, or 15%, to $32.1 million for the three months ended September 30, 2023 from $37.6 million for the three months ended September 30, 2022. This decrease was primarily driven by our expense management initiatives, including:
•a decrease of $9.5 million in personnel costs, primarily driven by a decrease in salaries, bonus expense and share-based compensation expense following the corporate headcount reductions in December 2022 and July 2023;
•a decrease of $7.5 million in facilities costs for our corporate offices and fulfillment centers, primarily driven by the transfer of certain costs associated with the P&F Business to FreshRealm following the FreshRealm Transaction; and
•a decrease of $3.9 million in corporate overhead and administrative costs, driven by a decrease in external consulting spend; partially offset by
•an increase of $15.4 million for the product, technology, general and administrative platform fee charged by FreshRealm.
As a percentage of net revenue, product, technology, general and administrative expenses decreased 180 basis points to 32.5% for the three months ended September 30, 2023 from 34.3% for the three months ended September 30, 2022, primarily due to our expense management initiatives.
Depreciation and Amortization
| | | | | | | | | | | | | | | | | |
| Three Months Ended
September 30, | | % Change |
| 2023 | | 2022 | |
| (In thousands) | | |
| Depreciation and amortization | $ | 792 | | | $ | 5,478 | | | (86) | % |
| % of net revenue | 0.8 | % | | 5.0 | % | | |
Depreciation and amortization decreased by $4.7 million, or 86%, to $0.8 million for the three months ended September 30, 2023 from $5.5 million for the three months ended September 30, 2022. This decrease was primarily due to the sale of certain property and equipment assets related to our production and fulfillment business to FreshRealm. As a percentage of net revenue, depreciation and amortization decreased to 0.8% for the three months ended September 30, 2023 from 5.0% for the three months ended September 30, 2022.
Other Operating Expense
Other operating expense for the three months ended September 30, 2023 and 2022 was $4.7 million and $0.0 million, respectively. Other operating expense during the three months ended September 30, 2023 includes $3.0 million of strategic transaction costs and $1.7 million of severance-related expenses associated with the corporate workforce reduction in July 2023.
Income (Loss) from Operations
| | | | | | | | | | | | | | | | | |
| Three Months Ended
September 30, | | % Change |
| 2023 | | 2022 | |
| (In thousands) | | |
| Income (loss) from operations | $ | (10,391) | | | $ | (25,117) | | | (59) | % |
| % of net revenue | (10.5) | % | | (22.9) | % | | |
Income (loss) from operations for the three months ended September 30, 2023 and 2022 was $(10.4) million and $(25.1) million, respectively. This change was primarily driven by a decrease in operating expenses of $(25.6) million, partially offset by a decrease in net revenue of $10.9 million. As a percentage of net revenue, income (loss) from operations was (10.5)% and (22.9)% for the three months ended September 30, 2023 and 2022, respectively. This change was primarily driven by decreases as a percentage of net revenue in marketing expenses, other operating expense, cost of goods sold, excluding depreciation and amortization, depreciation and amortization, and product, technology, general and administrative expenses, for the reasons set forth above.
Interest Income (Expense), Net
Interest income (expense), net for the three months ended September 30, 2023 and 2022 was $0.1 million and $(0.8) million, respectively. This change was primarily due to interest expense on our previously outstanding balances and finance leases, partially offset by interest income on our seller note receivable.
Benefit (Provision) for Income Taxes
The provision for income taxes recorded in the three months ended September 30, 2023 and 2022 reflects state income taxes in a jurisdiction for which net operating losses were not available to offset our tax obligation.
Nine Months Ended September 30, 2023 Compared to Nine Months Ended September 30, 2022
Net Revenue
| | | | | | | | | | | | | | | | | |
| Nine Months Ended
September 30, | | % Change |
| 2023 | | 2022 | |
| (In thousands) | | |
| Net revenue | $ | 318,108 | | | $ | 351,653 | | | (10) | % |
Net revenue decreased by $33.6 million, or 10%, to $318.1 million for the nine months ended September 30, 2023 from $351.7 million for the nine months ended September 30, 2022. The decrease in net revenue was primarily due to decreases in Customers and Orders, driven by a deliberate reduction in marketing, as well as due to the one-time $10.0 million of net revenue from the Feeding America bulk sale recognized during the nine months ended September 30, 2022, partially offset by an increase in Average Order Value due to pricing increases and advances in product innovation and variety.
Operating Expenses
Cost of Goods Sold, excluding Depreciation and Amortization
| | | | | | | | | | | | | | | | | |
| Nine Months Ended
September 30, | | % Change |
| 2023 | | 2022 | |
| (In thousands) | | |
| Cost of goods sold, excluding depreciation and amortization | $ | 200,921 | | | $ | 235,015 | | | (15) | % |
| % of net revenue | 63.2 | % | | 66.8 | % | | |
Cost of goods sold, excluding depreciation and amortization, decreased by $34.1 million, or (15)%, to $200.9 million for the nine months ended September 30, 2023 from $235.0 million for the nine months ended September 30, 2022. The decrease was primarily due to the decrease in Orders. As a percentage of net revenue, cost of goods sold, excluding depreciation and amortization, decreased to 63.2% for the nine months ended September 30, 2023 from 66.8% for the nine months ended September 30, 2022. The decrease in cost of goods sold, excluding depreciation and amortization, as a percentage of net revenue, was primarily due to:
•a decrease of 320 basis points in product costs due to greater efficiencies in menu planning to offset inflationary pressures;
•a decrease of 70 basis points in fulfillment costs due to increased productivity in the fulfillment centers and less express shipping and better truck utilization, resulting in shipping cost efficiencies; partially offset by
•an increase of 30 basis points related to the FreshRealm Margin Fee, which went into effect on September 1, 2023
In addition to the drivers described above, pricing increases in 2023 driving improved Average Order Value also contributed to the decrease in cost of goods sold, excluding depreciation and amortization, as a percentage of net revenue.
There was no material impact on cost of goods sold, excluding depreciation and amortization, as a result of the FreshRealm Transaction for the nine months ended September 30, 2023 as the price to fulfill the orders were at cost for the first two months of the third quarter of 2023 and no material impact following the new price structure with FreshRealm, including the FreshRealm Margin Fee, which went into effect on September 1, 2023.
Marketing
| | | | | | | | | | | | | | | | | |
| Nine Months Ended
September 30, | | % Change |
| 2023 | | 2022 | |
| (In thousands) | | |
| Marketing | $ | 33,371 | | | $ | 66,981 | | | (50) | % |
| % of net revenue | 10.5 | % | | 19.0 | % | | |
Marketing expenses decreased by $33.6 million, or 50%, to $33.4 million for the nine months ended September 30, 2023 from $67.0 million for the nine months ended September 30, 2022. The decrease was seen across online paid channels, offline paid channels, and our customer referral program. As a percentage of net revenue, marketing expenses decreased to 10.5% for the nine months ended September 30, 2023 from 19.0% for the nine months ended September 30, 2022. This decrease as a percentage of net revenue included decreases of 580 basis points in online paid channels, 250 basis points in offline paid channels, and 20 basis points in our customer referral program. The decrease in marketing expenses was primarily driven by our expense management and marketing efficiency initiatives.
Product, Technology, General and Administrative
| | | | | | | | | | | | | | | | | |
| Nine Months Ended
September 30, | | % Change |
| 2023 | | 2022 | |
| (In thousands) | | |
| Product, technology, general and administrative | $ | 102,265 | | | $ | 120,785 | | | (15) | % |
| % of net revenue | 32.1 | % | | 34.3 | % | | |
Product, technology, general and administrative expenses decreased by $18.5 million, or 15%, to $102.3 million for the nine months ended September 30, 2023 from $120.8 million for the nine months ended September 30, 2022. This decrease was primarily driven by our expense management initiatives, including:
•a decrease of $17.0 million in personnel costs, primarily driven by a decrease in salaries, bonus expense and share-based compensation expense following the corporate headcount reductions in December 2022 and July 2023;
•a decrease of $12.9 million in facilities costs for our corporate offices and fulfillment centers, primarily driven by the transfer of certain production and fulfillment business costs to FreshRealm following the FreshRealm Transaction, as well as due to the $3.0 million retirement of carbon offsets during the nine months ended September 30, 2022, compared to the $0.2 million of carbon offsets retired during the nine months ended September 30, 2023;
•a decrease of $7.4 million in corporate overhead and administrative costs, driven by a decrease in external consulting spend; partially offset by
•an increase of $18.8 million for the product, technology, general and administrative platform fee charged by FreshRealm.
As a percentage of net revenue, product, technology, general and administrative expenses decreased 220 basis points to 32.1% for the nine months ended September 30, 2023 from 34.3% for the nine months ended September 30, 2022, primarily due to our expense management initiatives.
As we execute on the asset-light model, we further streamlined our business to better match our resources to this structure. In July 2023, we implemented a corporate workforce reduction. This reduction in corporate personnel resulted in a reduction of approximately 20% of our then total corporate workforce. These reductions are expected to drive additional annualized cost savings of approximately $7.0 million.
Depreciation and Amortization
| | | | | | | | | | | | | | | | | |
| Nine Months Ended
September 30, | | % Change |
| 2023 | | 2022 | |
| (In thousands) | | |
| Depreciation and amortization | $ | 8,194 | | | $ | 16,604 | | | (51) | % |
| % of net revenue | 2.6 | % | | 4.7 | % | | |
Depreciation and amortization decreased by $8.4 million, or 51%, to $8.2 million for the nine months ended September 30, 2023 from $16.6 million for the nine months ended September 30, 2022. This decrease was primarily due to the sale of certain property and equipment assets related to our production and fulfillment business to FreshRealm. As a percentage of net revenue, depreciation and amortization decreased to 2.6% for the nine months ended September 30, 2023 from 4.7% for the nine months ended September 30, 2022.
Other Operating Expense
Other operating expense for the nine months ended September 30, 2023 and 2022 was $10.5 million and $0.0 million, respectively. Other operating expense during the nine months ended September 30, 2023 includes $6.9 million of strategic transaction costs, $2.0 million of severance-related expenses primarily associated with the corporate workforce
reduction in July 2023, and $1.7 million of impairment losses on long-lived assets associated with the FreshRealm Transaction.
Income (Loss) from Operations
| | | | | | | | | | | | | | | | | |
| Nine Months Ended
September 30, | | % Change |
| 2023 | | 2022 | |
| (In thousands) | | |
| Income (loss) from operations | $ | (37,193) | | | $ | (87,732) | | | (58) | % |
| % of net revenue | (11.7) | % | | (24.9) | % | | |
Income (loss) from operations for the nine months ended September 30, 2023 and 2022 was $(37.2) million and $(87.7) million, respectively. This change was primarily driven by a decrease in operating expenses of $(84.1) million, partially offset by a decrease in net revenue of $33.6 million. As a percentage of net revenue, income (loss) from operations was (11.7)% and (24.9)% for the nine months ended September 30, 2023 and 2022, respectively. This change was primarily driven by decreases as a percentage of net revenue in marketing expenses, cost of goods sold, excluding depreciation and amortization, product, technology, general and administrative expenses, and depreciation and amortization, partially offset by an increase as a percentage of net revenue in other operating expense for the reasons set forth above.
Gain (Loss) on Extinguishment of Debt
Gain (loss) on extinguishment of debt for the nine months ended September 30, 2023 and 2022 was $(1.9) million and $0.7 million, respectively. This change was due to the extinguishment loss recorded upon the amendment of the note purchase agreement in March 2023, as compared to the extinguishment gain recorded upon the termination of the financing agreement in May 2022.
Gain (Loss) on Transaction
Gain (loss) on transaction for the nine months ended September 30, 2023 and 2022 was $48.6 million and $0.0 million, respectively, reflecting the loss on sale to FreshRealm of certain assets related to our production and fulfillment operations during the nine months ended September 30, 2023.
Interest Income (Expense), Net
Interest income (expense), net for the nine months ended September 30, 2023 and 2022 was $(1.6) million and $(2.8) million, respectively. This change was primarily due to decreased interest expense incurred on our previous outstanding borrowings and finance leases, partially offset by interest income on our seller note receivable.
Other Income (Expense), net
Other income (expense), net for the nine months ended September 30, 2023 and 2022 was $0.0 million and $2.0 million, respectively. This change consists of the change in fair value of the Blue Torch warrant obligation upon remeasurement, as well as the gain recorded upon its derecognition during the nine months ended September 30, 2022.
Benefit (Provision) for Income Taxes
The provision for income taxes recorded in the nine months ended September 30, 2023 and 2022 reflects state income taxes in a jurisdiction for which net operating losses were not available to offset our tax obligation.
Non-GAAP Financial Measures
To provide additional information regarding our financial results, we monitor and have presented within this Quarterly Report on Form 10-Q adjusted EBITDA and free cash flow, which are non-GAAP financial measures. These non-GAAP financial measures are not based on any standardized methodology prescribed by U.S. GAAP and are not necessarily comparable to similarly-titled measures presented by other companies.
We define adjusted EBITDA as net income (loss) before interest income (expense), net, other operating expense, gain (loss) on extinguishment of debt, other income (expense), net, benefit (provision) for income taxes, depreciation and
amortization, and share-based compensation expense. We have presented adjusted EBITDA in this Quarterly Report on Form 10-Q because it is a key measure used by our management and board of directors to understand and evaluate our operating performance, generate future operating plans, and make strategic decisions regarding the allocation of capital. In particular, we believe that the exclusion of certain items in calculating adjusted EBITDA can produce a useful measure for period-to-period comparisons of our business.
We use adjusted EBITDA to evaluate our operating performance and trends and make planning decisions. We believe adjusted EBITDA helps identify underlying trends in our business that could otherwise be masked by the effect of the items that we exclude. Accordingly, we believe that adjusted EBITDA provides useful information to investors and others in understanding and evaluating our operating results, enhancing the overall understanding of our past performance and future prospects, and allowing for greater transparency with respect to key financial metrics used by our management in its financial and operational decision-making.
Our adjusted EBITDA is not prepared in accordance with GAAP, and should not be considered in isolation of, or as an alternative to, measures prepared in accordance with GAAP. There are a number of limitations related to the use of adjusted EBITDA rather than net income (loss), which is the most directly comparable GAAP equivalent. Some of these limitations are:
•adjusted EBITDA excludes share-based compensation expense, as share-based compensation expense has recently been, and will continue to be for the foreseeable future, a significant recurring expense for our business and an important part of our compensation strategy;
•adjusted EBITDA excludes depreciation and amortization expense and, although these are non-cash expenses, the assets being depreciated may have to be replaced in the future;
•adjusted EBITDA excludes other operating expense, as other operating expense represents strategic transaction costs, severance-related expenses, and impairment losses on long-lived assets;
•adjusted EBITDA excludes gains and losses on extinguishments of debt, as these primarily represent non-cash accounting adjustments;
•adjusted EBITDA excludes loss on the FreshRealm Transaction, as this primarily represents a non-recurring non-cash accounting adjustment;
•adjusted EBITDA does not reflect interest expense, or the cash requirements necessary to service interest, which reduces cash available to us;
•adjusted EBITDA does not reflect other (income) expense, net as this represented changes in the fair value of the Blue Torch warrant obligation as of each reporting period, which were required to be settled either in cash, which would have harmed our liquidity, or our Class A Common Stock, which would have resulted in dilution to our stockholders;
•adjusted EBITDA does not reflect income tax payments that reduce cash available to us; and
•other companies, including companies in our industry, may calculate adjusted EBITDA differently, which reduces its usefulness as a comparative measure.
We define free cash flow as net cash from (used in) operating activities less purchases of property and equipment. We have presented free cash flow in this Quarterly Report on Form 10-Q because it is used by our management and board of directors as an indicator of the amount of cash we generate or use and to evaluate our ability to satisfy current and future obligations and to fund future business opportunities. Accordingly, we believe that free cash flow provides useful information to investors and others in understanding and evaluating our operating results, enhancing the overall understanding of our ability to satisfy our financial obligations and pursue business opportunities, and allowing for greater transparency with respect to a key financial metric used by our management in their financial and operational decision-making.
Our free cash flow is not prepared in accordance with GAAP, and should not be considered in isolation of, or as an alternative to, measures prepared in accordance with GAAP. There are a number of limitations related to the use of free
cash flow rather than net cash from (used in) operating activities, which is the most directly comparable GAAP equivalent. Some of these limitations are:
•free cash flow is not a measure of cash available for discretionary expenditures since we have certain non-discretionary obligations, such as debt repayments or finance lease obligations, that are not deducted from the measure; and
•other companies, including companies in our industry, may calculate free cash flow differently, which reduces its usefulness as a comparative measure.
Because of these limitations, we consider, and you should consider, adjusted EBITDA and free cash flow together with other financial information presented in accordance with GAAP.
The following tables present a reconciliation of these non-GAAP measures to the most directly comparable measure calculated in accordance with GAAP, for each of the periods presented:
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended
September 30, | | Nine Months Ended
September 30, |
| 2023 | | 2022 | | 2023 | | 2022 |
| (In thousands) |
| Reconciliation of net income (loss) to adjusted EBITDA | | | | | | | |
| Net income (loss) | $ | (10,289) | | | $ | (25,949) | | | $ | (89,255) | | | $ | (87,949) | |
| Share-based compensation | 815 | | | 1,507 | | | 3,061 | | | 5,384 | |
| Depreciation and amortization | 792 | | | 5,478 | | | 8,194 | | | 16,604 | |
| Other operating expense | 4,704 | | | — | | | $ | 10,550 | | | $ | — | |
| Loss (gain) on extinguishment of debt | — | | | — | | | 1,850 | | | (650) | |
| Loss (gain) on transaction | — | | | — | | | 48,554 | | | — | |
| Interest (income) expense, net | (109) | | | 821 | | | 1,638 | | | 2,824 | |
| Other (income) expense, net | — | | | — | | | — | | | (2,033) | |
| Provision (benefit) for income taxes | 7 | | | 11 | | | 20 | | | 76 | |
| Adjusted EBITDA | $ | (4,080) | | | $ | (18,132) | | | $ | (15,388) | | | $ | (65,744) | |
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended
September 30, | | Nine Months Ended
September 30, |
| 2023 | | 2022 | | 2023 | | 2022 |
| (In thousands) | | (In thousands) |
| Reconciliation of net cash from (used in) operating activities to free cash flow | | | | | | | |
| Net cash from (used in) operating activities | $ | (1,786) | | | $ | (20,809) | | | $ | (16,462) | | | $ | (67,981) | |
| Purchases of property and equipment | (974) | | | (1,998) | | | (3,206) | | | (4,983) | |
| Free cash flow | $ | (2,760) | | | $ | (22,807) | | | $ | (19,668) | | | $ | (72,964) | |
Liquidity and Capital Resources
The following table shows our cash and cash equivalents, accounts receivable, net, restricted cash, and working capital as of the dates indicated:
| | | | | | | | | | | |
| September 30,
2023 | | December 31,
2022 |
| (In thousands) |
| Cash and cash equivalents | $ | 27,232 | | | $ | 33,476 | |
| Accounts receivable, net | $ | 77 | | | $ | 556 | |
| Restricted cash included in Prepaid expenses and other assets | $ | — | | | $ | 111 | |
| Restricted cash included in Other noncurrent assets | $ | 1,141 | | | $ | 1,069 | |
| Working capital (1) | $ | (47,660) | | | $ | (33,283) | |
(1)We define working capital as the difference between our current assets (excluding cash and cash equivalents and the seller note receivable, net) and current liabilities.
Sources of Liquidity
As of September 30, 2023, our principal source of liquidity was cash and cash equivalents of $27.2 million. Our cash requirements are principally for working capital and capital expenditures to support our business, including investment in marketing to support the execution on our strategic priorities, investment in capitalized software costs to support business initiatives and ongoing product expansion, and investments in sustainability efforts. On February 10, 2023, we launched an “at-the-market” equity offering for sale from time to time of up to $70.0 million of Class A Common Stock (the “February 2023 ATM”), under which we had $65.8 million remaining to be issued as of September 30, 2023.
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 14) and the remaining $12.7 million owed under the Sponsorship Gift Cards Agreement (as defined in Note 16), both due from affiliates of Joseph N. Sanberg, an existing stockholder, remain unfunded. A Sanberg affiliate has granted us a security interest in equity shares of certain privately-held issuers as collateral for the RJB Purchase Agreement (the “Pledged Shares”), which we have the right to foreclose on and take ownership.
Because the Pledged Shares are shares of privately held companies, there is no public trading market for them. As a result, the value could be less than the remaining amount owed under the RJB Purchase Agreement, and, if we seek to foreclose upon the Pledged Shares to satisfy the obligation to pay, the proceeds of any private sale, to the extent any such private sale is permissible and effected subject to regulatory and contractual limitations that may apply, may be less than could be obtained from a sale in a public trading market, and may be less than the outstanding amount.
We filed a UCC-1 Financing Statement to perfect our security interests in the Pledged Shares. As with any perfection of a security interest through the filing of a UCC-1 Financing Statement, such perfection may be subject to perfection of other security interests held by other secured parties, if any, in the Pledged Shares, achieved by possession or control of the Pledged Shares and thus may be superior to the security interests granted to us. We have also perfected our security interest in the Pledged Shares through possession of certificated securities.
Known Liquidity Trends
We have a history of significant net losses, including $89.3 million and $87.9 million for each of the nine months ending September 30, 2023 and 2022, respectively, and operating cash flows of $(16.5) million and $(68.0) million for each of the nine months ending September 30, 2023 and 2022, respectively. Our current operating plan indicates we will continue to incur net losses and generate negative cash flows from operating activities for the next twelve months.
On June 9, 2023, we entered into definitive agreements with FreshRealm, pursuant to which, among other things, we sold our production and fulfillment operational infrastructure to FreshRealm, including, among other things, inventory, equipment and related know-how and transferred related personnel relating to our production and fulfillment operations. Concurrently, we executed the Production and Fulfillment Agreement, pursuant to which FreshRealm became the exclusive supplier of our meal kits. We also subleased to FreshRealm the Facilities. As consideration for the FreshRealm Transaction, on the Closing Date, we received approximately $23.6 million of net cash proceeds upfront and are eligible to receive up to $25.0 million of additional value primarily through a cash earnout if we have achieved certain financial and cost-savings milestones and future rebates that we can earn based on volume of purchases of certain products from
FreshRealm above specified threshold as well as the achievement of certain financial targets under the Production and Fulfillment Agreement. With a portion of the proceeds of the FreshRealm Transaction, we also repaid our then outstanding senior secured notes in full. See Note 3 to the Consolidated Financial Statements for further discussion regarding the FreshRealm Transaction.
With the completion of the FreshRealm Transaction, we have further streamlined our cost structure and reduced our negative operating cash flows. Our operating plans are focused on continuing to optimize our cost structure and growing our revenues in order to earn the volume-based rebates on future meal-kit volumes and new product initiatives as well as the Earnout (as defined in Note 3 to the Consolidated Financial Statements) and to thereby achieve profitability.
On September 28, 2023, we entered into the Merger Agreement with Wonder and Purchaser. The Merger Agreement provides for the acquisition of us by Parent through the Offer by Purchaser for all of our issued and outstanding shares of Class A Common Stock, which constitutes all of the Company’s issued and outstanding shares of Common Stock at the Offer Price. Following the completion of the Offer, and subject to the terms and conditions of the Merger Agreement, Purchaser will consummate the Merger, with us surviving as a wholly-owned subsidiary of Parent, pursuant to the procedure provided for under Section 251(h) of the DGCL, without any stockholder approvals. The Merger will be effected as soon as practicable following the Acceptance Time. See Note 3 to the Consolidated Financial Statements for further discussion regarding the Merger Agreement.
Our ability to continue as a going concern is dependent upon our ability to implement our operating plan on our anticipated timeline, as well as our ability to successfully consummate the Merger. Although we continue to pursue our plans, there can be no assurance that we will be successful in executing on our operating plan or that the Merger will be consummated in a timely manner, or at all.
Cash Flows
The following table presents the major components of net cash flows from and used in operating, investing, and financing activities for the periods indicated:
| | | | | | | | | | | |
| Nine Months Ended
September 30, |
| 2023 | | 2022 |
| (In thousands) |
| Net cash from (used in) operating activities | $ | (16,462) | | | (67,981) | |
| Net cash from (used in) investing activities | 20,523 | | | (4,817) | |
| Net cash from (used in) financing activities | (10,344) | | | 21,616 | |
| Net increase (decrease) in cash, cash equivalents, and restricted cash | (6,283) | | | (51,182) | |
| Cash, cash equivalents, and restricted cash–beginning of period | 34,656 | | | 83,597 | |
| Cash, cash equivalents, and restricted cash–end of period | $ | 28,373 | | | $ | 32,415 | |
Net Cash from (used in) Operating Activities
Net cash from (used in) operating activities consists of net income (loss) adjusted for primarily non-cash items and changes in operating assets and liabilities.
Net cash from (used in) operating activities for the nine months ended September 30, 2023 decreased by $51.5 million versus the nine months ended September 30, 2022, primarily driven by an increase of $44.4 million due to the impact of non-cash items as well as an increase from changes in working capital of $8.4 million, partially offset by a $1.3 million increase in net loss. The increase due to changes in working capital were primarily due to increases of:
•$16.7 million resulting from changes in accounts payable primarily driven by timing of cash management initiatives and improved payment terms; and
•$3.8 million resulting from changes in inventories primarily driven by the transfer of our inventory to FreshRealm.
These increases in working capital were partially offset by decreases in working capital due to:
•$13.9 million resulting from changes in deferred revenue, primarily due to our related party’s purchase of $9.0 million of unredeemed gift cards during the nine months ended September 2022.
Net Cash from (used in) Investing Activities
Net cash from (used in) investing activities primarily relates to capital expenditures to support our business initiatives and drive efficiency in fulfillment center operations and investment in software development.
For the nine months ended September 30, 2023, net cash from (used in) investing activities was $20.5 million and consisted primarily of $23.6 million of proceeds from the sale to FreshRealm of certain assets related to our production and fulfillment operations, partially offset by $(3.2) million for purchases of property and equipment, substantially all of which relates to capitalized software costs, to support business initiatives and ongoing product expansion.
In the future we expect to incur capital expenditures primarily related to capitalized software costs. As of September 30, 2023, our projected capital expenditures are expected to amount to approximately $2.0 million to $4.0 million in the aggregate over the next 12 months. The timing and amount of our projected expenditures is dependent upon a number of factors, including our ability to successfully implement our operating plan, and may vary significantly from our estimates.
For the nine months ended September 30, 2022, net cash from (used in) investing activities was $(4.8) million and consisted primarily of $(5.0) million for purchases of property and equipment, of which approximately $(3.3) million relates to capitalized software costs, to support business initiatives and ongoing product expansion, partially offset by $0.2 million of proceeds from the sales of fixed assets.
Net Cash from (used in) Financing Activities
Net cash from (used in) financing activities primarily relates to our debt and equity financing transactions.
For the nine months ended September 30, 2023, net cash from (used in) financing activities was $(10.3) million and consisted primarily of repayments of debt and payments of debt and equity issuance costs, partially offset by net proceeds relating to our “at-the-market” equity offerings
For the nine months ended September 30, 2022, net cash from (used in) financing activities was $21.6 million and consisted primarily of the net proceeds relating to our debt, equity, and warrant issuances, partially offset by repayments of debt and payments of debt and equity issuance costs.
Free Cash Flow
We define free cash flow as net cash from (used in) operating activities less purchases of property and equipment.
Our free cash flow was $(19.7) million and $(73.0) million for the nine months ended September 30, 2023 and 2022, respectively. For the nine months ended September 30, 2023, free cash flow consisted of $(16.5) million of net cash from (used in) operating activities and $(3.2) million for purchases of property and equipment, substantially all of which relates to capitalized software costs.
For the nine months ended September 30, 2022, free cash flow consisted of $(68.0) million of net cash from (used in) operating activities and $(5.0) million for purchases of property and equipment, of which approximately $(3.3) million relates to capitalized software costs.
Please see “Non-GAAP Financial Measures” for a discussion of the use of non-GAAP financial measures and for a reconciliation of free cash flow to net cash from (used in) operating activities, the most directly comparable measure calculated in accordance with GAAP.
Prior NYSE Deficiency
On December 21, 2022, we were notified by the NYSE that we were no longer in compliance with the NYSE’s continued listing standards set forth in Section 802.01B of the NYSE Listed Company Manual because our average global market capitalization over a consecutive 30 trading-day period was less than $50.0 million and, at the same time, our last reported stockholders’ equity was less than $50.0 million. As required by the NYSE, on January 6, 2023, we notified the NYSE of our intent to cure the deficiency and restore our compliance with the NYSE continued listing standards. In accordance with applicable NYSE procedures, on February 6, 2023, we submitted a plan advising the NYSE of the definitive actions we have taken and are taking, that would bring us into compliance with the NYSE continued listing standards within 18 months of receipt of the written notice. On February 28, 2023, the NYSE accepted the plan and our Class A Common Stock would continue to be listed and traded on the NYSE during the 18-month period from December
21, 2022, subject to our compliance with other NYSE continued listing standards and continued periodic review by the NYSE of our progress with respect to our plan. The notice had no immediate impact on the listing of our Class A Common Stock.
In addition, the notice further notified us that we no longer satisfied the continued listing compliance standard set forth Section 802.01C of the NYSE Listed Company Manual because the average closing price of our Class A Common Stock was less than $1.00 per share over a consecutive 30-day trading period. We completed a 1-for-12 reverse stock split of our Class A Common Stock on June 8, 2023. We regained compliance with the continued listing compliance standard set forth in Section 802.01C of the NYSE Listed Company Manual after the average closing price of our Class A Common Stock was above $1.00 per share over a consecutive 30-day trading period. On June 21, 2023, we received a letter from the NYSE notifying us that we had regained compliance with the continued listing compliance standard set forth in Section 802.01C of the NYSE Listed Company Manual.
Voluntary Transfer of Stock Listing to Nasdaq
On September 22, 2023, we voluntarily transferred our stock exchange listing to Nasdaq from the NYSE and our Class A Common Stock began trading on Nasdaq on September 25, 2023.
Contractual Obligations
In connection with the execution of the Asset Purchase Agreement as described and defined in Note 3 to the Consolidated Financial Statements in this Quarterly Report on Form 10-Q, we entered into sublease agreements with FreshRealm for our Richmond, California and Linden, New Jersey fulfillment centers. The sublease agreements entitle us to future sublease income of $10.8 million, of which $7.2 million is receivable in the next 12 months. Other than the borrowings disclosed above in the “Known Liquidity Trends” section and changes which occur in the normal course of business, as of September 30, 2023, there were no other significant changes to the contractual obligations reported in our Annual Report on Form 10-K for the year ended December 31, 2022.
Off-Balance Sheet Arrangements
As of September 30, 2023 and December 31, 2022, we did not have any off-balance sheet arrangements, except for letters of credit entered into in the normal course of business as discussed above.
Related Party Transactions
For information regarding related party transactions, see Note 16, Related Party Transactions, included in Part I, Item 1, Notes to Consolidated Financial Statements, in this Quarterly Report on Form 10-Q.
Critical Accounting Policies and Significant Estimates
In preparing our consolidated financial statements in accordance with GAAP, we are required to make estimates and assumptions that affect the amounts of assets, liabilities, revenue, costs and expenses, and disclosure of contingent assets and liabilities that 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, recoverability of long-lived assets, and the recognition and measurement of contingencies. Therefore, we consider these to be our critical accounting policies. Accordingly, we evaluate our estimates and assumptions on an ongoing basis. Our actual results may differ from these estimates and assumptions. See Note 2 to the consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2022 for a description of our other accounting policies and information about our critical accounting policies.
Recent Accounting Pronouncements
For information about recent accounting pronouncements, see Note 2, Summary of Significant Accounting Policies, included in Part I, Item 1, Notes to Consolidated Financial Statements, in this Quarterly Report on Form 10-Q.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
We are a “smaller reporting company,” as defined by Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and are not required to provide information under this item.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer and Interim Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures, as defined by Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of the end of the period covered by this Quarterly Report on Form 10-Q. As described below, we previously identified a material weakness in our internal control over financial reporting. Solely as a result of this material weakness, our Chief Executive Officer and Interim Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of September 30, 2023.
Remediation Efforts to Address Material Weakness
As reported in Part II, Item 9A. “Controls and Procedures” of our Annual Report on Form 10-K for the year ended December 31, 2022, we previously identified a material weakness in our information technology general controls and IT dependent controls related to revenue and inventory. Our manage and access information technology general controls over certain key IT systems were not designed and did not operate effectively. Specifically, user access recertifications were not complete and precise to validate permissions granted to the user/system account continue to be appropriate. As a result of these deficiencies, the related process-level IT dependent manual and automated application controls could not be relied upon. We have identified and implemented, and continue to implement, remediation efforts to improve the effectiveness of our internal controls over financial reporting and are in the process of remediating the material weakness. These remediation efforts are ongoing and include training on internal controls to key stakeholders within the IT process and enhancing user access review procedures to ensure completeness and precision around user access permission validations. The remediation actions that we are taking are subject to ongoing senior management overview, as well as oversight by the Audit Committee of our board of directors.
Notwithstanding the ineffective disclosure controls and procedures as a result of the identified material weakness that is currently being remediated, our Chief Executive Officer and Interim Chief Financial Officer have concluded that the consolidated financial statements included in this Quarterly Report on Form 10-Q present fairly, in all material respects, the Company's financial position, results of operations and cash flows in accordance with generally accepted accounting principles in the United States.
Changes in Internal Control Over Financial Reporting
Other than the remediation efforts described above, there has been no change in our internal control over financial reporting that occurred during the fiscal quarter ended September 30, 2023 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
PART II OTHER INFORMATION
Item 1. Legal Proceedings
We are a party to a class action lawsuit entitled Stevie A. Hayes v. Blue Apron, LLC (“Hayes”), that was filed in the California Superior Court in Contra Costa County under the California wage and hour laws on behalf of certain non-exempt employees in our former Richmond, California fulfillment center. The Hayes class action complaint was filed on June 21, 2023, and alleges that during the time we operated the Richmond, California fulfillment center, we failed to pay minimum wages and overtime, provide required meal and rest breaks, provide wages due upon separation from employment, provide accurate wage statements, to non-exempt employees in violation of California law. On September 11, 2023, Hayes filed an additional Private Attorneys General Act complaint seeking damages under California Labor Code section 2699, et seq., for identical allegations made in the Hayes class action complaint. On July 27, 2023, we removed
the Hayes class action complaint from the Contra Costa County state court to federal court in the Northern District of California based on the Class Action Fairness Act (“CAFA”). On August 11, 2023, Hayes filed a Motion for Remand, which we opposed. We are awaiting for the court to rule on the remand.
We are also a party to a second class action lawsuit entitled Cortez Mitchell v. Blue Apron, LLC (“Mitchell”), that was filed in the California Superior Court in Contra Costa County under the California wage and hour laws on behalf of certain non-exempt employees that worked for Blue Apron and directly or indirectly for staffing agencies in our former Richmond, California fulfillment center. The Mitchell class action complaint was filed on August 25, 2023, and alleges nearly identical claims as the Hayes class action complaint for failure to pay minimum wages and overtime, provide required meal and rest breaks, provide wages due upon separation from employment, and failure to provide accurate wage statements, to non-exempt employees in violation of California law. In addition, the Mitchell class action complaint alleges a new cause of action for a failure to reimburse certain necessary business expenses. On September 15, 2023, Mitchell filed an additional Private Attorneys General Act complaint seeking damages under California Labor Code section 2699, et seq., for similar allegations made in the Mitchell class action complaint, along with additional claims including but not limited to violations of sick leave, failure to pay vested vacation or paid time off, failure to provide a safe and healthful workplace, and unlawful agreements of criminal history inquiries. On October 6, 2023, we removed the Mitchell case from the Contra Costa County state court to federal court in the Northern District of California based on CAFA. Mitchell failed to file a Motion for Remand by the deadline of November 6, 2023 and, as a result, the Mitchell case will remain in federal court.
We are in the preliminary stages of reviewing the allegations made in the Hayes and Mitchell class action complaints and we believe that we have strong defenses and intend to vigorously defend against these lawsuits. As a result, we are currently unable to provide any assurances as to the ultimate outcome of these lawsuits or that an adverse resolution of these lawsuits would not have a material adverse effect on our consolidated financial position or results of operations.
On October 19, 2023, Damir Khamidullin, a purported stockholder of ours, filed a complaint with the United States District Court for the Southern District of New York, captioned Damir Khamidullin vs. Blue Apron Holdings, Inc., Jennifer Carr-Smith, Beverly K. Carmichael, Linda Findley, Brenda Freeman, Elizabeth Huebner, and Amit Shah, Case No. 1:23-cv-09213 (the “Khamidullin complaint”). On October 24, 2023, Steven Weiss, a purported stockholder of ours, filed a complaint with the United States District Court for the District of Delaware, captioned Steven Weiss v. Blue Apron Holdings, Inc., Jennifer Carr-Smith, Beverly K. Carmichael, Linda Findley, Brenda Freeman, Elizabeth Huebner, and Amit Shah, Case No. 1:23-cv-01208-UNA (the “Weiss complaint”). On October 25, 2023, Patrick Plumley, a purported stockholder of ours, filed a complaint with the United States District Court for the District of Delaware, captioned Patrick Plumley v. Blue Apron Holdings, Inc., Jennifer Carr-Smith, Beverly K. Carmichael, Linda Findley, Brenda Freeman, Elizabeth Huebner, and Amit Shah, Case No. 1:23-cv-01214-UNA (the “Plumley complaint” and collectively with the Khamidullin complaint and the Weiss complaint, the “complaints”).
The complaints name as defendants us and each member of our board of directors. The complaints allege, among other things, that the defendants violated Sections 14(d), 14(e), and 20(a) of the Exchange Act of 1934, as amended (the “Exchange Act”) and Rule 14d-9 promulgated thereunder by omitting and/or misrepresenting material facts related to the transaction from the Schedule 14D-9 filed by us on October 13, 2023 (as it may be further amended or supplemented from time to time, the “Schedule 14D-9”). The complaints seek, among other relief, (i) injunctive relief preventing the consummation of the Merger (as defined below), (ii) recission of the Merger Agreement (as defined below) or rescissory damages, (iii) other damages purportedly incurred on account of the alleged omissions or misstatements, and (iv) an award of plaintiff’s costs and disbursements of the action, including attorneys’ and expert fees and expenses. In addition, the Plumley complaint seeks a declaration that the defendants violated Section 14(a) and/or 20(a) of the Exchange Act.
We also received (a) one demand letter on October 17, 2023, sent on behalf of Matthew Whitfield (the “Whitfield demand”), a purported stockholder of ours; (b) one demand letter on October 18, 2023, sent on behalf of Richard Dabney (the “Dabney demand”), a purported stockholder of ours; (c) two demand letters on October 19, 2023 sent on behalf of
Jason Walton (the “Walton demand”) and Peter Salib (the “Salib demand”), respectively, and each a purported stockholder of ours; (d) three demand letters on October 20, 2023 sent on behalf of Jorg Raue (the “Raue demand”), Scott Goley (the “Goley demand”) and Brad Nwosu (the “Nwosu demand”), respectively, and each a purported stockholder of ours; (e) one demand letter on October 24, 2023 sent on behalf of Rita Brodt (the “Brodt demand”), a purported stockholder of ours; (f) two demand letters on October 25, 2023 sent on behalf of Jordan Wilson (the “Wilson demand”) and Jordan Rosenblatt (the “Rosenblatt demand”), respectively, and each a purported stockholder of ours; (g) two demand letters on October 26, 2023 sent on behalf of Alfred Yarkony (the “Yarkony demand”) and Eric Sabatini (the “Sabatini demand”), respectively, and each a purported stockholder of ours and (h) one demand letter on October 27, 2023 sent on behalf of Miriam Nathan (the “Nathan demand”), a purported stockholder of ours. Each of the Whitfield demand, the Dabney demand, the Walton Demand, the Salib demand, the Raue demand, the Goley demand, the Nwosu demand, the Brodt demand, the Wilson Demand, the Rosenblatt demand, the Yarkony demand, the Sabatini demand and the Nathan demand alleges omissions of material information with respect to the transaction from the Schedule 14D-9 filed by us and demands that we promptly provide stockholders with additional disclosure. In addition, each of the Salib demand and Nathan demand includes a draft complaint, which contains allegations and requests for relief substantially consistent with those set forth in the Complaints, and states an intention to file such complaint.
We also received one letter on October 26, 2023, sent on behalf of Richard Birnbaum (the “220 demand”), a purported stockholder of ours, seeking to inspect certain of our books and records related to the Transactions and related matters pursuant to Section 220 of the Delaware General Corporation Law (the “DGCL” and the aforementioned demands are collectively referred to herein as, the “demands”). The Company responded to the 220 demand on November 3, 2023. On November 8, 2023, Mr. Birnbaum filed a Section 220 action in the Court of Chancery of the State of Delaware, captioned Birnbaum v. Blue Apron Holdings, Inc., C.A. 2023-1132, together with a letter to the Court indicating that Mr. Birnbaum filed the action to preserve standing and does not seek to schedule proceedings at this time.
The outcome of the matters described above cannot be predicted with certainty. However, we believe that the allegations in the complaints and the demands are without merit. Additional demands may be made or complaints may be filed against us, our board of directors, Wonder and/or Purchaser in connection with the transactions contemplated by the Merger Agreement, the Schedule TO, together with the exhibits thereto, as it or they may be amended or supplemented from time to time, filed jointly by Wonder and Purchaser with the Securities and Exchange Commission (the “SEC”) on October 13, 2023, and the Schedule 14D-9. If such additional demands are made or complaints are filed, absent new or different allegations that are material, we, Wonder and/or Purchaser will not necessarily announce such additional demands or complaints. As a result, we are currently unable to provide any assurances as to the ultimate outcome of the foregoing legal proceedings or that an adverse resolution of the legal proceedings would not have a material adverse effect on our consolidated financial position or results of operations.
From time to time we may become involved in other 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, we currently believe that there are no ordinary course matters that will have a material adverse effect on our business, operating results, financial conditions, or cash flows. Regardless of the outcome, any such litigation and claims can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors.
Item 1A. Risk Factors
Investing in our Class A Common Stock (as defined below) involves a high degree of risk. Certain factors may have a material adverse effect on our business, financial condition, and results of operation. You should carefully consider the risks and uncertainties described below, together with all of the other information included in this Quarterly Report on Form 10-Q, including our consolidated financial statements and the related notes, and in our other filings with the SEC. Our business, financial condition, operating results, cash flow and prospects could be materially and adversely affected by any of these risks or uncertainties. In that case, the trading price of our Class A Common Stock could decline, and you may lose all or part of your investment.
Risks Related to the Pending Transaction with Wonder
We may not complete the pending transaction with Wonder within the timeframe we anticipate or at all, which could have an adverse effect on our business, financial results and/or operations.
On September 28, 2023, we entered into an Agreement and Plan of Merger (the “Merger Agreement”), with Wonder Group, Inc. ("Wonder” or “Parent”), and Basil Merger Corporation, a wholly owned subsidiary of Parent (“Purchaser”). The Merger Agreement provides for our acquisition by Parent through a cash tender offer (the “Offer”) by Purchaser for all
of our Class A Common Stock, par value $0.0001 per share (the “Class A Common Stock”), which constitutes all of the issued and outstanding shares of Class A Common Stock, our Class B common stock, par value $0.0001 per share (the “Class B Common Stock”) and our Class C capital stock, par value $0.0001 per share, collectively, the “Common Stock”), which constitute all of the issued and outstanding shares of our Common Stock, at a price of $13.00 per share of Common Stock, net to the stockholder in cash, without interest and less any applicable tax withholding (the “Offer Price”). The Offer will remain open for 20 business days, subject to extension under certain circumstances. The Merger Agreement provides that, among other things, following the consummation of the Offer, and subject to the satisfaction or waiver of the conditions to the Merger (as defined below), and in accordance with the DGCL, Purchaser will be merged with and into us (the “Merger”), and we will continue as the surviving corporation and a wholly owned subsidiary of Parent. Because the Merger will be governed by Section 251(h) of the DGCL, assuming the requirements of Section 251(h) of the DGCL are met, no stockholder vote by our stockholders will be required to consummate the Merger. We currently expect the Offer and the Merger to be completed in the fourth quarter of 2023.
If the Offer and the Merger are not completed within the expected timeframe or at all, we may be subject to a number of material risks in addition to the risks of continuing to operate our business. The price of our Class A Common Stock may decline to the extent that current market prices of our Class A Common Stock reflect a market assumption that the Merger will be completed on a timely basis. We could be required to pay Parent a termination fee of $3.1 million if the Merger Agreement is terminated under specific circumstances described in the Merger Agreement. The failure to complete the transaction also may result in negative publicity and negatively affect our relationship with our stockholders, employees, strategic partners, vendors and suppliers. We may also be required to devote significant time and resources to litigation related to any failure to complete the Merger or related to any enforcement proceeding commenced against us to perform our obligations under the Merger Agreement.
Our ability to complete the Merger is subject to certain closing conditions that could adversely affect us or cause the Merger to be abandoned.
The obligation of Parent and Purchaser to consummate the Offer is subject to customary closing conditions, including that, immediately prior to the expiration of the Offer, the number of shares of Common Stock validly tendered and not validly withdrawn (excluding shares tendered pursuant to guaranteed delivery procedures that have not yet been “received,” as such term is defined by Section 251(h)(6)(f) of the DGCL), together with any shares of Common Stock owned by Purchaser, Parent or any wholly-owned subsidiary of Parent, does not equal at least one share more than one-half of all shares of Common Stock then outstanding (the “Minimum Condition”). The Minimum Condition may not be waived by Purchaser without our prior written consent. In addition, the obligation of Purchaser to consummate the Offer is conditioned upon, among other things, (i) the accuracy of our representations and warranties contained in the Merger Agreement, subject to customary thresholds and exceptions, and (ii) our compliance with, and performance of, in all material respects, our covenants and agreements contained in the Merger Agreement. We cannot provide any assurance that the conditions to the consummation of the Merger will be satisfied or waived, or will not result in the abandonment or delay of the Merger. The failure to consummate the transactions contemplated by the Merger Agreement would adversely affect our business.
The pendency of the transaction with Parent and Purchaser could adversely affect our business, financial results and/or operations.
Our efforts to complete the transaction with Parent and Purchaser could cause substantial disruptions in, and create uncertainty surrounding, our business, which may materially adversely affect our business, financial results and/or operations. Uncertainty as to whether the Offer and the Merger will be completed may affect our ability to recruit prospective employees or to retain and motivate existing employees. Employee retention may be particularly challenging while the transaction is pending because employees may experience uncertainty about their roles following consummation of the Merger. A substantial amount of our management’s and employees’ attention is being directed toward the completion of the transaction and thus is being diverted from our day-to-day operations. Uncertainty as to our future could adversely affect our business and our relationship with strategic partners, vendors and suppliers. Changes to or termination of existing business relationships could adversely affect our results of operations and financial condition, as well as the market price of our Common Stock. The adverse effects of the pendency of the transaction could be exacerbated by any delays in completion of the transaction or termination of the Merger Agreement.
We are and may continue to be the target of securities class action and derivative lawsuits which could result in substantial costs and may delay or prevent the Merger from being completed.
Securities class action lawsuits and derivative lawsuits are often brought against public companies that have entered into merger agreements. To date, three putative stockholder class action lawsuits have been filed against us and our board of directors in connection with the transactions contemplated by the Merger Agreement and one Section 220 lawsuit seeking inspection of our books and records has been filed against the Company. We have also received 14 demand letters in connection with the transactions contemplated by the Merger Agreement. We and the other defendants believe the lawsuits and demand letters are without merit; however, the outcome of all litigation, including the matters described above, is uncertain and we may not be successful in defending against these claims or any other lawsuits brought against us even if they are without merit. Regardless of the outcome of any lawsuits brought against us, such lawsuits could delay or prevent the Merger, divert the attention of our management and employees from our day-to-day business, result in substantial costs and otherwise adversely affect us financially. A potential adverse judgment could result in monetary damages, which could have a negative impact on our liquidity and financial condition. Additionally, if a plaintiff is successful in obtaining an injunction prohibiting completion of the Merger, that injunction may delay or prevent the Merger from being completed, or from being completed within the expected timeframe, which may adversely affect our business, financial position and/or results of operations.
In certain instances, the Merger Agreement requires us to pay a termination fee to Parent, which could require us to use available cash that would have otherwise been available for general corporate purposes.
Under the terms of the Merger Agreement, we may be required to pay Parent a termination fee of $3.1 million if the Merger Agreement is terminated under specific circumstances described in the Merger Agreement, including, but not limited to, our entry into an agreement with respect to a superior proposal or a change in the recommendation of our board of directors. If the Merger Agreement is terminated under such circumstances, the termination fee we may be required to pay under the Merger Agreement may require us to use available cash that would have otherwise been available for general corporate purposes and other uses. Further, a failed transaction may result in negative publicity and a negative impression of us in the investment community. There can be no assurance that our business relationships or financial condition will not be materially adversely affected, as compared to our condition prior to the announcement of the transaction, if the transaction is not consummated. For these and other reasons, termination of the Merger Agreement could materially and adversely affect our business operations and financial condition, which in turn would materially and adversely affect the price of our Common Stock.
While the Merger Agreement is in effect, we are subject to restrictions on our business activities.
While the Merger Agreement is in effect, we are subject to restrictions on our business activities, generally requiring us to conduct our business in the ordinary course, consistent with past practice, and subjecting us to a variety of specified limitations absent Parent’s prior consent. These limitations include, among other things, restrictions on our ability to acquire other businesses and assets, dispose of our material assets, enter into, terminate or amend certain contracts, repurchase or issue securities, pay dividends, make capital expenditures, amend our organizational documents and incur indebtedness. These restrictions could prevent us from pursuing strategic business opportunities, taking actions with respect to our business that we may consider advantageous and responding effectively and/or timely to competitive pressures and industry developments, and may as a result materially and adversely affect our business, results of operations and financial condition.
We have incurred, and will continue to incur, direct and indirect costs as a result of the pending transaction with Parent.
We have incurred, and will continue to incur, significant costs and expenses, including fees for professional services and other transaction costs, in connection with the transactions contemplated by the Merger Agreement. We are obligated to pay these costs and expenses whether or not the transaction is completed. There are a number of factors beyond our control that could affect the total amount or the timing of these costs and expenses, any of which could materially and adversely affect our business, financial condition and/or results of operations.
The Merger Agreement limits our ability to pursue alternative transactions, which could deter a third party from proposing an alternative transaction.
The Merger Agreement contains provisions that, subject to certain exceptions, prohibit us from, directly or indirectly, (i) soliciting or initiating any inquiries or the making of any proposal or offer that constitutes, or would reasonably be expected to lead to, any Acquisition Proposal (as defined in the Merger Agreement); or (ii) entering into, continuing or otherwise participating in any discussions or negotiations regarding, or furnishing to any person any non-
public information for the purpose of encouraging or facilitating, any Acquisition Proposal. It is possible that these or other provisions in the Merger Agreement might discourage a potential competing acquirer that might have an interest in acquiring all or a significant part of the outstanding shares of our Common Stock from considering or proposing an acquisition or might result in a potential competing acquirer proposing to pay a lower per share price to acquire our Common Stock than it might otherwise have proposed to pay.
Certain of our directors and executive officers may have interests in the Merger that are or were different from, or in conflict with or in addition to, those of our stockholders generally.
Certain of our directors and executive officers have interests in the Merger that may differ from, or that are in addition, to their interests as stockholders of our company. Our board of directors was aware of these interests at the time it approved the Merger Agreement. These interests may cause our directors and officers to view the Merger differently from how our stockholders may view it.
Risks Related to Our Business and Industry
We are dependent on FreshRealm, Inc. (“FreshRealm”) as the exclusive supplier of our meal kits to manufacture and distribute our meal kits to our customers, pursuant to the production and fulfillment agreement dated June 9, 2023 between us and FreshRealm (the “Production and Fulfillment Agreement”). If our strategic partnership with FreshRealm is not successful, including if we do not achieve volume-based rebates during the term of the Production and Fulfillment Agreement or achieve certain milestones under that certain asset purchase agreement with FreshRealm (the “Asset Purchase Agreement”) or if there are changes to the quality of our products or changes to the fees charged to us for the production and fulfillment of our products, then our business could be materially adversely affected.
On June 9, 2023 (the ”Closing Date”), we entered into definitive agreements with FreshRealm, pursuant to which, among other things, we sold our production and fulfillment operational infrastructure to FreshRealm, including, among other things, equipment, inventory and know-how relating to our production and fulfillment operations and transferred related personnel that worked in our fulfillment operations; concurrently executed the Production and Fulfillment agreement, pursuant to which, for a ten-year term, FreshRealm became the exclusive supplier of our meal kits (such transactions, together with the related transactions contemplated thereby, the “FreshRealm Transaction”); and subleased to FreshRealm our fulfillment facilities located in Linden, New Jersey and Richmond, California (such fulfillment facilities, the “Facilities”). As a result, we no longer have the ability to directly produce our meal kits for our customers. Pursuant to the Production and Fulfillment agreement, we granted FreshRealm an exclusive right to produce and fulfill our meal kit products at any FreshRealm facility for sale to us, including certain individual meal recipe/SKUs that are comprised of prepped and unprepped ingredients, fresh and/or frozen meals and/or current or future food products that are similar to such products.
If our strategic partnership with FreshRealm does not succeed or is terminated, and we are unable to enter into alternative production and fulfillment agreements or other arrangements on commercially favorable terms, we may be unable to continue to operate our business. Further, any disruptions in FreshRealm’s ability to perform its obligations under the Production and Fulfillment agreement or its ability to cost-effectively produce and timely fulfill orders of our customers may have a material adverse effect on the delivery of meal-kits to our customers, which would negatively impact our financial condition and results of operations. Moreover, managing the strategic partnership with FreshRealm may divert our management’s time and resources, which could impair relationships with other vendors, customers and other strategic partners. The failure to successfully achieve any or all the benefits of our strategic partnership with FreshRealm may undermine our ability to successfully execute our strategy, and our business and financial condition may be harmed as a result.
To achieve up to $17.5 million of volume-based rebates during the term of the Production and Fulfillment agreement, if at all, we must reach specified thresholds, and achieve certain financial targets, based on the volume of purchases of certain products under the Production and Fulfillment agreement, and any failure to achieve such volume-based rebates could have a material adverse effect on our financial condition and results of operations.
Further, under the Asset Purchase Agreement, (i) $3.5 million of the $28.5 million purchase price was paid to us in the form of a promissory note, less any indemnifiable losses owed to FreshRealm pursuant to potential indemnification claims that could be made under the Asset Purchase Agreement, which note will mature and become payable to us on June 9 2024, and (ii) we are entitled to receive an aggregate of up to $4.0 million in additional cash consideration, including $3.0 million as a result of our achievement of certain financial and cost savings milestones and our compliance in all material respects with our obligations under the Transition Services Agreement (as defined above in Note 3 of the Consolidated
Financial Statements) with FreshRealm as of September 30, 2023, which we expect to receive in the fourth quarter of 2023, and $1.0 million if we have achieved the aforementioned financial and cost-savings milestones and also remain in compliance with our obligations under the Transition Services Agreement as of December 31, 2023. Failure to realize all or any portion of such contingent consideration, could have a material adverse effect on our financial condition and results of operation.
Further, we are dependent on FreshRealm’s ability to cost-effectively produce and fulfill our meal kits and other products and any unexpected costs would adversely impact our financial condition and results of operations. Under the Production and Fulfillment Agreement, FreshRealm has specified authority to set the prices we will be charged for the production and fulfillment of our products subject to the Production and Fulfillment Agreement, as well as specified approval rights relating to our existing and future products subject to the Production and Fulfillment Agreement. If FreshRealm increases prices and we are unable to adequately pass those price increases along to our customers in the form of higher prices for our products, or if FreshRealm requires us to make changes to our product offerings, our business would be adversely impacted. In addition, under the retail license agreement with FreshRealm (the “Retail License Agreement”), we have granted FreshRealm an exclusive license under certain of our trademarks and certain other specified intellectual property rights, in connection with the manufacture, packaging, marketing, promotion, sale and distribution of ready-to-heat, ready-to-cook and ready-to-eat meals, meal kits, and related food items and food products in the United States through specified sales channels other than specified direct-to-consumer channels, which could create additional competition for our products, dilute our brand, and harm our business.
Our consolidated financial statements contain a statement regarding a substantial doubt about our ability to continue as a going concern because if the Merger does not close, we may be unable to implement our operating plan on our anticipated timeline to meet our obligations within twelve months of the issuance date of this Quarterly Report on Form 10-Q.
Our ability to continue as a going concern requires us to have sufficient capital to fund our operations for the twelve months following the issuance of this Quarterly Report on Form 10-Q. As of September 30, 2023, following the closing of the FreshRealm Transaction and the repayment in full of our senior secured notes, we had $27.2 million in cash and cash equivalents and, based on our current operating plans and programs, if the Merger does not close, we will continue to depend upon (a) our ability to (i) earn up to $4.0 million in additional cash consideration under the Asset Purchase Agreement,, $3.0 million of which we expect to receive in the fourth quarter of 2023 (ii) realize the benefit of the full $3.5 million promissory note issued in connection with the FreshRealm Transaction, and (iii) achieve the up to $17.5 million of volume-based rebates under the Production and Fulfillment Agreement, (b) the ability of FreshRealm to cost effectively price the production and fulfillment of our meal kits and other products, or (c) our ability, if we are unable to successfully implement our operating strategy, to recognize the benefits of our identified expense reductions, including our recent headcount reductions, or raise additional capital or funding, including through (i) the February 2023 ATM (as defined below) or otherwise, or (ii) receiving all or a sufficient portion of the remaining $68.2 million due to us in connection with the $56.5 million private placement (of which $1.0 million has been paid) and the $12.7 million gift card transaction with certain affiliates of Joseph N. Sanberg, or (iii) the disposition of some or all of the pledged securities securing the private placement obligation. If Merger does not close, we may continue to pursue one or more financing opportunities and/or other strategic transactions although there is no assurance that we can close any such transaction.
If the Merger does not close, absent our ability to execute our operating plan on our anticipated timeline or raise additional debt or equity funding, our future cash and cash equivalents, together with cash generated from operations, may not be sufficient to allow us to fund our operations or any future growth, including to attract and retain customers. If such cash generation options are not available and such expense and operating adjustments cannot be executed or maintained, we may be unable to operate our business, develop new business or execute on our strategic plan, and our operating results would suffer. Additionally, any new debt financing may increase expenses, contain covenants that restrict the operation of our business, and will need to be repaid regardless of operating results. If the Merger does not close, additional equity financing, debt financing that is convertible into equity, or debt or equity financing in which we issue equity or derivative securities, including any shares of Class A Common Stock issuable in connection with the liquidity transactions (as defined below) and in connection with other financing transactions, business combinations or strategic transactions would result in dilution to our existing stockholders.
If the Merger does not close and if we are not able to execute our operating plan on our anticipated timeline and secure additional funding, we may be forced to make additional reductions in spending, extend payment terms with vendors, liquidate assets where possible, and/or suspend or curtail planned programs. In addition, under the terms of the subleases for the Facilities, FreshRealm has the ability to terminate such subleases if we continue to have substantial doubt
regarding our ability to continue as a going concern for the quarter ended September 30, 2024, which could have a material adverse effect on our business.
Any of these actions could materially harm our business, results of operations, and future prospects. In addition, if the Merger does not close, we could also be forced to commence a bankruptcy or take other defensive action, which would materially adversely affect our business, financial condition and operating results. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources.”
Furthermore, in connection with the second closing contemplated by that certain purchase agreement between us and RJB Partners, LLC (“RJB”), an affiliate of Joseph N. Sanberg, one of our existing stockholders, dated as of April 29, 2022, as amended in August 2022 and September 2022 (the “RJB Purchase Agreement”), we agreed to issue and sell to RJB, and RJB agreed to purchase from us 833,333 shares of Class A Common Stock (as adjusted for the reverse stock split) for an aggregate purchase price of $56.5 million (or $67.80 per share as adjusted for the reverse stock split) (such amount, the “outstanding obligated amount”) (such second closing, the “RJB Second Closing”). As of the date of the filing of this Quarterly Report on Form 10-Q, we have received $1.0 million of the outstanding obligated amount and we have not yet received the remaining $55.5 million from RJB, and the RJB Second Closing as contemplated by the RJB Purchase Agreement has not occurred. Additionally, as of the date of this Quarterly Report on Form 10-Q, while we have received $5.8 million of a gift card receivable, we have not received the remaining $12.7 million gift card receivable owed to us from an affiliate of Mr. Sanberg, pursuant to that certain gift card sponsorship agreement dated as of May 5, 2022 (as amended or modified, the “Sponsorship Gift Cards Agreement” and together with the RJB Second Closing, the “liquidity transactions”). Mr. Sanberg guaranteed (i) the payment of the outstanding obligated amount under the RJB Purchase Agreement and (ii) the payment of $12.7 million owed under the Sponsorship Gift Cards Agreement.
On November 6, 2022, we and an affiliate of Mr. Sanberg (the “pledgor”) entered into a guaranty and pledge agreement (the “pledge agreement”), pursuant to which the pledgor (i) agreed to guarantee the payment of RJB’s outstanding obligated amount and (ii) to secure its obligation to pay the outstanding obligated amount, granted us a security interest in pledgor’s interests in certain equity securities (the "pledged shares"), of certain privately-held issuers (the ”pledged entities”), including 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 (collectively, the “pledged collateral”). Because the outstanding obligated amount remained unpaid after November 30, 2022, we are permitted to exercise remedies in respect of the pledged shares. In particular, we have the right to foreclose on and take ownership of the pledged shares.
Because the pledged entities are privately-held companies, there is no public trading market for the pledged shares. As a result, the value of the pledged shares could be less than the outstanding obligated amount, and, if we seek to foreclose upon the pledged shares to satisfy pledgor’s obligation to pay the remaining outstanding obligated amount, the proceeds of any private sale of the pledged shares, to the extent any such private sale is permissible and effected subject to regulatory and contractual limitations that may apply, may be less than could have been obtained from a sale in a public trading market and may be less than the remaining outstanding obligated amount. If we are unable to execute our operating plan on our anticipated timeline, failure to receive any or all of the proceeds from the closing of the liquidity transactions, including the outstanding obligated amount, or a sale of the pledged shares may have a material adverse effect on our business. We are also evaluating other potential remedies against RJB and Mr. Sanberg, including litigation. Even if we were to prevail in a litigation, there is no assurance that we would be able to enforce a judgment in a timely manner or for an amount sufficient to cover RJB's and Mr. Sanberg’s obligations to us, if at all.
We have a history of losses, and we may be unable to achieve or sustain profitability.
We have experienced net losses in each year since our inception. In the three months ended September 30, 2023 and 2022, we incurred net losses of $10.3 million and $25.9 million, respectively. In December 2022, we identified multiple initiatives to both reduce expense and streamline decision-making and organization structure, including a plan for meaningful reduction on marketing and consulting expenses, including a reduction of approximately 10% of our total corporate workforce, inclusive of both then current and vacant roles, of up to an aggregate of approximately $50.0 million. In July 2023, we further executed our planned reduction in our corporate workforce of approximately 20% for an expected additional annualized cost savings of approximately $7.0 million.
Our marketing plans may prove more expensive than we anticipate, and we may not succeed in increasing our customer count, net revenue and margins sufficiently to offset these increased marketing expenses or at all, which, if the Merger does not close, may require us to further reduce certain expenditures that could impact our ability to maintain or increase our net revenue and margins in the future in the event the Merger does not close and we are able to raise sufficient
additional capital. Our decision to decrease marketing spending starting in December 2022 and throughout 2023 may have and may continue to have a negative impact our ability to continue to attract new and retain existing customers, enhance our technology and infrastructure, and expand our product offerings and we may not succeed in achieving margins sufficient to offset our expenses which may require us to further reduce certain expenditures or raise additional capital that could impact our ability to maintain or increase our net revenue and margins. Any future decrease in marketing spending may harm our ability to commercialize new products in sufficient quantities to realize the benefits of up to an aggregate $17.5 million of volume-based rebates under the Production and Fulfillment Agreement, which may impact our ability to achieve our goal of Adjusted EBITDA profitability.
We also expect to incur significant expenses under the Production and Fulfillment Agreement with FreshRealm, which may increase in the future as a result of a number of factors, including price setting by FreshRealm, inflation and higher ingredient, shipping and labor costs, which have, and could continue to have, a negative impact on margins. In addition, many of our expenses are fixed. Accordingly, we may not be able to achieve or maintain profitability, maintain efficient variable margins, and we may incur significant losses for the foreseeable future.
We may be unable to successfully execute our strategy. If we fail to cost-effectively acquire new customers or retain our existing customers or if we fail to derive profitable net revenue from our customers, our business would be materially adversely affected.
Our strategy, and our ability to operate profitably, depends largely on the success of our strategic partnership with FreshRealm and on our ability to cost-effectively acquire new customers, retain existing customers, and to keep customers engaged so that they continue to purchase products from us, including our higher value offerings. If we are unable to cost-effectively acquire new customers, retain our existing customers, or keep customers engaged, our business, financial condition and operating results would be materially adversely affected. For example, the number of our customers declined to approximately 238,000 in the three months ended September 30, 2023 from approximately 323,000 in the three months ended September 30 2022, and our net revenue declined to $98.8 million from $109.7 million in that same period. While we experienced an increase in demand starting in 2020 due, in part, to the impact the COVID-19 pandemic has had on consumer behaviors, we saw a decrease in demand in 2022 and 2021 compared to 2020 as more normal consumer behaviors patterns returned. In addition, if, like we did at times during the COVID-19 pandemic, FreshRealm faces significant disruptions in its supply chain, is unable to continue to operate one or more of its fulfillment centers or is unable to timely deliver orders to our customers, as a result of future surges of COVID-19 or otherwise, we may not be able to retain our customers or attract new customers. Further, to meet increased demand and eliminate complexity in our operations during 2020, we cut back on or delayed certain product offerings and we delayed the launch of other new product offerings that are part of our strategy, and if we need to cut back or delay certain product offerings in the future as a result of, supply chain issues, including those faced by FreshRealm, the pandemic or otherwise, there could be an adverse effect on our ability to retain or attract customers. For a more detailed discussion of the strategic transaction with FreshRealm, see the risk factor entitled, “We are dependent on FreshRealm, Inc. (“FreshRealm”) as the exclusive supplier of our meal kits, to manufacture and distribute our meal kits to our customers, pursuant to the production and fulfillment agreement dated June 9, 2023 between us and FreshRealm (the "Production and Fulfillment Agreement). If our strategic partnership with FreshRealm is not successful, including if we do not achieve volume-based rebates during the term of the Production and Fulfillment Agreement or achieve certain milestones under that certain purchase agreement with FreshRealm (the “Asset Purchase Agreement") or if there are changes to the quality of our products or changes to the fees charged to us for the production and fulfillment of our products, then our business could be adversely affected.”
We have historically spent significant amounts on advertising and other marketing activities, such as digital and social media, television, radio and podcasts, direct mail, and email, to acquire new customers, retain and engage existing customers, and promote our brand. While we have reduced our marketing expenditures from historic levels, in late 2019, during parts of 2020 and 2021, we increased marketing expenditures to more normal levels. For example, in the fourth quarter of 2021, using a portion of the proceeds from the November 2021 capital raise we significantly increased our marketing expenses. Furthermore, in December 2022, in connection with cost-savings actions, we announced that we were significantly reducing marketing expenses for 2023. If the Merger does not close, our ability to increase marketing expenses in the future is dependent upon our ability to (i) generate sufficient cash from operations, (ii) raise additional capital, whether through new financing sources or otherwise recover any of the funds owed to us under the liquidity transactions. or (iii) recognize the benefit of our cost saving initiatives. For the three months ended September 30, 2023 and 2022, our marketing expenses were $9.3 million and $17.3 million, respectively, representing approximately 9.4% and 15.8% of net revenue, respectively. If we are unable to deliver results from our marketing strategy, or otherwise effectively manage expenses and cash flows, we may further reduce spending to preserve cash, which may materially adversely impact net revenue and our ability to execute our strategy. For example, in late 2018, we significantly reduced marketing
expenditures as part of our efforts to deliberately prioritize operational stability which led to a sustained decrease in the number of customers and revenues in the years thereafter prior to the impact of the COVID-19 pandemic. We expect a reduction in customers and revenues in 2023 over 2022 as a result of the reduction in marketing expenditures in 2023, and we cannot assure you that we will not continue to see a decrease in customers and revenues in the future. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations –Liquidity and Capital Resources.”
In addition, we may not be able to (i) generate sufficient cash from operations, (ii) raise additional capital, whether through new financing sources or otherwise recover any of the funds owed to us under the liquidity transactions if the Merger does not close, or (iii) recognize the benefit of our cost saving initiatives, we may fail to identify or execute cost efficient marketing opportunities as we adjust our investments in marketing, including our ability to successfully make new marketing technology investments, or fail to fully understand or estimate the conditions, characteristics and behaviors that drive customer behavior. As we continue to refine our marketing strategy to strategically prioritize customer acquisition channels that we believe will be more successful at attracting high affinity customers, we may fail to identify channels that accomplish this objective or fail to understand or mitigate continuing and new negative effects of reducing our marketing expenses or of limiting our investment in historical marketing channels. Any of these failures may adversely impact our ability to attract or retain potential customers, including by making us less competitive relative to competitors. Additionally, our decision to strategically invest in new and existing customers who we believe have high potential to be valuable to the business may fail to properly identify such customers or retain customers who generate the value that we anticipate. In addition, the increased demand we saw as a result of the impact the COVID-19 pandemic had on consumer behaviors resulted in us, at times, temporarily reducing marketing spend for portions of 2020 in order to manage capacity. If any of our marketing activities prove less successful than anticipated in attracting new customers or retaining existing customers, we may not be able to recover our marketing spend, our cost to acquire new customers may increase, and our existing customers may reduce the frequency or size of their purchases from us. In addition, our third-party marketing partners may not provide adequate value for their services. Any of the foregoing events could materially adversely affect our business, financial condition and operating results.
Our net revenue in any period is essentially a function of our ability to attract and retain customers and the frequency and size of the orders placed by those customers. If customers do not perceive our product offerings to be of sufficient value and quality, or if we fail to offer new and relevant product offerings, we may not be able to attract or retain customers or engage existing customers so that they continue to purchase products from us. Many of our new customers originate from referrals from existing customers, and therefore we must ensure that our existing customers remain loyal to us in order to continue receiving those referrals. Our new customers typically evaluate whether our product offerings fit their lifestyles, tastes and preferences before deciding whether to continue purchasing our product offerings and, if so, the frequency at which they make purchases. While an increase in order frequency or size could potentially offset losses of customers and, similarly, an increase in the number of customers could potentially offset a reduction in the frequency or size of the orders placed by our customers, our continued failure to attract and retain customers would materially adversely affect our business, financial condition and operating results.
If we fail to effectively attain or manage any future net revenue growth, or if we fail to effectively manage costs, our business could be materially adversely affected.
Our net revenue increased from $460.6 million in 2020 to $470.4 million in 2021, and decreased to $458.5 million in 2022. In addition, as a result of our reduction in marketing expenditures starting in December 2022 as part of our cost cutting initiatives, our net revenue for the nine months ended September 30, 2023 decreased to $318.1 million from $351.7 million for the nine months ended September 30, 2022. The number of our full-time employees declined from 1,934 at December 31, 2020 to 1,795 at December 31, 2021 and to 1,541 at December 31, 2022. As of September 30, 2023, we had 160 full-time employees, which reflects the transfer of approximately 1,234 employees to FreshRealm in connection with the FreshRealm Transaction. Our ability to grow net revenue in the future is dependent upon our ability to (i) generate sufficient cash from operations, whether through our ability to launch new products and achieve the volume-based rebates under the Production and Fulfillment Agreement or receiving the additional contingent cash consideration from FreshRealm under the Asset Purchase Agreement or otherwise, (ii) raise additional capital, under the February 2023 ATM (as defined below), any new financing sources or otherwise recover any of the funds owed to us under the liquidity transactions, if the Merger does not close, or (iii) recognize the benefit of our cost saving initiatives. As such, the level of investment we are able to make in our marketing plan and any future plans for marketing investments will impact our net revenue. If our net revenues do not increase, if they continue to decline faster than we anticipate, if we do not effectively manage our costs, if we fail to recognize the benefits of past or any future price increases, or if we fail to accurately forecast net revenue to plan operating expenses, our business, financial condition and operating results would be materially
adversely affected. In addition, any future growth and expansion of our business and our product offerings will be dependent on FreshRealm’s ability to fulfill any such new product offerings, which may not be available in a cost-effective manner or at all. We are dependent on FreshRealm’s ability to manage relationships with various suppliers and other third parties, and expend time and effort to integrate new suppliers into fulfillment operations. If FreshRealm does not effectively manage costs or otherwise sets higher prices than we anticipate, including as a result of inflation, or if we are unable to realize the benefits of the non-marketing cost reductions we identified in December 2022 and July 2023, we may not be able to execute on our business plan, respond to competitive pressures, take advantage of market opportunities, satisfy customer requirements, or maintain high quality product offerings. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources.”
Changes in food costs and availability could materially adversely affect our business.
The success of our business depends in part on our and FreshRealm’s ability to anticipate and react to changes in food and supply costs and availability. Through our strategic partnership with FreshRealm, we are susceptible to increases in food costs as a result of factors beyond our, or FreshRealm’s, control, such as general economic conditions, inflation, market changes, increased competition, exchange rate fluctuations, seasonal fluctuations, shortages or interruptions, weather conditions, changes in global climates, global demand, food safety concerns, public health crises, such as pandemics and epidemics, generalized infectious diseases, changes in law or policy, wars, declines in fertile or arable lands, product recalls and government regulations. For example, any prolonged negative impact of inflationary periods, such as the current inflationary environment, on food, supply and logistics costs and availability could materially and adversely impact our business, financial condition and operating results. In addition, deflation in food prices could reduce the attractiveness of our product offerings relative to competing products and thus impede our ability to maintain or increase overall sales, while food inflation, particularly periods of rapid inflation, have and could continue to reduce our operating margins as there may be a lag between the time of the price increase and the time at which we are able to increase the price of our product offerings.
Any increase in the prices of the ingredients most critical to our recipes, or scarcity of such ingredients, such as vegetables, poultry, beef, pork and seafood, would be reflected in the price owed to FreshRealm for the products, pursuant to the Production and Fulfillment Agreement, and may adversely affect our operating results. Alternatively, in the event of cost increases or decrease of availability with respect to one or more of our key ingredients, we may choose to temporarily suspend including such ingredients in our recipes, rather than paying the increased cost for the ingredients. Any such changes to our available recipes or the inability to anticipate, react to or mitigate against cost fluctuations could materially adversely affect our business, financial condition and operating results.
If we fail to successfully improve our customer experience, including by successfully collaborating with and transitioning the production and fulfillment of our products to FreshRealm, continuing to develop new product offerings, improving upon and enhancing our existing product offerings, and strengthening our customers’ digital interactions with our brand and products through an enhanced technology infrastructure, including online and mobile, our ability to attract new customers and retain existing customers may be materially adversely affected.
Our customers have a wide variety of options for purchasing food, including traditional and online grocery stores and restaurants, and consumer tastes and preferences may change from time to time, including as they did in 2020 and parts of 2021 as a result of the COVID-19 pandemic and the resulting restrictions that were affected throughout most of the United States, which limited some of these options for consumers. Our ability to retain existing customers, attract new customers and increase customer engagement with us will depend in part on our ability to successfully improve our customer experience, including by being able to successfully collaborate with and transition the production of our products to FreshRealm to continue creating and introducing new product offerings, improving upon and enhancing our existing product offerings and strengthening our customers’ digital interactions with our brand and products through an enhanced technology infrastructure, including online and mobile. As a result, we may introduce significant changes to our existing product offerings, develop and introduce new and unproven product offerings, revise our customers’ digital experiences and/or offer our products through new distribution channels. If our new or enhanced product offerings are unsuccessful, including because they fail to generate sufficient net revenue or operating profit to justify our investments in them, or if we are unable to timely develop enhancements to our technology infrastructure, we may be unable to attract or retain customers, and our business and operating results could be materially adversely affected. Furthermore, new or shifting customer demands, tastes or interests, superior competitive offerings or a deterioration in our product quality or our ability to bring new or enhanced product offerings to market quickly and efficiently could negatively affect the attractiveness of our products and the economics of our business and require us to make substantial changes to and additional investments in our product offerings or business model. In addition, we frequently experiment with and test different product offerings and
marketing and pricing strategies, such as our implementation of a shipping charge on all subscription meal kit and wine orders in 2021 and our new meal and wine price increase implemented in the second quarter of 2022 and 2023, as well as our customers’ digital experiences, including by updating our online and mobile platforms. If these experiments, tests and updates are unsuccessful, or if the product offerings and strategies we introduce based on the results of such experiments, tests and updates do not perform as expected, our ability to retain existing customers, attract new customers, and increase customer engagement may be adversely affected.
Developing and launching new product offerings or enhancements to our existing product offerings involves significant risks and uncertainties, including our ability to successfully collaborate with FreshRealm on new product development, risks related to the reception of such new product offerings or enhancements by our existing and potential future customers, increases in operational complexity and our and FreshRealm’s ability to effectively execute such increases, unanticipated delays or challenges in implementing such offerings or enhancements, increased strain on our and FreshRealm’s operational and internal resources (including an impairment of our ability to accurately forecast demand and related supply), inability to adequately support new offerings or enhancements with sufficient technology and marketing investment and negative publicity in the event such new or enhanced product offerings are perceived to be unsuccessful. In addition, as a result of both the increased demand we saw as a result of the impact the COVID-19 pandemic had on consumer behaviors and due to pandemic-related labor shortages, in 2020 we delayed, and may in the future delay, launching certain new product offerings or cut back on certain weekly cycles in order to remove some operational complexities to meet demand levels, which may have an adverse effect on our ability to retain or attract new customers or our ability to achieve necessary levels of new products to achieve up to $17.5 million of volume-based rebates under the Production and Fulfillment Agreement.
Significant new initiatives have in the past resulted in operational challenges affecting our business and any new initiatives may in the future result in operational challenges to our and FreshRealm’s businesses that may impact our and their ability to execute new products in a manner that meets our quality standards or within the timeframe we anticipate in order to execute our strategy. Any of the foregoing risks and challenges could materially adversely affect our ability to attract and retain customers as well as our visibility into expected operating results, and could materially adversely affect our business, financial condition and operating results.
If FreshRealm does not successfully maintain, operate and optimize its fulfillment centers and logistics channels, and manage its ongoing real property and operational needs, our business, financial condition and operating results could be materially adversely affected.
If FreshRealm does not successfully maintain, operate and optimize its fulfillment centers, we may experience increased costs, problems in delivering product to our customers or other harm to our business. If FreshRealm experiences problems or delays in fulfilling orders, our customers may experience delays in receiving their meal deliveries, receive deficient orders and/or have their orders canceled, which could harm our reputation and our customer relationships and could materially adversely affect our business, financial condition and operating results. In addition, any disruption in, or the loss of operations at, one or more of FreshRealm’s fulfillment centers producing our meal kits, even on a short-term basis, whether as a result of pandemics or otherwise, could delay or postpone production of our products, which could materially adversely affect our business, financial condition and operating results.
Interruptions or failures in FreshRealm’s fulfillment services could delay or prevent the delivery of our products and adversely affect our ability to fulfill our customers’ orders. In addition, any disruption in the operation of FreshRealm’s fulfillment centers producing our meal kits, including due to factors such as earthquakes, extreme weather, fires, floods, public health crises, such as pandemics and epidemics, government-mandated closures, power losses, telecommunications failures, acts of war or terrorism, human errors and similar events or disruptions, could materially adversely affect our business, financial condition and operating results.
If we further expand our product offerings in the future, FreshRealm may be unable to effectively produce and fulfill our products. In addition, as we continue to execute our strategy, we may experience problems with FreshRealm fulfilling orders in a timely manner or in a manner our customers expect, or our customers may experience delays in receiving their purchases, which could harm our reputation and our relationships with our customers.
Our business depends on a strong and trusted brand, and any failure to maintain, protect or enhance our brand, including as a result of events outside our control, including from our strategic partnership with FreshRealm, could materially adversely affect our business.
We have developed a strong and trusted brand, and we believe our future success depends on our ability to maintain and grow the value of the Blue Apron brand. Maintaining, promoting and positioning our brand and reputation will depend on, among other factors, the success of our food safety, quality assurance, marketing and merchandising efforts and our ability to provide a consistent, high quality customer experience. Some factors are dependent on the ability of FreshRealm to achieve a consistent, high quality experience that our customers expect from our brand. Any negative publicity, regardless of its accuracy, could materially adversely affect our business. Brand value is based in large part on perceptions of subjective qualities, and any incident that erodes the loyalty of our customers or suppliers, including adverse publicity or a governmental investigation or litigation towards us or FreshRealm, could significantly reduce the value of our brand and significantly damage our business.
We believe that our customers hold us and our products to a high food safety standard. Therefore, real or perceived quality or food safety concerns or failures to comply with applicable food regulations and requirements, whether or not ultimately based on fact and whether or not involving us or FreshRealm (such as incidents involving our competitors), could cause negative publicity and lost confidence in our company, brand or products, which could in turn harm our reputation and sales, and could materially adversely affect our business, financial condition and operating results.
In addition, pursuant to the Retail License Agreement, we granted FreshRealm an exclusive license under certain of our trademarks and certain other specified intellectual property rights, in connection with the manufacturing, packaging, marketing, promotion, sale, and distribution of ready-to-heat, ready-to-cook and ready-to-eat meals, meal kits, and related food items and food products in the United States through specified sales channels other than specified direct-to-consumer channels. The Retail License Agreement requires FreshRealm to comply with our brand standards when using our trademarks among other requirements. However, if FreshRealm does not comply with our brand standards, including ingredient quality specifications for FreshRealm’s own products sold using our trademarks, our brand could be harmed which could have a material adverse effect on our financial condition and results of operations.
In addition, social media platforms and other forms of Internet-based communications provide individuals with access to broad audiences, and the availability of information on social media platforms is virtually immediate, as can be its impact. Many social media platforms immediately publish the content their participants post, often without filters or checks on accuracy of the content posted. Furthermore, other Internet-based or traditional media outlets may in turn reference or republish such social media content to an even broader audience. Information concerning us or FreshRealm, regardless of its accuracy, may be posted on such platforms at any time. Information posted may be adverse to our interests or may be inaccurate, each of which may materially harm our brand, reputation, performance, prospects and business, and such harm may be immediate and we may have little or no opportunity to respond or to seek redress or a correction.
The value of our brand also depends on effective customer support to provide a high-quality customer experience, which requires significant personnel expense. If not managed properly, this expense could impact our profitability. Failure to manage or train our own or outsourced customer support representatives properly, or our inability to hire and/or retain sufficient customer support representatives in sufficient numbers could result in lower-quality customer support and/or increased customer response times, compromising our ability to handle customer complaints effectively. For example, we have experienced labor shortages in the past and, if we experience any future labor shortages, we may have difficulty hiring and retaining customer support representatives, resulting in increased customer response times.
Environmental, social and governance ("ESG") matters may impact our business and reputation.
There has been increased focus, including by consumers, investors and other stakeholders, as well as by governmental and non-governmental organizations, on ESG matters and disclosure. Investor advocacy groups, investment funds, and influential investment funds are also increasingly focused on these matters, especially as they relate to environment, health and safety, diversity, labor conditions, and human rights. We have and plan to continue undertaking ESG initiatives. Any failure to meet our ESG commitments could negatively impact our business, financial condition and operating results. These impacts could be difficult and costly to overcome.
In addition, legal and regulatory requirements, as well as investor expectations, on corporate social responsibility practices and disclosure, are subject to change, can be unpredictable, and may be difficult and expensive for us to comply with, which could harm our reputation, revenue, business, financial conditions and results of operations. Further, our current ESG disclosures, and any standards we may set for ourselves or failure to meet these standards, may influence our reputation and value of our brand.
Third-party providers of corporate responsibility ratings and reports on companies have increased to meet growing investor demand for measurement of corporate responsibility performance, and the implementation of these tools can be costly both financially and in terms of human capital. In addition, standards and research regarding ESG initiatives could change and become more onerous for both for us and our third-party suppliers and vendors, including FreshRealm and its suppliers and vendors, to meet successfully. Evolving data and research could undermine our claims and beliefs that we have made in reliance on current research, which could also result in costs, a decrease in net revenue, and negative market perception that could have a material adverse effect on our business and financial condition.
Increased competition presents an ongoing threat to the success of our business.
We expect competition in food sales generally, and with companies providing food delivery in particular, to continue to increase. We compete with other meal kit, food and meal delivery companies, the supermarket industry, including online supermarket retailers, and a wide array of food retailers (including natural and organic, specialty, conventional, mass, discount and other food retail formats). We also compete with a wide array of casual dining and quick service restaurants and other food service businesses in the restaurant industry. In addition, we compete with food manufacturers, consumer packaged goods companies, and other food and ingredient producers, including FreshRealm, which, in addition to other food-related products, has the right to sell products under our trademarks into retail channels under the Retail License Agreement.
We believe that our ability to compete depends upon many factors both within and beyond our control, including:
•our cash resources and related marketing efforts;
•the flexibility and variety of our product offerings relative to our competitors, and our ability to timely launch new products;
•the quality and price of products offered by us and our competitors;
•our reputation and brand strength relative to our competitors;
•customer satisfaction;
•consumer tastes and preferences and trends in consumer spending, which have changed, and may continue to change, in response to macroeconomic factors, like inflation, the impact of pandemics or otherwise;
•the size and composition of our customer base;
•the convenience of the experience that we provide;
•the strength of FreshRealm’s food safety and quality program;
•our and FreshRealm’s ability to comply with, and manage the costs of complying with, laws and regulations applicable to our business; and
•FreshRealm’s ability to cost-effectively source and distribute the products we offer and to manage its operations.
Some of our current competitors have, and potential competitors may have, longer operating histories, larger or more efficient fulfillment infrastructures, greater technical capabilities, significantly greater financial, marketing and other resources and larger customer bases than we do. In addition, business combinations and consolidation in and across the industries in which we compete could further increase the competition we face and result in competitors with significantly greater resources and customer bases than us. Further, some of our other current or potential competitors may be smaller, less regulated, and have a greater ability to reposition their product offerings than companies that, like us, operate at a larger scale. These factors may allow our competitors to derive greater sales and profits from their existing customer base, acquire customers at lower costs, respond more quickly than we can to changes in consumer demand and tastes, or otherwise compete with us effectively, which may adversely affect our business, financial condition and operating results. These competitors may engage in more extensive research and development efforts, undertake more far-reaching marketing campaigns and adopt more aggressive pricing policies, which may allow them to build larger customer bases or generate additional sales more effectively than we do.
Our deliberate decision to reduce marketing expenses in 2023 may negatively impact our ability to compete which may have a material adverse impact on our ability to acquire or retain customers. In addition, as the COVID-19 pandemic’s impact on consumer behaviors has tapered, and consumers seek out other dining options or resume traveling, we have and may continue to see an increase in competition, which may be significant, and which could have an adverse effect on our business, financial condition and operating results.
Food safety and food-borne illness incidents or advertising or product mislabeling may materially adversely affect our business by exposing us to lawsuits, product recalls or regulatory enforcement actions, increasing our costs and reducing demand for our product offerings.
Selling food for human consumption involves inherent legal and other risks, and there is increasing governmental scrutiny of and public awareness regarding food safety. Unexpected side effects, illness, injury or death related to allergens, food borne illnesses or other food safety incidents (including food tampering or contamination) caused by products we sell, or involving companies that supply our ingredients and products, could result in the discontinuance of sales of these products or other supply chain disruption, such as FreshRealm’s relationships with ingredient suppliers, or otherwise result in increased operating costs or harm to our reputation. Shipment of adulterated products, even if inadvertent, can result in criminal or civil liability. Such incidents could also expose us to product liability, negligence or other lawsuits brought by consumers, consumer agencies or others. Any claims brought against us may exceed or be outside the scope of our existing or future insurance policy coverage or limits or ability to recover from other parties, including FreshRealm. Any judgment against us that is in excess of our insurance policy limits or not covered by our policies or not subject to insurance would have to be paid from our cash reserves, which would reduce our capital resources, which could impact our ability to execute our strategy. In addition, we have less direct control over the production and fulfillment of our meal kits as a result of the FreshRealm Transaction.
The occurrence of food borne illnesses or other food safety incidents could also adversely affect the price and availability of affected ingredients, resulting in higher costs, disruptions in supply and a reduction in our sales. Furthermore, any instances of food contamination, regardless of origin, could subject our products or ingredients to a food recall pursuant to the Food Safety Modernization Act of the United States Food and Drug Administration, or FDA, and comparable state laws. The risk of food contamination may be also heightened further due to changes in government funding or a government shutdown. Meat and poultry suppliers may operate only under inspection by the United States Department of Agriculture, or USDA. While USDA meat and poultry inspections are considered essential services, a government shutdown or lapse in funding may increase the risk that inspectors perform their duties inadequately, fail to report for work, or leave their positions without prompt replacement, potentially compromising food safety.
We have been in the past, and could be in the future, subject to food recalls. Food recalls could result in significant losses due to their costs, the destruction of product inventory, lost net revenues due to customer credits and refunds, lost future sales due to the unavailability of the product for a period of time and potential loss of existing customers and a potential negative impact on our ability to retain existing customers and attract new customers due to negative consumer experiences or as a result of an adverse impact on our brand and reputation.
In addition, food companies have been subject to targeted, large-scale tampering as well as to opportunistic, individual product tampering, and our products could be a target for product tampering. Forms of tampering could include the introduction of foreign material, chemical contaminants and pathological organisms into consumer products as well as product substitution. Beginning in July 2019, the FDA required companies registered as Food Facilities, or facilities that manufacture, process, pack or hold food for human or animal consumption, to analyze, prepare and implement “food defense” mitigation strategies specifically to address tampering designed to inflict widespread public health harm. If FreshRealm does not adequately address the possibility, or any actual instance, of product tampering, we could face possible seizure or recall of our products and the imposition of civil or criminal sanctions, which could materially adversely affect our business, financial condition and operating results.
Changes in consumer tastes and preferences or in consumer spending due to inflation or otherwise, and other economic or financial market conditions could materially adversely affect our business.
Our operating results may be materially adversely affected by changes in consumer tastes and preferences. Our future success depends in part on our ability to anticipate the tastes, eating habits and lifestyle preferences of consumers and to offer products that appeal to consumer tastes and preferences. Consumer tastes and preferences may change from time to time and can be affected by a number of different trends and other factors that are beyond our control. For example, our net revenue could be materially adversely affected by changes in consumer demand in response to nutritional and dietary trends, dietary concerns regarding items such as calories, sodium, carbohydrates or fat, or concerns regarding food safety. Our competitors may react more efficiently and effectively to these changes than we can. We cannot provide any assurances regarding our ability to respond effectively to changes in consumer health perceptions or our ability to adapt our product offerings to trends in eating habits. If we fail to anticipate, identify or react to these changes and trends, or to introduce new and improved products on a timely basis, or if we cease offering such products or fail to maintain partnerships that react to these changes and trends, we may experience reduced demand for our products, which could materially adversely affect our business, financial condition and operating results.
In addition, the business of selling food products over the Internet is dynamic and continues to evolve. The market segment for food delivery has grown significantly, and this growth may not continue or may decline, including specifically with respect to the meal solutions sector. If customers cease to find value in this model or otherwise lose interest in our product offerings or our business model generally, we may not acquire new customers in numbers sufficient to sustain growth in our business or retain existing customers at rates consistent with our business model, which could be materially adversely affect our business, financial condition, and operating results.
Furthermore, preferences and overall economic conditions, such as inflation, that impact consumer confidence and spending, including discretionary spending, could have a material impact on our business. Economic conditions affecting disposable consumer income such as employment levels, business conditions, higher rates of inflation, slower growth or recession, market volatility, negative financial news, changes in housing market conditions, the availability of credit, interest rates, tax rates, new or increased tariffs, fuel and energy costs, the effect of natural disasters or acts of terrorism, and other matters, could reduce consumer spending or cause consumers to shift their spending to lower priced alternatives, each of which could materially adversely affect our business, financial condition and operating results.
In addition to an adverse impact on demand for our products, uncertainty about, or a decline in, economic conditions could have a significant impact on FreshRealm or FreshRealm’s suppliers, logistics providers and other business partners, including resulting in financial instability, inability to obtain credit to finance operations and insolvency. Certain suppliers, and their manufacturing and assembly activities, are located outside the United States, and as a result our performance depend on both global and regional economic conditions. These and other economic factors could materially adversely affect our business, financial condition and operating results.
Our ability to source quality ingredients and other products is critical to our business, and any disruption to the supply or supply chain could materially adversely affect our business.
The production of our meal kit products depends on frequent deliveries of ingredients and other products from a variety of local, regional, national and international suppliers, and some such suppliers may depend on a variety of other local, regional, national and international suppliers to fulfill the purchase orders that FreshRealm places with them. The availability of such ingredients and other products at competitive prices depends on many factors beyond our or FreshRealm’s control, including the number and size of farms, ranches, vineyards and other suppliers that provide crops, livestock and other raw materials that meet our quality and production standards.
We rely on FreshRealm, FreshRealm’s suppliers, and their respective supply chains, to meet our quality and production standards and specifications and supply ingredients and other products in a timely and safe manner. We are dependent on FreshRealm to develop and implement measures to ensure the safety and quality of third-party supplied products, including using contract specifications, certificates of identity for some products or ingredients, sample testing by suppliers and sensory based testing. However, no safety and quality measures can eliminate the possibility that suppliers may provide defective or out of specification products against which regulators may take action or which may subject us to litigation or require a recall. Suppliers may provide food that is or may be unsafe, food that is below our quality standards or food that is improperly labeled. In addition to a negative customer experience, we could face possible seizure or recall of our products and the imposition of civil or criminal sanctions if a defective or out of specification item is incorporated into one of our deliveries.
Furthermore, there are many factors beyond our control which could cause shortages or interruptions in the supply of our ingredients and other products, including adverse weather, environmental factors, natural disasters, prolonged utility outages, unanticipated demand, shipping and distribution issues, labor problems, public health crises, such as pandemics and epidemics, changes in law or policy, food safety issues by suppliers and their supply chains, and the financial health of suppliers and their supply chains. For example, any future negative impact on the respective supply chains of FreshRealm or FreshRealm’s suppliers, as a result of weather, gas prices, pandemics, or otherwise, could materially and adversely impact our business, financial condition and operating results. Production of the agricultural products used in our business may also be materially adversely affected by drought, water scarcity, temperature extremes, scarcity of agricultural labor, changes in government agricultural programs or subsidies, import restrictions, scarcity of suitable agricultural land, crop conditions, crop or animal diseases or crop pests. Failure to take adequate steps to mitigate the likelihood or potential effect of such events, or to effectively manage such events if they occur, by us or FreshRealm may materially adversely affect our business, financial condition and operating results, particularly in circumstances where an ingredient or product is sourced from a single supplier or location.
In addition, unexpected delays in deliveries from suppliers that ship directly to FreshRealm’s fulfillment centers or increases in transportation costs, including through increased fuel costs, could materially adversely affect our business, financial condition and operating results. Labor shortages or work stoppages in the transportation industry, long term disruptions to the national transportation infrastructure, reduction in capacity and industry specific regulations such as hours of service rules that lead to delays or interruptions of deliveries could also materially adversely affect our business, financial condition and operating results.
Certain of our ingredients are sourced from suppliers located outside of the United States. Any event causing a disruption or delay of imports from suppliers located outside of the United States, including weather, drought, crop related diseases, the imposition of import or export restrictions, restrictions on the transfer of funds or increased tariffs, destination based taxes, value added taxes, quotas or increased regulatory requirements, could increase the cost or reduce the supply of our ingredients and the other materials required by our product offerings, which could materially adversely affect our business, financial condition and operating results. Furthermore, suppliers’ operations may be adversely affected by political and financial instability, resulting in the disruption of trade from exporting countries, restrictions on the transfer of funds or other trade disruptions, each of which could adversely affect our access or ability to source ingredients and other materials used in our product offerings on a timely or cost-effective basis.
We have implemented significant reorganization activities in our business, such as the FreshRealm Transaction. These and other reorganization activities could have long-term adverse effects on our business, including additional attrition in personnel and the failure to achieve the anticipated benefits and savings from these activities.
We have implemented significant reorganization activities in our business to adjust our cost structure, and we may engage in similar reorganization activities in the future.
For example, on June 9, 2023, we closed the FreshRealm Transaction, and subleased the Facilities to FreshRealm. As a result, we incurred a loss of approximately $48.6, relating to the carrying value of the assets disposed of and the issuance of the Supplier Warrant (as defined below).
Furthermore, in December 2022 and July 2023, to better align internal resources with strategic priorities, we further executed our planned reduction in corporate personnel of approximately 10% and 20%, respectively, of our corporate workforce, inclusive of both then current and vacant roles. As a result, we incurred approximately $1.5 million of employee-related expenses in December 2022, primarily consisting of severance payments, substantially all of which are cash expenditures that were paid in the first half of 2023, and incurred approximately $1.7 million of employee-related expenses in July 2023, primarily consisting of severance payments, substantially all of which are cash expenditures to be paid in the second half of 2023 and first quarter of 2024. In addition, in February 2020, we announced a plan to close our fulfillment center in Arlington, Texas. As part of this plan, in the first and second quarters of 2020 we transferred all of the remaining production volume from our Arlington, Texas fulfillment center to the Linden, New Jersey and Richmond, California fulfillment centers. These actions resulted and could result in the future in the loss of employees across various functions through attrition or the need for further reductions, the loss of institutional knowledge and expertise and the reallocation and combination of certain roles and responsibilities across our organization, all of which could adversely affect our operations. In addition, there is a risk of reduced employee morale and, as a result, we could face further employee attrition following a reorganization activity.
Other reorganization activities in which we may engage in the future, as well as other ongoing or future cost reduction activities, may reduce our available talent, assets, capabilities and other resources and could slow improvements in our products and services, adversely affect our ability to respond to competition and limit our ability to satisfy customer demands. As a result, our management may need to divert a disproportionate amount of its attention away from our day-to-day strategic and operational activities, and devote a substantial amount of time to managing the organizational changes brought about by our reorganization. If we do not have sufficient resources, we may not be able to effectively manage the changes in our business operations resulting from the reorganization, which may result in weaknesses in our operations, risks that we may not be able to comply with legal and regulatory requirements, loss of business opportunities, loss of employees and reduced productivity among remaining employees. If we are unable to effectively manage these activities, our expenses may be higher than expected, and we may not be able to implement our business strategy or achieve the anticipated benefits and savings from any such activities. In addition, delays in implementing planned restructuring activities, unexpected costs, or the failure to meet targeted improvements may diminish the operational or financial benefits we realize from such actions. Any of the circumstances described above could materially adversely affect our business and operating and financial results.
If we lose key management or fail to meet our need for qualified employees with specialized skills, our business, financial condition and operating results could be materially adversely affected.
Our future success is dependent upon our ability to retain key management. Our executive officers and other management personnel are employees “at will” and could elect to terminate their employment with us at any time. For example, since 2018 we have had four chief financial officers, and we have had five executive officers leave the business in the last twelve months (inclusive of one of our chief financial officers and exclusive of our chief supply chain officer who transferred to FreshRealm). We do not maintain “key person” insurance on the lives of any of our executive officers.
Our future success is also dependent upon our ability to attract, retain and effectively deploy qualified employees, including management, possessing a broad range of skills and expertise. We may need to offer higher compensation and other benefits in order to attract and retain key personnel in the future, and, to attract top talent, we must offer competitive compensation packages before we have the opportunity to validate the productivity and effectiveness of new employees. Additionally, from time to time we have not been, and we may not in the future be, able to hire sufficient workforce quickly enough or to retain sufficient workforce, or if we do not generate sufficient cash from operations or raise additional capital we may not have adequate resources to meet our hiring needs, and we must effectively deploy our workforce in order to efficiently allocate our internal resources. For example, in December 2022 and July 2023, in order to better align internal resources with strategic priorities, we further executed our planned reduction in corporate personnel of approximately 10% and 20%, respectively, of our total corporate workforce, inclusive of both then current and vacant roles. and we may experience a negative impact of the workforce reduction on executing our strategy. If we fail to hire or retain qualified employees, or effectively deploy our existing personnel, our efficiency and ability to meet our forecasts, our ability to successfully execute on our strategic plan and our employee morale, productivity and retention could all suffer. Any of these factors could materially adversely affect our business, financial condition and operating results.
If our net revenue declines or if it begins to increase at only a moderate rate, or as seasonal patterns become more pronounced, seasonality could have a material impact on our results.
Our business is seasonal in nature, which impacts the levels at which customers engage with our products and brand, and, as a result, the trends of our revenue and our expenses fluctuate from quarter to quarter. For example, we historically anticipated that the first quarter of each year would generally represent our strongest quarter in terms of customer engagement, other than in 2020 when we saw the effect of the economic and social impact of the COVID-19 pandemic. Conversely, during the summer months and the end of year holidays, when people are vacationing more often or have less predictable weekly routines, we historically anticipated lower customer engagement. In addition, our marketing strategies and expenditures, which may be informed by these seasonal trends, will impact our quarterly results of operations. These seasonal trends may cause our net revenue and our cash requirements to vary from quarter to quarter depending on the variability in the volume and timing of sales. We believe that these seasonal trends have affected and will continue to affect our quarterly results in the future. However, we cannot predict the impact that macroeconomic trends such as inflation may have on seasonality. Our net revenue growth during the COVID-19 pandemic moderated the impact of seasonality on our business, but if our net revenue continues to decline or if it increases at only a moderate rate, or if seasonal spending by our customers becomes more pronounced, seasonality could have a more significant impact on our operating results from period to period. In addition, in the first and second quarters of 2022, we entered into sponsorship agreements with a related party under which we agreed to issue $27.5 million of gift cards (net of promotional discounts), which may result in higher levels of card breakage revenue which may inflate net revenue or mask seasonality in future periods. As of the date of this Quarterly Report on Form 10-Q, we have not yet received the remaining $12.7 million relating to the Sponsorship Gift Cards Agreement and there are no assurances that we will receive all or a portion of such funds. See Note 16 to the consolidated financial statements in this Quarterly Report on Form 10-Q.
We rely on our proprietary technology and data to forecast customer demand and we have licensed certain technology to FreshRealm to manage the supply chain for our products, and any failure of this technology, or the quality of our data, could materially adversely affect our business, financial condition and operating results.
We and FreshRealm rely on our proprietary technology and data to forecast demand and predict our customers’ orders, determine the amounts of ingredients and other supplies to purchase, and to optimize in-bound and out-bound logistics for delivery and transport of supplies to the fulfillment centers and of our product offerings to customers. If this technology fails or produces inaccurate results at any step in this process—such as if the data we or FreshRealm collect from customers is insufficient or incorrect, if we over or underestimate future demand, or if FreshRealm fails to optimize delivery routes to our customers—we could experience increased food waste or shortages in key ingredients, the operational efficiency of the supply chain may suffer (including as a result of excess or shortage of fulfillment center
capacity) or our customers may experience delays or failures in the delivery of our product offerings, for example by missing ingredients. Moreover, forecasts based on historical data, regardless of any historical patterns or the quality of the underlying data, are inherently uncertain, and unforeseen changes in consumer tastes or external events could result in material inaccuracy of our forecasts, which could result in disruptions in our business, incurrence of significant costs under the Production and Fulfillment Agreement, and waste. Furthermore, any interruptions or delays in our ability to use or access our proprietary technology could lead to interruptions or delays in the supply chain. The occurrence of any of the foregoing risks could materially adversely affect our business, financial condition and operating results.
The reliable and cost-effective storage, transport and delivery of ingredients and other products and our product offerings is critical to our business, and any interruptions, delays or failures could materially adversely affect our reputation, business, financial condition and operating results.
We rely on FreshRealm to maintain arrangements to store ingredients and other products, to deliver ingredients and other products from suppliers to the fulfillment centers and to transport ingredients and other products between the fulfillment centers. Interruptions or failures in these services could delay or prevent the delivery of these ingredients and other products to FreshRealm and therefore adversely affect FreshRealm’s ability to fulfill our customers’ orders.
We also depend on FreshRealm to maintain arrangements with third-party transport carriers to deliver the food products we sell to our customers. Interruptions, delays or failures in these carrier services could prevent the timely or proper delivery of these products, which may result in significant product inventory losses given the highly perishable nature of our food products. These interruptions may be due to events that are beyond our control or the control of these carriers, including adverse weather, natural disasters and public health crises, such as pandemics and epidemics. If these carriers experience performance problems or other difficulties, customer orders may not be delivered in a timely manner and meet customer expectations, and our business and reputation could suffer. For example, carrier interruptions and delays as a result of the COVID-19 pandemic or otherwise have in the past impacted, and could again in the future impact our ability to deliver orders to our customers which could materially and adversely impact our business, financial condition and operating results. In addition, if FreshRealm is not able to maintain acceptable pricing and other terms with these carriers, whether as a result of inflation or otherwise, and we do not increase the price of our product offerings, we may experience reduced operating margins.
Delivery of the products we sell to our customers could also be affected or interrupted by the merger, acquisition, insolvency, or government shutdown of the carriers we engage to make deliveries. If the products we sell are not delivered in proper condition or on a timely basis, our business and reputation could suffer.
Unionization activities may disrupt our operations and adversely affect our business.
Although none of our or FreshRealm’s employees is currently covered under a collective bargaining agreement, our or FreshRealm’s employees may elect to seek to be represented by labor unions in the future. For example, in April 2018, a local labor union filed an election petition with the National Labor Relations Board seeking to represent certain employees at the Linden, New Jersey facility; however, such employees subsequently voted to not be represented by the union and one of our competitors recently faced a union election in three states. If a significant number of our or FreshRealm’s employees were to become unionized and collective bargaining agreement terms were to deviate significantly from our or FreshRealm’s current compensation and benefits structure, our business, financial condition and operating results could be materially adversely affected. In addition, a labor dispute involving some or all of our employees may harm our reputation, disrupt our operations and reduce our net revenues, and the resolution of labor disputes may increase our costs.
Any failure by FreshRealm or a third-party carrier to adequately store, maintain and deliver quality perishable foods could materially adversely affect our business, financial condition and operating results.
The ability to adequately store, maintain and deliver quality perishable foods is critical to our business. FreshRealm produces and stores food products, which are highly perishable, in refrigerated fulfillment centers and ships them to our customers inside boxes that are insulated with thermal or corrugate liners and frozen refrigerants to maintain appropriate temperatures in transit and use refrigerated third-party delivery trucks to support temperature control for shipments to certain locations. Keeping our food products at specific temperatures maintains freshness and enhances food safety. In the event of extended power outages, natural disasters or other catastrophic occurrences, failures of the refrigeration systems in fulfillment centers or third-party delivery trucks, FreshRealm’s failure to use adequate packaging to maintain appropriate temperatures, FreshRealm’s inability to store highly perishable inventory at specific temperatures
could result in significant product inventory losses as well as increased risk of food borne illnesses and other food safety risks. Improper handling or storage of food by a customer—without any fault by us—could result in food borne illnesses, which could nonetheless result in negative publicity and harm to our brand and reputation. Further, FreshRealm may contract with third parties to conduct certain fulfillment processes and operations on our behalf. Any failure by such third party to adequately store, maintain or transport perishable foods could negatively impact the safety, quality and merchantability of our products and the experience of our customers. The occurrence of any of these risks could materially adversely affect our business, financial condition and operating results.
Disruptions in our or FreshRealm’s data and information systems could harm our reputation and our ability to run our business.
We and FreshRealm rely extensively on data and information systems for supply chain, order processing, fulfillment operations, financial reporting, human resources and various other operations, processes and transactions. Furthermore, a significant portion of the communications between, and storage of personal data of, our personnel, customers and suppliers depends on information technology. Our and FreshRealm’s data and information systems are subject to damage or interruption from power outages, computer and telecommunications failures, computer viruses, security breaches (including breaches of our transaction processing or other systems that could result in the compromise of confidential customer data), catastrophic events, data breaches and usage errors by our or FreshRealm’s employees or third-party service providers. Our or FreshRealm’s data and information technology systems may also fail to perform as we anticipate, and we may encounter difficulties in adapting these systems to changing technologies or expanding them to meet the future needs of our business. If our or FreshRealm’s systems are breached, damaged or cease to function properly, we may have to make significant investments to fix or replace them, suffer interruptions in our operations, incur liability to our customers and others or face costly litigation, and our reputation with our customers may be harmed. We also rely on third parties for a majority of our data and information systems, including for third-party hosting and payment processing. If these facilities fail, or if they suffer a security breach or interruption or degradation of service, a significant amount of our data could be lost or compromised and our ability to operate our business and deliver our product offerings could be materially impaired. In addition, various third parties, such as suppliers and payment processors, also rely heavily on information technology systems, and any failure of these systems could also cause loss of sales, transactional or other data and significant interruptions to our business. Any material interruption in the data and information technology systems we rely on, including the data or information technology systems of FreshRealm and other third parties, could materially adversely affect our business, financial condition and operating results.
Our business is subject to data security risks, including security breaches.
We, or our third-party vendors on our behalf, collect, process, store and transmit substantial amounts of information, including information about our customers and suppliers. In addition, FreshRealm (or their third-party vendors) will be collecting, processing, storing and transmitting such information on or behalf in connection with their performance of their obligations under the Production and Fulfillment Agreement. We take steps to protect the security and integrity of the information we collect, process, store or transmit, but there is no guarantee that inadvertent or unauthorized use or disclosure will not occur, that third parties will not gain unauthorized access to this information despite such efforts, or that FreshRealm or one of our or their vendors will not misuse or mishandle such information. Security breaches, computer malware, computer hacking attacks and other compromises of information security measures have become more prevalent in the business world and may occur on our systems or those of our vendors in the future. Large Internet companies and websites have from time to time disclosed sophisticated and targeted attacks on portions of their websites, and an increasing number have reported such attacks resulting in breaches of their information security. We, FreshRealm and their and our third-party vendors are at risk of suffering from similar attacks and breaches. Although we take steps to maintain confidential and proprietary information on our information systems, these measures and technology may not adequately prevent security breaches and we rely on our third-party vendors to take appropriate measures to protect the security and integrity of the information on those information systems. Because techniques used to obtain unauthorized access to or to sabotage information systems change frequently and may not be known until launched against us, we may be unable to anticipate or prevent these attacks. In addition, we have experienced, and may experience in the future, a “credentials stuffing” incident, which is where a third party is able to illicitly obtain a customer’s identification and password credentials on the dark web to access a customer’s account and certain account data. We have also experienced, and may experience in the future, fraudulent use of promotional coupons or gift card codes.
Any actual or suspected security breach or other compromise of our security measures or those of FreshRealm or their or our third-party vendors, whether as a result of hacking efforts, denial of service attacks, viruses, malicious software, break ins, phishing attacks, social engineering or otherwise, could harm our reputation and business, damage our
brand and make it harder to retain existing customers or acquire new ones, require us to expend significant capital and other resources to address the breach, and result in a violation of applicable laws, regulations or other legal obligations. Our insurance policies may not be adequate to reimburse us for direct losses caused by any such security breach or indirect losses due to resulting customer attrition.
We rely on email and other messaging services to connect with our existing and potential customers. Our customers may be targeted by parties using fraudulent spoofing and phishing emails to misappropriate passwords, payment information or other personal information or to introduce viruses through Trojan horse programs or otherwise through our customers’ computers, smartphones, tablets or other devices. Despite our efforts to mitigate the effectiveness of such malicious email campaigns through product improvements, spoofing and phishing may damage our brand and increase our costs. Any of these events or circumstances could materially adversely affect our business, financial condition and operating results.
We are subject to risks associated with payments to us from our customers and other third parties, including risks associated with fraud.
Nearly all of our customers’ payments are made by credit card or debit card. We currently rely exclusively on one third-party vendor to provide payment processing services, including the processing of payments from credit cards and debit cards, and our business would be disrupted if this vendor becomes unwilling or unable to provide these services to us and we are unable to find a suitable replacement on a timely basis. We are also subject to payment brand operating rules, payment card industry data security standards and certification requirements, which could change or be reinterpreted to make it more difficult or impossible for us to comply. If we fail to comply with these rules or requirements, we may be subject to fines and higher transaction fees and lose our ability to accept credit and debit card payments from customers, which would make our services less convenient and attractive to our customers and likely result in a substantial reduction in net revenue. We may also incur losses as a result of claims that the customer did not authorize given purchases, fraud, erroneous transmissions and customers who have closed bank accounts or have insufficient funds in their accounts to satisfy payments owed to us.
We are subject to, or voluntarily comply with, a number of other laws and regulations relating to the payments we accept from our customers and third parties, including with respect to money laundering, money transfers, privacy, and information security, and electronic fund transfers. These laws and regulations could change or be reinterpreted to make it difficult or impossible for us to comply. If we were found to be in violation of any of these applicable laws or regulations, we could be subject to civil or criminal penalties and higher transaction fees or lose our ability to accept credit and debit card payments from our customers, process electronic funds transfers or facilitate other types of online payments, which may make our services less convenient and less attractive to our customers and diminish the customer experience.
We are highly dependent upon FreshRealm, as the exclusive manufacturer and supplier of our products, and the termination of, or material changes to, our relationship with FreshRealm or FreshRealm’s relationships with key suppliers or vendors could materially adversely affect our business, financial condition and operating results.
As part of the FreshRealm Transaction, we granted FreshRealm the exclusive right to manufacture and supply certain of our products, including our meal kits. In addition, the transfer of many of our employees to FreshRealm in connection with the FreshRealm Transaction means that we no longer have any significant in-house manufacturing operational expertise. Accordingly, we do not have manufacturing capabilities, do not plan to develop such capacity in the foreseeable future, and are entirely reliant on FreshRealm and its suppliers to provide all of our products. We cannot be certain that we will be able to secure an alternative supplier without experiencing interruptions in our workflow including delivery of products to our customers, or that any alternative supplies will meet our quality control and performance requirements. FreshRealm may not be able to meet our delivery schedules, we may lose our relationship with FreshRealm and FreshRealm may not be able to meet performance and quality specifications. We will have to depend on FreshRealm to perform effectively on a timely basis and to comply with regulatory requirements. If for any reason FreshRealm is unable to do so and, as a result, we are unable to supply sufficient quantities of our products on acceptable terms, which could materially adversely affect our business, financial condition and operating results. In the event that the Production and Fulfillment Agreement expires or is terminated, FreshRealm is required to provide us with some assistance to transfer it manufacturing and supply responsibilities to a third party. However, any such transfer is not guaranteed to be successful and, even if successful, could be lengthy and involve significant additional costs, particularly in light of the loss of our in-house manufacturing operational expertise described above.
FreshRealm depends on a limited number of suppliers for some key ingredients and we now depend on FreshRealm to work with suppliers that engage in certain growing, raising or farming standards that we believe are superior to conventional practices and that can deliver products that are specific to our quality, food safety and production standards. Currently, there are a limited number of meat and seafood suppliers that are able to simultaneously meet our standards and volume requirements. As such, these suppliers could be difficult to replace if we were no longer able to rely on them indirectly through FreshRealm. We also have historically worked with suppliers that produce specialty or unique ingredients for us, which will be mediated through FreshRealm. It can take a significant amount of time and resources to identify, develop and maintain relationships with certain suppliers, including suppliers that produce specialty or unique products for us. In the event of any disruptions to our or FreshRealm’s relationships with suppliers of specialty products, the ingredients those suppliers produce for us would be difficult to replace. The termination of, or material changes to, arrangements with key suppliers or vendors, disagreements with key suppliers or vendors as to payment or other terms, or the failure of a key supplier or vendor to meet its contractual obligations may require us to have FreshRealm contract with alternative suppliers or vendors. For example, the failure of a key supplier to meet its obligations or otherwise deliver ingredients at the volumes that meet our quality and production standards could require purchases to be made from alternative suppliers or for us to make changes to our product offerings. If we have to replace key suppliers or vendors, we may be subject to pricing or other terms less favorable than those we currently enjoy, and it may be difficult to identify and secure relationships with alternative suppliers or vendors that are able to meet our volume requirements, food safety and quality or other standards. If we cannot replace or engage suppliers or vendors who meet our specifications and standards in a short period of time, we could encounter increased expenses, shortages of ingredients and other items, disruptions or delays in customer shipments or other harm. In this event, we could experience a significant reduction in sales and incur higher costs for replacement goods and customer refunds during the shortage or thereafter, any of which could materially adversely affect our business, financial condition and operating results.
Our results could be adversely affected by natural disasters, public health crises, such as pandemics and epidemics, political crises or other catastrophic events.
Natural disasters, such as hurricanes, tornadoes, floods, earthquakes, droughts and other adverse weather and climate conditions; crop pests or diseases; animal diseases; unforeseen public health crises, such as pandemics and epidemics, such as the COVID-19 pandemic; political crises, such as terrorist attacks, war and other political instability or uncertainty; or other catastrophic events, whether occurring in the United States or internationally, could disrupt our operations or the operations of one or more of our or FreshRealm’s suppliers or vendors. In particular, these types of events could impact the supply chain for our products from or to the impacted region given our dependency on frequent deliveries of ingredients and other products from a variety of local, regional and national suppliers. In addition, these types of events could adversely affect consumer spending in the impacted regions or our ability to deliver our products to our customers safely, cost-effectively or at all. To the extent any of these events occur, our business, financial condition and operating results could be materially and adversely affected.
We have identified a material weakness in our internal controls over financial reporting related to ineffective information technology general controls. Failure to establish and maintain effective internal controls in accordance with Section 404 of the Sarbanes-Oxley Act in the future could have a material adverse effect on our business and stock price.
As a public company, we are required to comply with the rules of the Securities and Exchange Commission (”SEC”) implementing Sections 302 and 404 of the Sarbanes-Oxley Act, which requires management to certify financial and other information in our quarterly and annual reports and provide an annual management report on the effectiveness of controls over financial reporting. We are required to disclose changes made in our internal controls and procedures on a quarterly basis and to make annual assessments of our internal control over financial reporting pursuant to Section 404. In addition, as of January 1, 2023, we are no longer an emerging growth company and therefore, as an accelerated filer with annual revenues greater than $100 million, our independent registered public accounting firm is now required to attest to the effectiveness of our internal control over financial reporting pursuant to Section 404. Our independent registered public accounting firm, and management, may issue a report that is adverse in the event it is not satisfied with the level at which our controls are documented, designed or operating.
To comply with the requirements of being a public company, we have undertaken various actions, and may need to take additional actions, such as implementing new internal controls and procedures and hiring additional accounting or internal audit staff. Testing and maintaining internal control can divert our management’s attention from other matters that are important to the operation of our business.
Additionally, when evaluating our internal control over financial reporting, we may identify material weaknesses and significant deficiencies and, as of December 31, 2022, our management identified a material weakness in internal controls related to ineffective information technology general controls. The material weakness did not result in any identified misstatements to the financial statements and there were no changes to previously identified financial results. Management has developed and is implementing a remediation plan to address the material weakness. However, we cannot assure you that the testing of the operational effectiveness of the new control will be complete within a specific timeframe.
There is no assurance that another material weaknesses or significant deficiencies will not occur or that we will be able to remediate such material weaknesses or significant deficiencies in time to meet the applicable deadline imposed upon us for compliance with the requirements of Section 404. If we identify any material weaknesses in our internal control over financial reporting or are unable to comply with the requirements of Section 404 in a timely manner or assert that our internal control over financial reporting is effective, or if our independent registered public accounting firm is unable to express an opinion as to the effectiveness of our internal control over financial reporting, investors may lose confidence in the accuracy and completeness of our financial reports and the market price of our Class A Common Stock could be materially adversely affected, and we could become subject to investigations by the stock exchange on which our securities are listed, the SEC or other regulatory authorities, which could require additional financial and management resources.
Risks Related to Our Intellectual Property
We may be accused of infringing or violating the intellectual property rights of others.
Other parties have claimed or may claim in the future that we infringe or violate their trademarks, patents, copyrights, domain names, publicity rights or other proprietary rights. Such claims, regardless of their merit, could result in litigation or other proceedings and could require us to expend significant financial resources and attention by our management and other personnel that otherwise would be focused on our business operations, result in injunctions against us that prevent us from using material intellectual property rights, or require us to pay damages to third parties. We may need to obtain licenses from third parties who allege that we have infringed or violated their rights, but such licenses may not be available on terms acceptable to us or at all. In addition, we may not be able to obtain or use on terms that are favorable to us, or at all, licenses or other rights with respect to intellectual property that we do not own, which would require us to develop alternative intellectual property. To the extent we rely on open-source software, we may face claims from third parties that claim ownership of the open-source software or derivative works that were developed using such software, or otherwise seek to enforce the terms of the applicable open-source license. Similar claims might also be asserted regarding our in-house software. These risks have been amplified by the increase in intellectual property claims by third parties whose sole or primary business is to assert such claims. As knowledge of our business expands, we are likely to be subject to intellectual property claims against us with increasing frequency, scope and magnitude. We may also be obligated to indemnify affiliates or other partners who are accused of violating third parties’ intellectual property rights by virtue of those affiliates or partners’ agreements with us, and this could increase our costs in defending such claims and our damages. Furthermore, such affiliates and partners may discontinue their relationship with us either as a result of injunctions or otherwise. The occurrence of these results could harm our brand or materially adversely affect our business, financial position and operating results.
We may not be able to adequately protect our intellectual property rights.
We regard our customer lists and other consumer data, trademarks, service marks, domain names, copyrights, trade dress, trade secrets, know-how, proprietary technology and similar intellectual property as critical to our future success. We cannot be sure that our intellectual property portfolio will not be infringed, violated or otherwise challenged by third parties, or that we will be successful in enforcing, defending or combating any such infringements, violations, or challenges. We also cannot be sure that the law might not change in a way that would affect the nature or extent of our intellectual property ownership.
We rely on patent, registered and unregistered trademark, copyright and trade secret protection and other intellectual property protections under applicable law to protect these proprietary rights. While we have taken steps toward procuring trademark registration for several of our trademarks in key countries around the world and have entered or may enter into contracts to assist with the procurement and protection of our trademarks, we cannot assure you that our common law, applied for, or registered trademarks are valid and enforceable, that our trademark registrations and applications or use of our trademarks will not be challenged by known or unknown third parties, or that any pending trademark or patent applications will issue or provide us with any competitive advantage. Effective intellectual property protection may not be
available to us or may be challenged by third parties. Furthermore, regulations governing domain names may not protect our trademarks and other proprietary rights that may be displayed on or in conjunction with our website and other marketing media. We may be unable to prevent third parties from acquiring or retaining domain names that are similar to, infringe upon, or diminish the value of our trademarks and other proprietary rights.
We also rely on confidentiality, supplier, license and other agreements with our employees, suppliers and others, including our agreements with FreshRealm, in which we both grant to, and receive from, FreshRealm rights under technology and intellectual property rights. Among other things, we have granted FreshRealm rights to use our trademarks in connection with the sale of certain products in retail channels under the Retail License Agreement, which requires FreshRealm to comply with our brand standards when using our trademarks, among other requirements. However, if FreshRealm does not comply with our brand standards, including ingredient quality specifications for FreshRealm’s own products sold using our trademarks, our brand could be harmed, which could have an adverse effect on our intellectual property rights in our trademarks. There is no guarantee that our employees, FreshRealm, suppliers and others will comply with these agreements and refrain from misappropriating our proprietary rights. Misappropriation of our proprietary rights could materially adversely affect our business, financial position and operating results.
We may not be able to discover or determine the extent of any unauthorized use or infringement or violation of our intellectual property or proprietary rights. Third parties also may take actions that diminish the value of our proprietary rights or our reputation. The protection of our intellectual property may require the expenditure of significant financial and managerial resources. Moreover, the steps we take to protect our intellectual property may not adequately protect our proprietary rights or prevent third parties from continuing to infringe or misappropriate these rights. We also cannot be certain that others will not independently develop or otherwise acquire equivalent or superior technology or other intellectual property rights, which could materially adversely affect our business, financial condition and operating results.
Despite our efforts to protect our proprietary rights, unauthorized parties may attempt to obtain and use information that we regard as proprietary. Litigation may be necessary in the future to enforce our intellectual property rights, to protect our trade secrets, to determine the validity and scope of the proprietary rights of others or to defend against claims of infringement or invalidity. Such litigation could be costly, time consuming and distracting to management, result in a diversion of resources, the impairment or loss of portions of our intellectual property and could materially adversely affect our business, financial condition and operating results. Furthermore, our efforts to enforce our intellectual property rights may be met with defenses, counterclaims and countersuits attacking the validity and enforceability of our intellectual property rights. These steps may be inadequate to protect our intellectual property. We will not be able to protect our intellectual property if we are unable to enforce our rights or if we do not detect unauthorized use of our intellectual property. Despite our precautions, it may be possible for unauthorized third parties to use information that we regard as proprietary to create product offerings that compete with ours.
Risks Related to Government Regulation of Food Operations
We are subject to extensive governmental regulations, which require ongoing compliance efforts.
Our products are subject to extensive federal, state and local regulations. Applicable statutes and regulations governing food products include rules for labeling the content of specific types of foods, the nutritional value of that food and its serving size, as well as rules that protect against contamination of products by food borne pathogens and food production rules addressing the discharge of materials and pollutants and animal welfare. Many jurisdictions also provide that food producers adhere to good manufacturing or production practices (the definitions of which may vary by jurisdiction) with respect to processing food. Recently, the food safety practices of the meat processing industry and produce industry have been subject to intense scrutiny and oversight by the USDA and FDA, respectively, and the FDA has begun to evaluate the possible need for new regulations for e-commerce food delivery companies, and future food-borne illness outbreaks or other food safety incidents related to meat or produce could lead to further governmental regulation of our business or of suppliers. In addition, the fulfillment centers where our products are produced, which are operated by FreshRealm and not under our control, are subject to inspection by the FDA and various state and local health and agricultural agencies, as well as various federal, state and local laws and regulations relating to workplace safety and workplace health. Those fulfillment centers and our corporate and other offices, as applicable, continue to also be subject to additional FDA, Centers for Disease Control and Prevention, Occupational Safety and Health Administration regulations and guidelines and, in certain areas, ongoing local guidelines relating to COVID-19. Failure to comply with all applicable laws and regulations could subject us, FreshRealm and its suppliers or other strategic partners to civil remedies, including fines, injunctions, product recalls or seizures and criminal sanctions, any of which could have a material adverse effect on our business, financial condition and operating results. Furthermore, compliance with current or future laws or regulations
could require us to make significant expenditures or require FreshRealm to make significant expenditures that FreshRealm may pass through to us through increased prices under the Production and Fulfillment Agreement or otherwise materially adversely affect our business, financial condition and operating results.
Even inadvertent, non-negligent or unknowing violations of federal, state or local regulatory requirements could expose us to adverse governmental action and materially adversely affect our business, financial condition and operating results.
The Federal Food, Drug, and Cosmetic Act, or FDCA, which governs the shipment of foods in interstate commerce, generally does not distinguish between intentional and unknowing, non-negligent violations of the law’s requirements. Most state and local laws operate similarly. Consequently, almost any deviation from subjective or objective requirements of the FDCA or state or local law leaves us vulnerable to a variety of civil and criminal penalties.
In the event that FreshRealm needs to deploy new equipment, update its facilities or occupy new facilities to produce our products, these activities may require FreshRealm to adjust its operations and regulatory compliance systems to meet rapidly changing conditions, and such adjustments in FreshRealm's operations may disrupt FreshRealm's ability to deliver products to our customers. In addition, FreshRealm may pass the costs of such adjustments in its operations through to us through increased prices under the Production and Fulfillment Agreement. Although we have adopted and implemented systems to prevent the production of unsafe or mislabeled products, we no longer control the facilities where our products are produced, and any failure of those systems to prevent or anticipate an instance or category of deficiency could result in significant business interruption and financial losses to us. The occurrence of events that are difficult to prevent completely, such as the introduction of pathogenic organisms from the outside environment into FreshRealm’s facilities, also may result in the failure of our products to meet legal standards. Under these conditions we could be exposed to civil and criminal regulatory action.
In some instances, we may be responsible or held liable for the activities and compliance of FreshRealm, or other third-party vendors, suppliers or other strategic partners, despite limited visibility into their operations. Although we monitor and carefully select our third-party vendors, suppliers, or other strategic partners, including FreshRealm, they may fail to adhere to regulatory standards, our safety and quality standards or labor and employment practices, and we may fail to identify deficiencies or violations on a timely basis or at all. In addition, a statute in California called the Transparency in Supply Chains Act of 2010 requires us to disclose the extent to which we take any action regarding verifications, audits, certifications, internal accountability or training to eradicate slavery and human trafficking from the supply chain, and any failure to comply with the disclosure requirements or other non-compliance could subject us to action by the California Attorney General.
We cannot assure you that we or FreshRealm will always be in full compliance with all applicable laws and regulations or that we will be able to comply with any future laws and regulations. Failure to comply with these laws and regulations could materially adversely affect our business, financial condition and operating results.
Changes to law, regulation or policy applicable to foods could leave us vulnerable to adverse governmental action and materially adversely affect our business, financial condition and operating results.
The food industry is highly regulated and we cannot assure you that existing laws and regulations will not be revised or that new, more restrictive laws, regulations, guidance or enforcement policies will not be adopted or become applicable to us, suppliers (including FreshRealm) or the products we distribute. We also operate under a business model that is relatively new to the food industry, in which we rapidly source, process, store and package meal ingredients—including fresh fruits and vegetables, and poultry, beef and seafood, each of which may be subject to a unique regulatory regime—and ship them directly to consumers in the course of e-commerce transactions. Our business model leaves our business particularly susceptible to changes in and reinterpretations of compliance policies of the FDA and other government agencies, and some of our competitors may interpret the applicability of the same or similar laws and regulations to their businesses differently than we interpret them. Furthermore, it is unclear how the FDA may interpret and enforce certain recently promulgated regulations, such as the requirements regarding food defense mitigation strategies, or if the FDA will adopt new regulations for e-commerce food delivery companies, which present considerable future uncertainty. Recent and ongoing changes in senior federal government officials and policy priorities create additional uncertainty.
Our and FreshRealm’s existing compliance structures may be insufficient to address the changing regulatory environment and changing expectations from government regulators regarding our business model. This may result in gaps in compliance coverage or the omission of necessary new compliance activity.
The facilities and operations that produce our meal kits are governed by numerous and sometimes conflicting registration, licensing and reporting requirements.
The fulfillment centers that produce our meal kits are required to be registered with the federal government and, depending on their location, are also subject to the authority of state and local governments. In some cases, disparate registration and licensing requirements lead to legal uncertainty, inconsistent government classifications of the meal kit operations and unpredictable governmental actions. Regulators may also change prior interpretations of governing licensing and registration requirements. If we or FreshRealm misapply or misidentify licensing or registration requirements, fail to maintain applicable registrations or licenses or otherwise violate applicable requirements, our products may be subject to seizure or recall and the operations that produce our products could be subject to injunction. This could materially adversely affect our business, financial condition and operating results.
Similarly, we are required to submit reports to the FDA’s Reportable Food Registry in the event that we determine a product may present a serious danger to consumers. The reporting requirement may be triggered based on a subjective assessment of incomplete and changing facts. The inventory for our products moves very rapidly throughout the supply and distribution chain, and that supply chain is now controlled by FreshRealm. Should we fail, in a timely fashion, to identify and report a potentially reportable event which, subsequently, is determined to have been reportable, whether as a result of FreshRealm’s failure to timely report an event to us or from our own inactions, government authorities may institute civil or criminal enforcement actions against us, and there may be civil litigation against us or criminal charges against certain of our employees. This could materially adversely affect our business, financial condition and operating results.
Good manufacturing process standards and food safety compliance metrics are complex, highly subjective and selectively enforced.
The federal regulatory scheme governing food products establishes guideposts and objectives for complying with legal requirements rather than providing clear direction on when particular standards apply or how they must be met. For example, FDA regulations referred to as Hazard Analysis and Risk Based Preventive Controls for Human Food require that producers of food evaluate food safety hazards inherent to their specific products and operations. Following the FreshRealm Transaction, the FDA regulations are no longer directly applicable to us, but the regulations apply to FreshRealm in connection with the production of our products, as well as products they produce for other clients. To comply with the applicable FDA regulations, FreshRealm must implement “preventive controls” in cases where they determine that qualified food safety personnel would recommend that they do so. Determining what constitutes a food safety hazard, or what a qualified food safety expert might recommend to prevent such a hazard, requires evaluating a variety of situational factors. This analysis is necessarily subjective, and a government regulator may find FreshRealm’s analysis or conclusions inadequate. Similarly, the standard of “good manufacturing practice” to which FreshRealm is held in its food production operations relies on a hypothesis regarding what individuals and organizations qualified in food manufacturing and food safety would find to be appropriate practices in the context of their operations. The business model for producing our products, and the scale and nature of such operations, have relatively few meaningful comparisons among traditional food companies. Government regulators may disagree with the analyses and decisions regarding the good manufacturing practices appropriate for operations necessary to produce our products. We have less direct control of the management of our manufacturing following the FreshRealm Transaction, including as relates to compliance with good manufacturing practices.
Decisions made or processes adopted in producing our products are subject to after the fact review by government authorities, sometimes years after the fact. Similarly, governmental agencies and personnel within those agencies may alter, clarify or even reverse previous interpretations of compliance requirements and the circumstances under which they will institute formal enforcement activity. It is not always possible accurately to predict regulators’ responses to actual or alleged food production deficiencies due to the large degree of discretion afforded regulators. We may be vulnerable to civil or criminal enforcement action by government regulators if they disagree with our analyses, conclusions, actions or practices. This could materially adversely affect our business, financial condition and operating results.
Packaging, labeling and advertising requirements are subject to varied interpretation and selective enforcement.
We operate under a novel business model in which we source, process, store and package meal ingredients and ship them directly to consumers. Most FDA requirements for mandatory food labeling are decades old and were adopted prior to the advent of large-scale, direct to consumer food sales and e-commerce platforms. Consequently, we, like our competitors, must make judgments regarding how best to comply with labeling and packaging regulations and industry practices not designed with our specific business model in mind. Government regulators may disagree with these judgments, leaving us open to civil or criminal enforcement action. This could materially adversely affect our business, financial condition and operating results.
We are subject to detailed and complex requirements for how our products may be labeled and advertised, which may also be supplemented by guidance from governmental agencies. Generally speaking, these requirements divide information into mandatory information that we must present to consumers and voluntary information that we may present to consumers. Packaging, labeling, disclosure and advertising regulations may describe what mandatory information must be provided to consumers, where and how that information is to be displayed physically on our materials or elsewhere, the terms, words or phrases in which it must be disclosed, and the penalties for non-compliance.
Voluntary statements made by us or by certain third parties, whether on package labels or labeling, on websites, in print, in radio, on social media channels, or on television, can be subject to FDA regulation, Federal Trade Commission, or FTC, regulation, USDA regulation, state and local regulation, or any combination of the foregoing. These statements may be subject to specific requirements, subjective regulatory evaluation, and legal challenges by plaintiffs. FDA, FTC, USDA and state and local level regulations and guidance can be confusing and subject to conflicting interpretations. Guidelines, standards and market practice for, and consumers’ understandings of, certain types of voluntary statements, such as those characterizing the nutritional and other attributes of food products, continue to evolve rapidly, and regulators may attempt to impose civil or criminal penalties against us if they disagree with our approach to using voluntary statements. Furthermore, in recent years the FDA has increased enforcement of its regulations with respect to nutritional, health and other claims related to food products, and plaintiffs have commenced legal actions against a number of companies that market food products positioned as “natural” or “healthy,” asserting false, misleading and deceptive advertising and labeling claims, including claims related to such food being “all natural” or that they lack any genetically modified ingredients. Should we become subject to similar claims or actions, consumers may avoid purchasing products from us or seek alternatives, even if the basis for the claim is unfounded, and the cost of defending against any such claims could be significant. The occurrence of any of the foregoing risks could materially adversely affect our business, financial condition and operating results.
Risks Related to Government Regulation of Blue Apron Wine
If we did not and do not comply with the specialized regulations and laws that regulate the alcoholic beverage industry, our business could have been materially adversely affected.
Alcoholic beverages are highly regulated at both the federal and state levels. Regulated areas include production, importation, product labeling, taxes, marketing, pricing, delivery, ownership restrictions, prohibitions on sales to minors, and relationships among alcoholic beverage producers, wholesalers and retailers. As we finalize the wind-down of Blue Apron Wine, we cannot assure you that we were or will always be in full compliance with all applicable regulations or laws. We relied, and continue to rely, on various internal and external personnel with relevant experience complying with applicable regulatory and legal requirements.
Licenses issued by state and federal alcoholic beverage regulatory agencies are required in order to produce, sell and ship wine. As part of the wind-down of Blue Apron Wine we will be surrendering our state and federal licenses, and until such time need to remain in compliance with state and federal laws in order to keep our licenses in good standing. Compliance failures can result in fines, license suspension or license revocation.
Other Risks Related to Government Regulation
Government regulation of the Internet, e-commerce and other aspects of our business is evolving, and we may experience unfavorable changes in or failure to comply with existing or future regulations and laws.
We are subject to a number of regulations and laws that apply generally to businesses, as well as regulations and laws specifically governing the Internet and e-commerce and the marketing, sale and delivery of goods and services over the Internet. Existing and future regulations and laws may impede the growth and availability of the Internet and online services and may limit our ability to operate our business. These laws and regulations, which continue to evolve, cover
taxation, tariffs, privacy and data protection, data security, pricing, content, copyrights, distribution, mobile and other communications, advertising practices, electronic contracts, sales procedures, automatic subscription renewals, credit card processing procedures, consumer protections, the provision of online payment services, unencumbered Internet access to our services, the design and operation of websites, and the characteristics and quality of product offerings that are offered online. We cannot guarantee that we have been or will be fully compliant in every jurisdiction, as it is not entirely clear how existing laws and regulations governing issues such as property ownership, sales and other taxes, consumer protection, libel and personal privacy apply or will be enforced with respect to the Internet and e-commerce, as many of these laws were adopted prior to the advent of the Internet and e-commerce and do not contemplate or address the unique issues they raise. Moreover, as e-commerce continues to evolve, increasing regulation and enforcement efforts by federal and state agencies and the prospects for private litigation claims related to our data collection, privacy policies or other e-commerce practices become more likely. In addition, the adoption of any laws or regulations, or the imposition of other legal requirements, that adversely affect our ability to market, sell, and deliver our products could decrease our ability to offer, or customer demand for, our offerings, resulting in lower net revenue, and existing or future laws or regulations could impair our ability to expand our product offerings, which could also result in lower net revenue and make us more vulnerable to increased competition. Future regulations, or changes in laws and regulations or their existing interpretations or applications, could also require us to change our business practices, raise compliance costs or other costs of doing business and materially adversely affect our business, financial condition and operating results.
Failure to comply with privacy related obligations, including federal and state privacy laws and regulations and other legal obligations, or the expansion of current or the enactment of new privacy related obligations could materially adversely affect our business.
A variety of federal and state laws and regulations govern the collection, use, retention, sharing, transfer and security of customer data. We also may choose to comply with, or may be required to comply with, self-regulatory obligations or other industry standards with respect to our collection, use, retention, sharing or security of customer data.
We strive to comply with all applicable laws, regulations, self-regulatory requirements, policies and legal obligations relating to privacy, data usage, and data protection. It is possible, however, that these laws, regulations and other obligations may be interpreted and applied in a manner that is inconsistent from one jurisdiction to another and which may conflict with other rules or requirements or our practices. We cannot guarantee that our practices have complied, comply, or will comply fully with all such laws, regulations, requirements and obligations.
We have posted our privacy policy which describes our practice related to the collection, use and disclosure of customer data on our website and in our mobile application. Any failure, or perceived failure, by us to comply with our posted privacy policy or with any federal or state laws, regulations, self-regulatory requirements, industry standards, or other legal obligations could result in claims, proceedings or actions against us by governmental entities, customers or others, or other liabilities, or could result in a loss of customers, any of which could materially adversely affect our business, financial condition and operating results. In addition, a failure or perceived failure to comply with industry standards or with our own privacy policy and practices could result in a loss of customers and could materially adversely affect our business, financial condition and operating results.
Additionally, existing privacy related laws, regulations, self-regulatory obligations and other legal obligations are evolving and are subject to potentially differing interpretations. Various federal and state legislative and regulatory bodies may expand current laws or enact new laws regarding privacy matters, and courts may interpret existing privacy related laws and regulations in new or different manners. For example, we are subject to the California Consumer Privacy Act of 2018, which came into effect on January 1, 2020 and its successor, the California Privacy Rights Act, which took effect on January 1, 2023, which require, among other things, that companies that process information on California residents to provide new disclosures to California consumers, allows such consumers to opt out of data sharing with third parties and provides a new cause of action for data breaches. Some other states have adopted, and many other states are considering, similar legislation. While we have invested and may continue to invest in readiness to comply with the applicable legislation, the effects of these new and evolving laws, regulations, and other obligations potentially are far-reaching and may require us to further modify our data processing practices and policies and to incur substantial costs and expenses in an effort to comply.
Changes in privacy related laws, regulations, self-regulatory obligations and other legal obligations, or changes in industry standards or consumer sentiment, such as our need to adjust our digital marketing in response to the ongoing elimination of cookie-based tracking, could require us to incur substantial costs or to change our business practices,
including changing, limiting or ceasing altogether the collection, use, sharing, or transfer of data relating to consumers. Any of these effects could materially adversely affect our business, financial condition and operating results.
Our failure to collect state or local sales, use or other similar taxes could result in substantial tax liabilities, including for past sales, as well as penalties and interest, and our business could be materially adversely affected.
In general, we have not historically collected state or local sales, use or other similar taxes in any jurisdictions in which we do not have a tax nexus, in reliance on court decisions or applicable exemptions that restrict or preclude the imposition of obligations to collect state and local sales, use and other similar taxes with respect to online sales of our products. In addition, we have not historically collected state or local sales, use or other similar taxes in certain jurisdictions in which we do have a physical presence in reliance on applicable exemptions. On June 21, 2018, the U.S. Supreme Court decided, in South Dakota v. Wayfair, Inc., that state and local jurisdictions may, at least in certain circumstances, enforce a sales and use tax collection obligation on remote vendors that have no physical presence in such jurisdiction. A number of states have already begun, or have positioned themselves to begin, requiring sales and use tax collection by remote vendors and/or by online marketplaces. The details and effective dates of these collection requirements vary from state to state. It is possible that one or more jurisdictions may assert that we have liability for periods for which we have not collected sales, use or other similar taxes, and if such an assertion or assertions were successful it could result in substantial tax liabilities, including for past sales as well as penalties and interest, which could materially adversely affect our business, financial condition and operating results.
Changes in tax treatment of companies engaged in e-commerce could materially adversely affect the commercial use of our sites and our business, financial condition and operating results.
The decision of the U.S. Supreme Court in South Dakota v. Wayfair, Inc., discussed above, permits state and local jurisdictions, in certain circumstances, to impose sales and use tax collection obligation on remote vendors, and a number of states have already begun imposing such obligations on Internet vendors and online marketplaces. In addition, due to the global nature of the Internet, it is possible that various states might attempt to impose additional or new regulation on our business or levy additional or new sales, income or other taxes relating to our activities. Tax authorities at the federal, state, and local levels are currently reviewing the appropriate treatment of companies engaged in e-commerce. New or revised federal, state, or local tax regulations may subject us or our customers to additional sales, income, and other taxes. New or revised taxes and, in particular, sales taxes, value added taxes and similar taxes (including sales and use taxes that we may be required to collect as a result of the Wayfair decision) are likely to increase costs to our customers and increase the cost of doing business online (including the cost of compliance processes necessary to capture data and collect and remit taxes), and such taxes may decrease the attractiveness of purchasing products over the Internet. Any of these events could materially adversely affect our business, financial condition and operating results.
Our ability to use our net operating losses to offset future taxable income may be subject to certain limitations which could subject our business to higher tax liability.
We may be limited in the portion of net operating loss carryforwards that we can use in the future to offset taxable income for U.S. federal and state income tax purposes. As of December 31, 2022 and 2021, we had U.S. federal net operating loss carryforwards of $563.9 million and $460.9 million, respectively, and state net operating loss carryforwards of $249.7 million and $197.7 million, respectively, that are available to offset future tax liabilities. Of the $563.9 million of federal net operating loss carryforwards, $221.4 million was generated before January 1, 2018 and is subject to a 20-year carryforward period. The remaining $342.5 million can be carried forward indefinitely, but is subject to an 80% taxable income limitation, in any future taxable year. The pre-2018 federal and all state net operating losses will begin to expire in 2032 and 2033, respectively, if not utilized.
Furthermore, Section 382 of the Internal Revenue Code of 1986, as amended (“the Code”), limits the ability of a company that undergoes an “ownership change” (generally defined as a greater than 50 percentage point cumulative change (by value) in the equity ownership of certain stockholders over a rolling three-year period) to utilize net operating loss carryforwards and tax credit carryforwards and certain built-in losses recognized in years after the ownership change. Future changes in our stock ownership, some of which may be outside of our control, could result in an ownership change under Section 382 of the Code. In addition, Section 383 of the Code generally limits the amount of tax liability in any post-ownership change year that can be reduced by pre-ownership change tax credit carryforwards. If we were to undergo an “ownership change,” it could materially limit our ability to utilize our net operating loss carryforwards and other deferred tax assets.
Risks Related to Our Class A Common Stock
Our June 2023 reverse stock split may decrease the liquidity of the shares of our Class A Common Stock.
The liquidity of the shares of our Class A Common Stock, if the Merger does not close, may be affected adversely by the 1-for-12 reverse stock split we effected in June 2023 given the reduced number of shares that are outstanding following the reverse stock split, which may lead to reduced trading and a smaller number of market makers for our common stock, particularly if the price per share of our common stock is not sustained. In addition, the reverse stock split has increased the number of stockholders who own “odd lots” of less than 100 shares of our common stock. A purchase or sale of less than 100 shares of common stock may result in incrementally higher trading costs through certain brokers, particularly “full service” brokers. Therefore, those stockholders who own fewer than 100 shares of our common stock following the reverse stock split may be required to pay higher transaction costs if they sell their common stock.
The market price of our Class A Common Stock has been, and, if the Merger does not close, may in the future be highly volatile, and could be subject to wide fluctuations in response to various factors, some of which are beyond our control, and which could result in substantial losses for investors purchasing our shares.
The stock market in general and the market for our Class A Common Stock in particular has, from time to time, and, if the Merger does not close, may again, experience extreme volatility that has often been unrelated to the operating performance of particular companies. For example, since our initial public offering in June 2017, the market price of our Class A Common Stock has ranged from a high of $1980.00 (adjusted for the reverse stock splits that occurred in June 2019 and June 2023) to a low of $4.72 on July 27, 2023. Some of the factors that may cause the market price of our Class A Common Stock to fluctuate include:
•the outcome of the Merger;
•price and volume fluctuations in the overall stock market from time to time;
•volatility in the market price and trading volume of comparable companies;
•actual or anticipated changes in our earnings or liquidity needs or fluctuations in our operating results or in the expectations of securities analysts;
•announcements of new service offerings, strategic alliances or significant agreements by us or by our competitors;
•departure of key personnel;
•litigation involving us or that may be perceived as having an adverse effect on our business;
•changes in general economic, industry and market conditions and trends, including as a result of high inflationary pressures;
•investors’ general perception of us;
•sales or perceived sales of large blocks of our stock; and
•announcements regarding industry consolidation.
In the past, following periods of volatility in the market price of a company’s securities, securities class action litigation has often been brought against that company. For example, we have been subject to several putative class action lawsuits alleging federal securities law violations in connection with our initial public offering. Because of the past and the potential future volatility of our stock price, we may become the target of additional securities litigation in the future. Securities litigation could result in substantial costs and divert management’s attention and resources from our business.
Our quarterly operating results or other operating metrics may fluctuate significantly, which could cause the trading price of our Class A Common Stock to continue to decline.
Our quarterly operating results and other operating metrics have fluctuated in the past and may in the future fluctuate as a result of a number of factors, many of which are outside of our control and may be difficult to predict, including:
•the timing and amount of raising additional capital, if any;
•the level of demand for our service offerings and our ability to maintain our customer base,
•the timing and success of new service introductions by us or our competitors or any other change in the competitive landscape of our market;
•the mix of products sold;
•order rates by our customers;
•pricing pressure as a result of competition or otherwise;
•delays or disruptions in the respective supply chains of FreshRealm and FreshRealm’s suppliers;
•our ability to reduce costs;
•errors in our forecasting of the demand for our products, which could lead to lower net revenue or increased costs;
•seasonal or other variations in buying patterns by our customers;
•changes in and timing of sales and marketing and other operating expenses that we may incur;
•levels of customer credits and refunds;
•adverse litigation judgments, settlements or other litigation related costs;
•food safety concerns, regulatory proceedings or other adverse publicity about us or our products;
•costs related to the acquisition of businesses, talent, technologies or intellectual property, including potentially significant amortization costs and possible write downs;
•changes in consumer tastes and preferences and consumer spending habits; and
•general economic conditions, including general economic changes as a result of high inflationary pressures
Any one of the factors above or the cumulative effect of some or all of the factors above may result in significant fluctuations in our operating results.
The variability and unpredictability of our quarterly operating results or other operating metrics could result in our failure to meet our expectations or those of any analysts that cover us or investors with respect to net revenue or other operating results for a particular period. If we fail to meet or exceed such expectations for these or any other reasons, the market price of our Class A Common Stock could continue to fall substantially, and we could face costly lawsuits, including securities class action suits.
If securities or industry analysts do not publish research or reports about us, our business or our market, or if they publish negative evaluations of our stock or the stock of other companies in our industry, the price of our Class A Common Stock and trading volume could decline.
The trading market for our Class A Common Stock is influenced by the research and reports that industry or securities analysts may publish about us, our business, our market or our competitors. If the analyst(s) covering our business downgrade their evaluations of our stock or the stock of other companies in our industry, the price of our Class A Common Stock could decline. Since December 31, 2018, thirteen of the analysts who formerly covered our stock have ceased to cover our stock and we currently have only three analysts covering our stock, three of whom commenced coverage last year. If these analysts cease to cover our stock and other analysts do not begin to cover our stock, we could lose additional visibility in the market for our stock, which in turn could cause our stock price to decline further. The trading market for our Class A Common Stock is influenced by the research and reports that industry or financial analysts publish about us or our business. There can be no assurance that existing analysts will continue to cover us or that new analysts will begin to cover us. There is also no assurance that any covering analyst will provide favorable coverage. A lack of research coverage or adverse coverage may negatively impact the market price of our Class A Common Stock. In addition, if one or more of the analysts covering our business downgrade their evaluations of our stock or the stock of other companies in our industry, the price of our Class A Common Stock could decline.
Because we do not expect to pay any dividends on our Class A Common Stock for the foreseeable future, investors may never receive a return on their investment.
You should not rely on an investment in our Class A Common Stock to provide dividend income. We have never paid cash dividends to holders of our Class A Common Stock and do not anticipate that we will pay any cash dividends to holders of our Class A Common Stock in the foreseeable future. Instead, we plan to retain any earnings to maintain and support our existing operations. Accordingly, investors must rely on sales of their Class A Common Stock after price appreciation, which may never occur, as the only way to realize any return on their investment. As a result, investors seeking cash dividends should not purchase our Class A Common Stock.
Certain of our stockholders beneficially own, or could beneficially own, a significant portion of our outstanding Class A Common Stock, and therefore could have significant influence over the outcome of matters subject to stockholder approval, including a change of control, which may make our Class A Common Stock less attractive to some investors or otherwise harm our business and/or stock price.
On June 9, 2023, we issued to FreshRealm a warrant (the “Supplier Warrant”) to purchase 1,268,574 shares of our Class A Common Stock, at an exercise price of $0.01 per share, which represented 19.99% of our then outstanding Class A Common Stock. On a Schedule 13D filed on June 20, 2023, FreshRealm reported beneficially owning an aggregate of
1,268,574 shares of Class A Common Stock, by directly holding the Supplier Warrant. On September 28, 2023, and in connection with execution of the Merger Agreement, Parent and Purchaser entered into a Tender and Support Agreement (the “Support Agreement”) with FreshRealm. Pursuant to the Support Agreement, FreshRealm has agreed, among other things, (i) to tender all of the shares of Common Stock held by FreshRealm in the Offer, subject to certain exemptions (including the termination of the Merger Agreement), (ii) to vote against, among other things, other proposals to acquire us, and (iii) to certain other restrictions on its ability to take actions with respect to us and its shares of Common Stock. On October 11, 2023, pursuant to the Support Agreement, Fresh Realm exercised in full the Supplier Warrant to purchase 1,268,574 shares of Class A Common Stock. FreshRealm paid the exercise price on a cashless basis, resulting in us withholding 984 shares of the Subject Shares to pay the exercise price and issuing the remaining 1,267,590 shares of Class A Common Stock to FreshRealm. No fractional shares were issued. On a Schedule 13D/A filed on October 13, 2023, FreshRealm reported beneficially owning 1,267,590 shares of Class A common Stock or approximately 16.6% of the Class A Common Stock.
As a result of the exercise of the Supplier Warrant, FreshRealm is a significant holder of our voting Common Stock. Further, FreshRealm is our most significant commercial partner and as a significant holder of our voting Common Stock, coupled with FreshRealm’s rights under our commercial agreements with them, FreshRealm could potentially exert significant control over our business, operations, and strategic decisions. See the risk factor titled “We are highly dependent upon FreshRealm, as the exclusive manufacturer and supplier of our products, and the termination of, or material changes to, our relationship with FreshRealm or FreshRealm’s relationships with key suppliers or vendors could materially adversely affect our business, financial condition and operating results.” This influence—which could include significant influence over matters submitted to our stockholders for approval such as the election of directors and the approval of any merger, consolidation or sale of all or substantially all of our assets—could be contrary to your interests as a holder of our Class A Common Stock.
As of October 31, 2023, Joseph N. Sanberg and his affiliates owned 168,753 shares of our Class A Common Stock, and Mr. Sanberg and his affiliates also own warrants to purchase 772,635 shares of Class A Common Stock and are required to purchase 818,584 additional shares of Class A Common Stock at $67.80 per share (after adjusting for the 1-for-12 reverse stock split) under the RJB Purchase Agreement, although Mr. Sanberg and his affiliates have not yet funded the purchase price for such shares and the Company is evaluating its options and has reserved all rights and remedies. The warrants to purchase the 772,635 shares of Class A Common Stock are exercisable at exercise prices of $180.00, $216.00 and $240.00 (as adjusted for the 1-for-12 reverse stock split). Assuming full exercise of all outstanding warrants and fulfillment of the obligation to fund the purchase price for the shares of our Class A Common Stock under the RJB Purchase Agreement, and if the Merger does not close, Mr. Sanberg and his affiliates would own an aggregate of 1,759,972 shares of our Class A Common Stock, which would represent, 16.7% of our outstanding Class A Common Stock. The shares underlying the warrants are only entitled to voting rights upon exercise of such warrants. Additionally, pursuant to a purchase agreement, dated September 15, 2021, RJB is subject to a voting agreement, pursuant to which RJB agreed to cause all of our voting securities beneficially owned by it or certain of its affiliates, including Mr. Sanberg, in excess of 19.9% of the total voting power of our outstanding capital stock to be voted in proportion to, and accordance with, the vote of all of our stockholders, limiting the effective voting power of the securities beneficially held by Mr. Sanberg.
As a result of the foregoing, if the Merger does not close, assuming exercise of the applicable warrants and fulfillment of the obligation to fund the purchase price under the RJB Purchase Agreement, Mr. Sanberg and his affiliates could have significant influence over matters submitted to our stockholders for approval, including the election of directors and the approval of any merger, consolidation or sale of all or substantially all of our assets. This concentration of voting power, if realized, might delay, defer or prevent a change in control or delay or prevent a merger, consolidation, takeover or other business combination involving us on terms that other stockholders may desire, which, in each case, could adversely affect our business and/or the market price of our Class A Common Stock.
Substantial sales of shares of our Class A Common Stock could cause the market price of our Class A Common Stock to decline and/or result in dilution to our stockholders.
Sales of a substantial number of shares of our Class A Common Stock in the public market, or the perception that these sales might occur, could reduce the market price of our Class A Common Stock and could impair our ability to raise capital through the sale of additional equity or other securities. We are unable to predict the effect that such sales may have on the prevailing market price of our Class A Common Stock.
As of October 31, 2023, an aggregate of 17,812 shares of our Common Stock remained available for future grants under our equity incentive plans. The issuance of such shares would dilute the ownership of existing stockholders. Shares registered under our registration statements on Form S-8 are available for sale in the public market subject to vesting
arrangements and exercise of options, and the restrictions of Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”). If these shares are sold, or if it is perceived that they will be sold, in the public market, the trading price of our Class A Common Stock could decline.
Additionally, as of October 31, 2023, the holders of an aggregate of approximately 1,424,804 registrable securities have rights, subject to certain conditions, to include their securities in registration statements that we may file for ourselves or other stockholders, inclusive of the 14,749 shares of Class A Common Stock issued to Remember Bruce, LLC under the RJB Purchase Agreement. If the remaining amounts owed under the RJB Purchase Agreement are funded, then holders of an additional 818,584 shares of Class A Common Stock would have rights, subject to certain conditions, to include their securities in registration statements that we may file for ourselves or other stockholders. If we were to register these securities for resale, they could be freely sold in the public market. If these additional securities are sold, or if it is perceived that they will be sold, in the public market, the trading price of our Class A Common Stock could decline.
In connection with an amendment to our prior senior secured term loan, on the first day of each quarter that our senior secured notes were outstanding, beginning on or after July 1, 2021, we were obligated to issue warrants to the lenders to purchase such number of shares of Class A Common Stock as equals 0.50% of the then outstanding shares of our Common Stock on a fully-diluted basis and we were required to file a registration statement with the SEC to register for resale the shares of Class A Common Stock underlying the warrants. Pursuant to this obligation, (i) on July 1, 2021, we issued warrants to the lenders exercisable for an aggregate of 10,862 shares of Class A Common Stock, (ii) on October 1, 2021, we issued warrants to the lenders exercisable for an aggregate of 11,155 shares of Class A Common Stock, (iii) on January 1, 2022 we issued warrants to the lenders exercisable for an aggregate of 18,710 shares of Class A Common Stock, and (iv) on April 1, 2022, we issued warrants to the lenders exercisable for an aggregate of 19,668 shares of Class A Common Stock; all such warrants have been fully exercised, and a total of 60,396 shares of Class A Common Stock have been issued to the lenders upon such exercises. We have filed registration statements for the resale of such shares with the SEC.
On September 15, 2021, in connection with the private placement with Matthew Salzberg pursuant to the 2021 Purchase Agreement, we issued to Mr. Salzberg (i) 25,000 shares of Class A Common Stock, (ii) warrants to purchase 20,000 shares of Class A Common Stock at an exercise price of $180.00 per share, (iii) warrants to purchase 10,000 shares of Class A Common Stock at an exercise price of $216.00 per share, and (iv) warrants to purchase 5,000 shares of Class A Common Stock at an exercise price of $240.00 per share, for an aggregate purchase price of $3.0 million.
On November 4, 2021, in connection with the 2021 Purchase Agreement and concurrently with the closing of the rights offering, we issued to RJB an aggregate of (i) 522,151 shares of Class A Common Stock, (ii) warrants to purchase 417,696 shares of Class A Common Stock at an exercise price of $180.00 per share, (iii) warrants to purchase 208,848 shares of Class A Common Stock at an exercise price of $216.00 per share, and (iv) warrants to purchase 104,424 shares of Class A Common Stock at an exercise price of $240.00 per share, for an aggregate purchase price of $62.7 million in two private placements. On November 4, 2021, we entered into a registration rights agreement with RJB and Mr. Salzberg, pursuant to which RJB, Mr. Salzberg and their respective permitted transferees, including pledgees, have the right to request that we file a shelf registration statement with respect to all or a portion of the shares that they hold, which include (x) shares of Class A Common Stock held prior to the execution of the 2021 Purchase Agreement, and (y) shares of Class A Common Stock and shares of Class A Common Stock underlying the warrants purchased in connection with the 2021 Purchase Agreement. On December 10, 2021, we filed a registration statement for the resale of such shares and warrants with the SEC, which permits Mr. Sanberg, RJB, Mr. Salzberg and their respective permitted transferees, to sell such shares and/or warrants at any time and from time to time.
On February 14, 2022, in connection with a private placement with RJB pursuant to a purchase agreement (the “February Purchase Agreement”), we issued to RJB an aggregate of (i) 29,762 shares of Class A Common Stock, (ii) warrants to purchase 23,809 shares of Class A Common Stock at an exercise price of $180.00 per share, (iii) warrants to purchase 11,905 shares of Class A Common Stock at an exercise price of $216.00 per share, and (iv) warrants to purchase 5,952 shares of Class A Common Stock at an exercise price of $240.00 per share, for an aggregate purchase price of $5.0 million. On February 14, 2022, we entered into a registration rights agreement with RJB pursuant to which, among other things, RJB and its permitted transferees have the right to request that we file a shelf registration statement with respect to all or a portion of the shares of Class A Common Stock and shares underlying the warrants purchased in connection with the February Purchase Agreement.
On April 29, 2022, in connection with a private placement with RJB, pursuant to the RJB Purchase Agreement, we issued to (i) Long Live Bruce, LLC (“LLB”), which was assigned RJB’s rights to purchase the foregoing shares, an
aggregate of 138,889 shares of Class A Common Stock for an aggregate purchase price of $20.0 million, which was financed, according to Mr. Sanberg’s Schedule 13D filed on May 2, 2022 through a loan secured by a pledge of such shares of Class A Common Stock. On April 29, 2022, in connection with a separate private placement with Linda Findley, a director and our President and Chief Executive Officer, pursuant to a purchase agreement (the “Findley Purchase Agreement”), we issued to Ms. Findley an aggregate of 3,472 shares of Class A Common Stock. On April 29, 2022, (i) we and RJB entered into an amendment and restatement of the registration rights agreement entered into with RJB in connection with the February 2022 private placement, pursuant to which, among other things, RJB and its permitted transferees, including pledgees, have the right to request that we file a shelf registration statement with respect to all or a portion of the shares Class A Common Stock purchased in connection with the RJB Purchase Agreement and the shares of Class A Common Stock and shares underlying the warrants purchased in connection with the February Purchase Agreement, and (ii) a registration rights agreement with Ms. Findley, pursuant to which, among other things, Ms. Findley and her permitted transferees, including pledgees, have the right to request that we file a shelf registration statement with respect to all or a portion of the shares of Class A Common Stock purchased in connection with the Findley Purchase Agreement. On August 7, 2022 we and RJB entered into an amendment to the amended and restated registration rights agreement to establish certain registration rights in respect of the 14,749 shares of Class A Common Stock issued to Remember Bruce, LLC under the RJB Purchase Agreement in December 2022 and 818,584 additional shares of Class A Common Stock that we have agreed to issue to RJB at the closing of the transactions contemplated by the RJB Purchase Agreement, which are consistent with those registration rights in respect of the 138,889 shares of Class A Common Stock purchased by RJB on April 29, 2022.
The stockholders above, or their permitted transferees, including pledgees, could decide to sell their shares of Class A Common Stock into the market at any time, including on a rapid basis, and in one or more block trades or series of transactions, which could negatively impact the trading price of our Class A Common Stock.
On April 29, 2020, we filed a universal shelf registration statement on Form S-3 with the SEC, as amended by Amendment No. 1 to Form S-3 filed in July 2020 (the “2020 Shelf”), to register for sale from time to time up to $75.0 million of Class A Common Stock, preferred stock, debt securities and/or warrants in one or more offerings, which became effective on July 23, 2020. In addition, on November 7, 2022, we filed a universal shelf registration statement (the “2022 Shelf”) on Form S-3 with the SEC, to register for sale from time to time up to $100.0 million of Class A Common Stock, preferred stock, debt securities and/or warrants in one or more offerings, which became effective on November 10, 2022.
On October 3, 2022, we entered into an equity distribution agreement with Canaccord Genuity LLC, as sales agent (the “Sales Agent”), pursuant to which we could issue and sell shares of our Class A Common Stock having an aggregate offering price of up to $14,999,425 from time to time through the Sales Agent, pursuant to an “at-the-market” offering (the “October 2022 ATM”). The 385,231 shares of our Class A Common Stock issued and sold pursuant to the October 2022 ATM were issued and sold under our 2020 Shelf. In addition, on November 10, 2022, we entered into an equity distribution agreement with the Sales Agent, pursuant to which we could issue and sell shares of our Class A Common Stock having an aggregate offering price of up to $30.0 million from time to time through the Sales Agent, pursuant to an “at-the-market” offering (the “November 2022 ATM”). The 2,416,501 shares of our Class A Common Stock issued and sold pursuant to the November 2022 ATM were issued and sold under the 2022 Shelf. Furthermore, on February 10, 2023, we entered into an equity distribution agreement with the Sales Agent, pursuant to which we may issue and sell shares of our Class A Common Stock having an aggregate offering price of up to $70.0 million from time to time through the Sales Agent, pursuant to the February 2023 ATM. The shares of Class A Common Stock k issued and sold pursuant to the February 2023 ATM have been, if the Merger does not close, and will be, issued and sold under our 2022 Shelf. As of October 31, 2023, we have issued and sold 603,033 shares of Class A Common Stock pursuant to the February 2023 ATM.
In addition to issuing to FreshRealm the Supplier Warrant, on June 9, 2023, we also entered into a registration rights agreement with FreshRealm pursuant to which we agreed, among other things, to file a shelf registration statement with respect to the shares of Class A Common Stock underlying the Supplier Warrant (i) following the expiration of the period beginning on the issuance date of the Warrant and ending eighteen (18) months after the issuance date of the Supplier Warrant (the “Standstill/Lock-up Period”), within thirty (30) days of the date requested by FreshRealm and (ii) on such other date as mutually agreed by us and FreshRealm. Further, at any time following the expiration of the Standstill/Lock-up Period that the shelf registration statement is not effective, we are required upon a demand by FreshRealm to file and cause to be declared effective a shelf registration statement registering the resale of the shares of Class A Common Stock underlying the Supplier Warrant, provided that FreshRealm is entitled to no more than two (2) such demands in any twelve (12) month period. FreshRealm is also entitled to an aggregate of three (3) demands for underwritten offerings and other take-downs.
Sales of additional amounts of shares of our Class A Common Stock or other securities convertible into shares of Class A Common Stock, including the warrants issued to our prior lenders in connection with the amendment to our prior senior secured notes, the warrants issued pursuant to the 2021 Purchase Agreement and the February Purchase Agreement, and the Supplier Warrant, for which we have filed or are obligated to file shelf registrations with the SEC relating to the shares underlying those warrants, would dilute our stockholders’ ownership in us.
The exclusion of our Class A Common Stock from major stock indexes could adversely affect the trading market and price of our Class A Common Stock.
Prior to September 15, 2021, we had issued and outstanding shares of Class B Common Stock with ten votes per share. Since that date, all issued and outstanding shares of Class B Common Stock were converted into Class A Common Stock and all shares now consist of Class A Common Stock with one vote per share. However, because our Restated Certificate of Incorporation authorizes the issuance of different classes of stock with different voting rights, our Class A Common Stock could be excluded from stock indexes that exclude the securities of companies with unequal voting rights. Exclusion from stock indexes could make it more difficult, or impossible, for some fund managers to buy the excluded securities, particularly in the case of index tracking mutual funds and exchange traded funds. The exclusion of our Class A Common Stock from major stock indexes could adversely affect the trading market and price of our Class A Common Stock.
Anti-takeover provisions in our Restated Certificate of Incorporation and our Amended and Restated Bylaws, as well as provisions of Delaware law, might discourage, delay or prevent a change in control of our company or changes in our management and, therefore, depress the trading price of our Class A Common Stock.
Our restated certificate of incorporation and amended and restated bylaws and Delaware law contain provisions that may discourage, delay or prevent a merger, acquisition or other change in control that stockholders may consider favorable, including transactions in which you might otherwise receive a premium for your shares of our Class A Common Stock. These provisions may also prevent or delay attempts by our stockholders to replace or remove our management. Our corporate governance documents include provisions:
•establishing a classified board of directors with staggered three-year terms so that not all members of our board are elected at one time, such that following the 2023 annual meeting of stockholders, all directors will be up for election at the 2024 annual meeting of stockholders and, commencing with the 2024 annual meeting of stockholders, we will have a single class of directors subject to annual election for one-year terms;
•providing that directors may be removed by stockholders only for cause and only with a vote of the holders of at least 66 2/3% of the votes that all our stockholders would be entitled to cast for the election of directors;
•limiting the ability of our stockholders to call and bring business before special meetings and to take action by written consent in lieu of a meeting;
•requiring advance notice of stockholder proposals for business to be conducted at meetings of our stockholders and for nominations of candidates for election to the our board of directors;
•authorizing blank check preferred stock, which could be issued with voting, liquidation, dividend and other rights superior to our Class A Common Stock; and
•limiting the liability of, and providing indemnification to, our directors and officers.
As a Delaware corporation, we are also subject to provisions of Delaware law, including Section 203 of the DGCL, which limits the ability of stockholders holding shares representing more than 15% of the voting power of our outstanding voting stock from engaging in certain business combinations with us. Any provision of our restated certificate of incorporation or amended and restated bylaws, each as may be further amended and/or amended and restated from time to time, or Delaware law that has the effect of delaying or deterring a change in control could limit the opportunity for our stockholders to receive a premium for their shares of our Class A Common Stock, and could also affect the price that some investors are willing to pay for our Class A Common Stock.
Additionally, under certain circumstances, a reverse stock split of our Class A Common Stock could have an anti-takeover effect. For example, it may be possible for our board of directors to delay or impede a takeover or transfer of control of our company by causing the additional shares of our Class A Common Stock that may be available for issuance as a result of a reverse stock split to be issued to holders who might side with our board of directors in opposing a takeover bid that our board of directors determines is not in the best interests of our company or our stockholders. A reverse stock split, therefore, may have the effect of discouraging unsolicited takeover attempts. By potentially discouraging initiation of any such unsolicited takeover attempts, a reverse stock split may also limit the opportunity for our stockholders to dispose
of their shares at the higher price generally available in takeover attempts or that may be available under a merger proposal. A reverse stock split may have the effect of permitting our current management, including the current board of directors, to retain its position, and place it in a better position to resist changes that stockholders may wish to make if they are dissatisfied with the conduct of our company’s business.
The existence of the foregoing provisions and anti-takeover measures could limit the price that investors might be willing to pay in the future for shares of our Class A Common Stock. They could also deter potential acquirers of our company, thereby reducing the likelihood that you could receive a premium for your Class A Common Stock in an acquisition.
Our restated certificate of incorporation provides that the Court of Chancery of the State of Delaware is the sole and exclusive forum for substantially all disputes between us and our stockholders. Our restated certificate of incorporation further provides that the federal district courts of the United States of America are the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act. These choice of forum provisions could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or employees.
Our restated certificate of incorporation provides that the Court of Chancery of the State of Delaware is the sole and exclusive forum for (1) any derivative action or proceeding brought on behalf of our company, (2) any action asserting a claim of breach of fiduciary duty owed by any director, officer or other employee or stockholder of our company to us or our stockholders, (3) any action asserting a claim arising pursuant to any provision of the DGCL or as to which the DGCL confers jurisdiction on the Court of Chancery or (4) any action asserting a claim governed by the internal affairs doctrine. This choice of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers or other employees, which may discourage such lawsuits against us and our directors, officers and other employees. Alternatively, if a court were to find this choice of forum provision contained in our restated certificate of incorporation to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could materially adversely affect our business, financial condition and operating results.
Our restated certificate of incorporation further provides that, unless we consent in writing to the selection of an alternative forum, the federal district courts of the United States of America shall, to the fullest extent permitted by law, be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act.
Some members of our management team have limited experience managing a public company.
Some members of our management team have limited experience managing a publicly traded company, interacting with public company investors and/or complying with the increasingly complex laws pertaining to public companies. Our management team may not successfully or efficiently continue to manage being a public company subject to significant regulatory oversight and reporting obligations under the federal securities laws and the scrutiny of securities analysts and investors. These obligations and constituents require significant attention from our management team and could divert their attention away from the day-to-day management of our business, which could materially adversely affect our business, financial condition and operating results.
The requirements of being a public company may strain our resources, divert management’s attention and affect our ability to attract and retain qualified board members.
As a public company, we are subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act of 2002, the listing requirements of Nasdaq and, prior to the transfer of our stock exchange listing to Nasdaq, the NYSE, and other applicable securities rules and regulations. Compliance with these rules and regulations may continue to increase our legal and financial compliance costs, make some activities more difficult, time consuming or costly, and increase demand on our systems and resources, particularly after we are no longer an emerging growth company or a smaller reporting company. Among other things, the Exchange Act requires that we file annual, quarterly and current reports with respect to our business and operating results and maintain effective disclosure controls and procedures and internal control over financial reporting. In order to maintain and, if required, improve our disclosure controls and procedures and internal control over financial reporting to meet this standard, significant resources and management oversight may be required. As a result, management’s attention may be diverted from other business concerns, which could harm our business and operating results. Although we have already hired additional employees to comply with these requirements, we may need to hire even more employees in the future, which will increase our costs and expenses.
As a public company, we are required to evaluate our internal controls and during the evaluation and testing process, if we identify one or more material weaknesses in our internal control over financial reporting that we are unable to remediate before the end of the same fiscal year in which the material weakness is identified, we will be unable to assert that our internal controls are effective. If we are unable to assert that our internal control over financial reporting is effective, or if our auditors are unable to attest to management’s report on the effectiveness of our internal controls, which will be required after we are no longer an emerging growth company, we could lose investor confidence in the accuracy and completeness of our financial reports, which would cause the price of our Class A Common Stock to decline. As of December 31, 2022, our management has identified a material weakness in internal controls related to ineffective information technology general controls. For a more detailed discussion of this material weakness, see the risk factor herein entitled "We have identified a material weakness in our internal controls over financial reporting related to ineffective information technology general controls. Failure to establish and maintain effective internal controls in accordance with Section 404 of the Sarbanes-Oxley Act in the future could have a material adverse effect on our business and stock price."
In addition, changing laws, regulations and standards relating to corporate governance and public disclosure are creating uncertainty for public companies, increasing legal and financial compliance costs and making some activities more time consuming. These laws, regulations, and standards are subject to varying interpretations, in many cases due to their lack of specificity, and, as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. To comply with evolving laws, regulations and standards, we may need to invest additional resources, and this investment may result in increased general and administrative expense and a diversion of management’s time and attention from revenue generating activities to compliance activities. If our efforts to comply with new laws, regulations and standards differ from the activities intended by regulatory or governing bodies, regulatory authorities may initiate legal proceedings against us and our business could be materially harmed.
As a result of being a public company and the accompanying rules and regulations, it is more expensive for us to obtain director and officer liability insurance, and, in the future, we may be required to accept reduced coverage or incur substantially higher costs to obtain coverage. These factors could also make it more difficult for us to attract and retain qualified members of our board of directors, particularly to serve on our audit committee and compensation committee, and qualified executive officers.
We are a “smaller reporting company,” and the reduced disclosure requirements applicable to smaller reporting companies may make our Class A Common Stock less attractive to investors.
We qualify as a smaller reporting company, which allows us to take advantage of certain exemptions from disclosure requirements, including reduced disclosure obligations regarding executive compensation. In general, we will qualify as a smaller reporting company for as long as we have less than $250 million of public float (calculated as the aggregate market value of our Class A Common Stock and Class B Common Stock held by non-affiliates, based on the closing price of our Class A Common Stock on Nasdaq, or the stock exchange where our Class A Common Stock is listed, on the last business day of our second fiscal quarter). We cannot predict whether investors will find our Class A Common Stock less attractive if we rely on these exemptions. If some investors find our Class A Common Stock less attractive as a result, there may be a less active trading market for our Class A Common Stock and our stock price may be more volatile.
General Risk Factors
Higher labor costs due to statutory and regulatory changes could materially adversely affect our business, financial condition and operating results.
Various federal and state labor laws, including new laws and regulations enacted in response to COVID-19, govern our relationships with our employees, as well as FreshRealm’s relationships with its employees, and affect operating costs. These laws include employee classifications as exempt or non-exempt, minimum wage requirements, unemployment tax rates, workers’ compensation rates, overtime, family leave, workplace health and safety standards, payroll taxes, citizenship requirements and other wage and benefit requirements for employees classified as non-exempt. As our employees are paid at rates set at, or above but related to, the applicable minimum wage, further increases in the minimum wage could increase our labor costs. In addition, increases in the wages or benefits that FreshRealm provides to its employees could be passed through to us through increased prices under the Production and Fulfillment Agreement.
Significant additional government regulations could materially adversely affect our business, financial condition and operating results, either directly or indirectly.
Consumer or other litigation could adversely affect our financial condition and results of operations.
We have in the past and/or may in the future become subject to legal proceedings, disputes, claims, investigations, regulatory proceedings, or similar actions that arise in the ordinary course of business, such as claims brought by our customers in connection with commercial matters, or employment claims brought by our employees. Further, state or federal regulators could make inquiries and/or conduct investigations with respect to one or more of our products.
We have in the past and may again become a defendant in class action litigation, including litigation regarding employment practices, product labeling, public statements and disclosures under securities laws, antitrust, advertising, consumer protection and wage and hour laws. Due to the inherent uncertainties of litigation and regulatory proceedings, we cannot accurately predict the ultimate outcome of any such proceedings. Our defense costs and any resulting damage awards or settlement amounts may be significant and not be covered, or in some instances fully covered, by our insurance policies. Even if any such litigation or claims lack merit, the process of defending against these claims may result in substantial costs to the business and divert management’s attention and resources, which can harm our business, operating results and financial condition. Any adverse publicity resulting from allegations made in litigation claims or legal proceedings may also adversely affect our reputation, which in turn could adversely affect our operating results.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Recent Sales of Unregistered Equity Securities
Not applicable.
Use of Proceeds
Not applicable.
Item 3. Defaults Upon Senior Securities
Not applicable.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
Not applicable.
Item 6. Exhibits
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| Exhibit | | Description |
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2.1† | | |
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| 2.2 | | |
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| 10.1* | | |
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| 10.2*** | | |
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| 31.1* | | |
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| 31.2* | | |
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| 32.1** | | |
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| 32.2** | | |
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| 101.INS* | | Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document |
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| 101.SCH* | | Inline XBRL Taxonomy Extension Schema Document |
| | |
| 101.CAL* | | Inline XBRL Taxonomy Extension Calculation Linkbase Document |
| | |
| 101.DEF* | | Inline XBRL Taxonomy Extension Definition Linkbase Document |
| | |
| 101.LAB* | | Inline XBRL Taxonomy Extension Label Linkbase Document |
| | |
| 101.PRE* | | Inline XBRL Taxonomy Extension Presentation Linkbase Document |
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| 104 | | Cover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibits 101) |
*Filed herewith.
**Furnished herewith.
*** Portions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K.
† Schedules and similar attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby agrees to supplementally furnish to the SEC upon request any omitted schedule or similar attachment to Exhibit 2.1.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| | | | | |
| BLUE APRON HOLDINGS, INC. |
| |
Date: November 9, 2023 | /s/ Linda Findley |
| Linda Findley |
| President, Chief Executive Officer, and Director |
| (Principal Executive Officer) |
| |
Date: November 9, 2023 | /s/ Mitch Cohen |
| Mitch Cohen |
| Interim Chief Financial Officer and Treasurer |
| (Principal Financial and Accounting Officer) |
Exhibit 10.1
SEPARATION AND RELEASE OF CLAIMS AGREEMENT
This Separation and Release of Claims Agreement (the “Agreement”) is made as of the Agreement Effective Date (as defined below) by and between Blue Apron, LLC (the “Company”), an affiliate of Blue Apron Holdings, Inc. (“Blue Apron” and, collectively with its affiliates, including the Company, the “Company Group”) and Irina Krechmer (“Executive”) (together, the “Parties”).
WHEREAS, Executive’s last day of employment with the Company will be August 4, 2023 (the “Separation Date”);
WHEREAS, the Parties wish to establish terms for Executive’s separation from the Company;
WHEREAS, the Parties agree that the benefits and rights set forth in this Agreement shall be the exclusive benefits and rights due Executive.
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:
1.Termination – As of the Separation Date, Executive’s employment will terminate and Executive will cease to hold the position of Chief Technology Officer of any company in the Company Group or the authorities commensurate with that position set forth in the Company’s delegation of authority. In addition, as of the Separation Date, Executive is no longer deemed to be an (i) “officer” of any company in the Company Group within the meaning of Rule 16a-1(f) under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), and (ii) an “executive officer” of any Company in the Company Group within the meaning of Rule 3b-7 under the Exchange Act. As of the Separation Date, all salary payments from the Company will cease and any benefits Executive had as of the Separation Date under benefit plans, programs, or practices of the Company will terminate, except as required by federal or state law.
2.Separation Benefits – Provided Executive (a) signs and returns this Agreement no later than the Return Date (as defined below) but no earlier than the Separation Date, and (b) does not revoke this Agreement during the Revocation Period (as defined below), the Company will, in exchange for Executive’s commitments and obligations set forth in this Agreement, provide Executive with the following separation benefits (the “Separation Benefits”):
a.Severance Pay – Commencing on the Company’s first regularly scheduled payroll date that follows the Agreement Effective Date and continuing for six (6) months thereafter in accordance with the Company’s regular payroll practices, the Company will continue to pay to Executive, as severance pay, her base salary rate as of the Receipt Date (as defined below), less all applicable taxes and withholdings.
b.Bonus – The Company will make a one-time lump sum payment to you in the amount of 178,865.77 (less all applicable deductions and withholdings), which is equivalent to your 2023 target bonus, pro-rated for the period of employment (the “Bonus”), and for which the Company will issue you a Form W-2. The Bonus will be paid on the date on which the Company would pay the 2023 Bonus if you remained employed. For avoidance of doubt, the period of employment for which the Bonus will be pro-rated is January 1, 2023 through August 4, 2023.
c.Group Health Insurance – Should Executive be eligible for and timely elect to continue receiving group health insurance coverage under the law known as COBRA, the Company will, commencing on the Separation Date and continuing until the earlier of (x)
the date that is six (6) months following the Separation Date, and (y) the end of the calendar month in which Executive becomes eligible to receive group health insurance coverage under another employer’s benefit plan (the “COBRA Contribution Period”), continue to pay the share of the premiums for such coverage to the same extent it was paying such premiums on Executive’s behalf immediately prior to the Separation Date. The remaining balance of any premium costs during the COBRA Contribution Period, and all premium costs thereafter, shall be paid by Executive on a monthly basis for as long as, and to the extent that, Executive remains eligible for COBRA continuation. Executive agrees that, should she become eligible for group health insurance coverage through another employer prior to the date that is six (6) months following the Separation Date, she will inform the Company in writing within five (5) business days of so becoming eligible.
d.Outplacement Services – If requested by Executive, the Company will arrange and pay for reasonable outplacement services (“Outplacement Benefits”) with a provider selected by the Company in its sole discretion for up to six (6) months following the Agreement Effective Date; provided, however, that if Executive commences new employment prior to the conclusion of such six-month period, Executive’s Outplacement benefits shall immediately cease upon commencement of such new employment.
e.Equity – Subject to and upon the occurrence of the Agreement Effective Date (as defined in Section 14 below), all unvested equity awards listed on Schedule 1 hereto which would otherwise vest after the Separation Date solely based on continued service will accelerate and become vested in full as of the Agreement Effective Date. For the avoidance of doubt, all equity awards consisting of Performance Stock Units or any other equity that is unvested as of the Separation Date will be forfeited.
Other than the Separation Benefits, Executive acknowledges that she will not be eligible for, nor shall she have a right to receive, any payments or benefits from the Company following the Separation Date.
3.Release of Claims – In exchange for the Separation Benefits, which Executive acknowledges she would not otherwise be entitled to receive, Executive hereby fully, forever, irrevocably and unconditionally releases, remises and discharges the Company, its affiliates, subsidiaries, parent companies, predecessors, and successors, and all of their respective past and present officers, directors, stockholders, partners, members, employees, agents, representatives, plan administrators, attorneys, insurers and fiduciaries (each in their individual and corporate capacities) (collectively, the “Released Parties”) from any and all claims, charges, complaints, any other form of action, any other form of relief, or any other recovery of damages or monetary relief, asserted or unasserted (including attorneys’ fees and costs), of every kind and nature that Executive ever had or now has against any or all of the Released Parties up to the date on which she signs this Agreement, whether known or unknown, including, but not limited to, any and all claims arising out of or relating to Executive’s employment with and/or separation from the Company and service as an officer, director or manager of the Company, including, but not limited to, all claims under Title VII of the Civil Rights Act of 1964, 42 U.S.C. § 2000e et seq., the Americans With Disabilities Act of 1990, 42 U.S.C. § 12101 et seq., the Age Discrimination in Employment Act, 29 U.S.C. § 621 et seq., the Genetic Information Nondiscrimination Act of 2008, 42 U.S.C. § 2000ff et seq., the Family and Medical Leave Act, 29 U.S.C. § 2601 et seq., the Worker Adjustment and Retraining Notification Act (“WARN”), 29 U.S.C. § 2101 et seq., the Rehabilitation Act of 1973, 29 U.S.C. § 701 et seq., Executive Order 11246, Executive Order 11141, the Fair Credit Reporting Act, 15 U.S.C. § 1681 et seq., and the Employee Retirement Income Security Act of 1974 (“ERISA”), 29 U.S.C. § 1001 et seq., all as amended; all claims arising out of the New York Human Rights Law, N.Y. Exec. Law § 290 et seq., the New York City Human Rights Law, N.Y.C. Admin. Code § 8-101 et seq., the New York Civil Rights Law, N.Y. Civ. Rights Law § 1 et seq., N.Y. Civ. Rights Law § 47-a (New York disability discrimination law), N.Y. Lab. Law § 190 et seq. (New York wage payment laws), N.Y. Lab. Law § 190 (New York equal pay law), the New York Minimum Wage Act, N.Y. Lab. Law § 650
et seq., and N.Y. Lab. Law § 740 (New York whistleblower protection law), all as amended; all claims arising out of the New Jersey Law Against Discrimination, N.J. Stat. Ann. § 10:5-1 et seq., the New Jersey Family Leave Act, N.J. Stat. Ann. § 34:11B-1 et seq., N.J. Stat. Ann. § 34:11D-1 et seq. (New Jersey sick leave law), N.J. Stat. Ann. § 34:11-2 et seq. (New Jersey wage payment law), the New Jersey Diane B. Allen Equal Pay Act, N.J. Stat. Ann. § 34:11-56.1 et seq., the New Jersey Conscientious Employee Protection Act, and N.J. Stat. Ann. § 34:19-1 et seq. (New Jersey whistleblower protection law), all as amended; all common law claims including, but not limited to, actions in defamation, intentional infliction of emotional distress, misrepresentation, fraud, wrongful discharge, and breach of contract (including, without limitation, all claims arising out of or related to the Executive Severance Benefits Plan); all claims to any non-vested ownership interest in the Company or any of its affiliates, contractual or otherwise; all state and federal whistleblower claims to the maximum extent permitted by law; and any claims (including claims for retaliation) under any theory or statute not expressly referenced above; provided, however, that nothing in this release of claims prevents Executive from filing a charge with, cooperating with, or participating in any investigation or proceeding before, the Equal Employment Opportunity Commission or a state fair employment practices agency (except that Executive acknowledges that she may not recover any monetary benefits in connection with any such charge, investigation, or proceeding, and Executive further waives any rights or claims to any payment, benefit, attorneys’ fees or other remedial relief in connection with any such charge, investigation or proceeding).
4.Continuing Obligations – Executive acknowledges and reaffirms her continuing obligations to the Company pursuant to her employee Non-Disclosure and Invention Assignment Agreement (“NDIAA”), which remain in full force and effect.
5.Return of Company Property – Executive confirms that she has returned to the Company all keys, files, records (and copies thereof), equipment (including, but not limited to, computer hardware, software, printers, flash drives and other storage devices, wireless handheld devices, cellular phones, tablets, etc.), Company identification, and any other Company-owned property in her possession or control, and that she has left intact all, and will not otherwise destroy, delete, or make inaccessible to the Company any, electronic Company documents, including, but not limited to, those that she developed or helped to develop during her employment. Executive further represents that she has not (a) retained any copies in any form or media; (b) maintained access to any copies in any form, media, or location; (c) stored any copies in any physical or electronic locations that are not readily accessible or known to the Company or that remain accessible to her; or (d) sent, given, or made accessible any copies to any persons or entities that the Company has not authorized to receive such electronic or hard copies. Executive further represents that she has cancelled all accounts for her benefit, if any, in the Company’s name, including but not limited to, credit cards, telephone charge cards, cellular phone accounts, and computer accounts.
6.Confidentiality – Executive understands and agrees that, except as otherwise permitted by Section 8 below or agreed to in writing by the Company, the terms of this Agreement and the contents of the negotiations and discussions resulting in this Agreement shall be maintained as confidential by Executive and her agents and representatives and shall not be disclosed by Executive or her agents and representatives.
7.Non-Disparagement – Executive understands and agrees that, except as otherwise permitted by Section 8 of this Agreement below, she will not, in public or private, make any false, disparaging, negative, critical, adverse, derogatory or defamatory statements, whether orally or in writing, including online (including, without limitation, on any social media, networking, or employer review site) or otherwise, to any person or entity, including, but not limited to, any media outlet, industry group, financial institution, or current or former employee, board member, consultant, shareholder, client or customer of the Company, regarding the Company or any of the other Released Parties, or regarding the business, operations, products, performance, prospects, or financial condition of the Company or any of the other Released Parties; provided, however, that nothing in this Section 7 is intended to limit Executive’s right to provide honest feedback and/or
reviews to the Company through its Customer Experience department or other customer feedback provided to the Company such as recipe reviews.
8.Scope of Disclosure Restrictions – Executive understands that nothing in this Agreement or elsewhere prohibits Executive from filing a charge or complaint with the Securities and Exchange Commission or any other federal, state, or local governmental regulatory or law enforcement agency (“Government Agencies”). Executive further understands that nothing in this Agreement or elsewhere limits Executive’s ability to, without notice or approval from the Company, communicate with any Government Agencies or otherwise participate in or fully cooperate with any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information to a Government Agency, nor does it limit Executive’s right to participate in the Securities and Exchange Commission’s whistleblower program. Further, notwithstanding Executive’s confidentiality and nondisclosure obligations, Executive is hereby advised as follows pursuant to the Defend Trade Secrets Act: “An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that (A) is made (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual (A) files any document containing the trade secret under seal; and (B) does not disclose the trade secret, except pursuant to court order.”
9.Cooperation – Executive agrees that, to the extent permitted by law, she will fully cooperate with the Company in the investigation, defense or prosecution of any claims or actions which already have been brought, are currently pending, or which may be brought in the future against the Company by a third party or by or on behalf of the Company against any third party, whether before a state or federal court, any state or federal government agency, or a mediator or arbitrator. Executive’s cooperation in connection with such claims or actions shall include, but not be limited to, being available to meet with the Company’s counsel, at reasonable times and locations designated by the Company, to investigate or prepare the Company’s claims or defenses, to prepare for trial or discovery or an administrative hearing, mediation, arbitration or other proceeding, to provide any relevant information in her possession, and to act as a witness when requested by the Company. Executive further agrees that, to the extent permitted by law, she will notify the Company promptly in the event that she is served with a subpoena (other than a subpoena issued by a Government Agency), or in the event that she is asked to provide a third party (other than a Government Agency) with information concerning any actual or potential complaint or claim against the Company.
10.Business Expenses; Final Compensation – Executive acknowledges that she has been reimbursed by the Company for all reasonable business expenses incurred in conjunction with the performance of her employment and that no other reimbursements are owed to her. Executive further acknowledges that she has received all compensation due to her from the Company, including, but not limited to, all wages, bonuses and accrued, unused vacation time, and that she is not eligible for or entitled to receive any additional payments or consideration from the Company other than the Separation Benefits.
11.Amendment and Waiver – This Agreement shall be binding upon the Parties and may not be modified in any manner, except by an instrument in writing of concurrent or subsequent date signed by duly authorized representatives of the Parties. This Agreement is binding upon and shall inure to the benefit of the Parties and their respective agents, assigns, heirs, executors, administrators, personal representatives, and successors. No delay or omission by either Party in exercising any right under this Agreement shall operate as a waiver of that or any other right. A waiver or consent given by the Company on any one occasion shall be effective only in that instance and shall not be construed as a bar to or waiver of any right on any other occasion.
12.Validity – Should any provision of this Agreement be declared or be determined by any court of competent jurisdiction to be illegal or invalid, the validity of the remaining parts, terms or provisions shall not be affected thereby and said illegal or invalid part, term or provision shall be deemed not to be a part of this Agreement.
13.Nature of Agreement – The Parties understand and agree that this Agreement is a separation and release of claims agreement and does not constitute an admission of liability or wrongdoing on the part of the Company or any of the other Released Parties.
14.Time for Consideration and Revocation – Executive acknowledges that she was initially presented with this Agreement on July 19, 2023 (the “Receipt Date”). Executive understands that this Agreement shall be of no force or effect, and she will not be eligible to receive the Separation Benefits hereunder, unless she (a) signs and returns this Agreement no earlier than the Separation Date but no later than September 2, 2023 (the “Return Date”), and (b) does not revoke this Agreement within the seven (7) day period after signing it (the “Revocation Period”). This Agreement will not become effective or enforceable until the day following the expiration of the Revocation Period (the “Agreement Effective Date”).
15.Acknowledgements – Executive acknowledges that she has been given at least forty-five (45) days to consider this Agreement (the “Consideration Period”), and that the Company is hereby advising her to consult with an attorney of her own choosing prior to signing this Agreement. Executive further acknowledges and agrees that any changes made to this Agreement following the Receipt Date, whether material or immaterial, shall not re-start or affect in any manner the Consideration Period. Executive understands that she may revoke this Agreement during the Revocation Period by notifying the Company’s General Counsel,in writing by certified mail email at the address below, and that this Agreement shall not be effective or enforceable until the expiration of the Revocation Period. Executive understands and agrees that by entering into this Agreement, she is waiving any and all rights or claims she might have under the Age Discrimination in Employment Act, as amended by the Older Workers Benefit Protection Act, and that she has received consideration beyond that to which she was previously entitled.
General Counsel
Blue Apron, LLC
28 Liberty St., 28th Floor
New York, NY 10005
legalnotices@blueapron.com
16.Voluntary Assent – Executive affirms that no other promises or agreements of any kind have been made to or with Executive by any person or entity whatsoever to cause her to sign this Agreement, and that she fully understands the meaning and intent of this Agreement and has had the opportunity to be represented by counsel of her own choosing. Executive further states and represents that she has carefully read this Agreement, understands the contents herein, freely and voluntarily assents to all of the terms and conditions hereof, and signs her name of her own free act.
17.Governing Law and Forum; Waiver of Jury Trial – This Agreement shall be interpreted and construed by the laws of the State of New York, without regard to conflict of laws provisions. Each of the Parties hereby irrevocably submits to and acknowledges and recognizes the exclusive jurisdiction and venue of the courts of the State of New York, or if appropriate, the United States Federal Court sitting in the State of New York (which courts, for purposes of this Agreement, are the only courts of competent jurisdiction), and waives any objection to laying venue in any such action or proceeding in such courts, and waives any objection that such courts are an inconvenient forum or do not have jurisdiction over either Party. Each Party to this Agreement hereby irrevocably waives any and all right to trial by jury in any legal proceeding arising out of or related to this Agreement.
18.Entire Agreement – This Agreement contains and constitutes the entire understanding and agreement between the Parties hereto with respect to Executive’s separation from the Company,
separation benefits, and the settlement of claims against the Released Parties, and cancels all previous oral and written negotiations, agreements, commitments and writings in connection therewith.
19.Tax Acknowledgement – In connection with the Separation Benefits provided to Executive pursuant to this Agreement, the Company shall withhold and remit to the tax authorities the amounts required under applicable law, and Executive shall be responsible for all applicable taxes owed by her with respect to such Separation Benefits under applicable law. Executive acknowledges that she is not relying upon the advice or representation of the Company with respect to the tax treatment of any of the Separation Benefits set forth in this Agreement. Executive further acknowledges and agrees that the Company is not making any representations or warranties to her and shall have no liability to her or any other person if any provisions of or payments and benefits provided under this Agreement are determined to constitute deferred compensation subject to Section 409A of the Internal Revenue Code but not to satisfy an exemption from, or the conditions of, that Section.
20.Counterparts – This Agreement may be executed in two counterparts, each of which shall be deemed to be an original, but both of which together will constitute one and the same Agreement. Facsimile and PDF signatures shall be deemed to be of equal force and effect as originals.
[Remainder of page intentionally left blank]
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date(s) written below.
BLUE APRON, LLC
By: _/s/ Terri Leitgeb___________________ Date:_____August 7, 2023________
Name: ___Terri Leitgeb________________
Title: ____Chief People Officer____________
I hereby agree to the terms and conditions set forth above. I have been given forty-five (45) days to consider this Agreement, and I have chosen to execute this on the date below. I intend that this Agreement will become a binding agreement between me and the Company if I do not revoke my acceptance in writing to the Company within seven (7) days following the date below and I understand that my receipt of the Separation Benefits described herein is contingent upon my non-revocation of this Agreement.
Irina Krechmer
_/s/ Irina Krechmer__________________________ Date:____August 5, 2023________
EXHIBIT A
DECISIONAL UNIT INFORMATION
The following information is provided under federal law to assist you in making a decision whether to sign this Agreement and accept the severance benefits offered by the Company:
1. Decisional Unit. The decisional unit for this reduction in force is C-Level Executives (the “Decisional Unit”).
2. Eligibility. All persons included in the Decisional Unit are eligible for the program. All persons who are being terminated in the reduction in force are selected for the program.
3. How Long to Decide. You will have up to forty-five (45) days from the receipt of this Agreement in which to decide whether to sign this Agreement. The offer of severance benefits contained in this Agreement will expire on the forty-sixth (46th) day after it is provided to you. Please note that once you have signed this Agreement, you will have seven (7) days to revoke your signature and acceptance of the terms of this Agreement.
4. Selection Information. Federal law provides certain information be given to you concerning individuals who were eligible and selected for the reduction in force and individuals who were eligible but not selected for the reduction in force. This information is provided below:
Job Titles and Ages of Individuals in the Decisional Unit, and Whether Selected for the Reduction in Force and Eligible for Severance Benefits
| | | | | | | | |
| Job Title | Age(s) (as of July 18, 2023) | Selected for RIF and Eligible for Severance? |
| Chief Executive Officer | 50 | N |
| Chief Revenue Officer | 53 | N |
| Chief Technology Officer | 52 | Y |
| Chief People Officer | 52 | N |
| General Counsel and Corporate Secretary | 51 | N |
SCHEDULE 1
RSUs To Vest On Agreement Effective Date
| | | | | | | | | | | |
| Grant Date | Shares Granted | Vested | Unvested |
| 8/25/2019 | 4,493 | 4,212 | 281 |
| 8/25/2019 | 1,997 | 1,872 | 125 |
| 2/27/2020 | 625 | 507 | 118 |
| 5/25/2020 | 625 | 505 | 120 |
| 8/25/2020 | 625 | 507 | 118 |
| 12/2/2020 | 625 | 507 | 118 |
| 2/25/2022 | 1,751 | 729 | 1,022 |
| 2/25/2023 | 2,500 | 0 | 2,500 |
| 2/25/2023 | 3,125 | 260 | 2,865 |
| | | |
| Total | 16,366 | 9,099 | 7,267 |
Certain identified information has been excluded from the exhibit because it is both (i) not material and (ii) is the type of information that the registrant treats as private or confidential. Double asterisks denote omissions.
Exhibit 10.2
Execution Version
AMENDMENT NO. 1 TO PRODUCTION AND FULFILLMENT AGREEMENT
THIS AMENDMENT NO. 1 TO PRODUCTION AND FULFILLMENT AGREEMENT (this “Amendment No. 1”) is entered into as of August 25, 2023 (“Amendment No. 1 Effective Date”) by and between Blue Apron, LLC, a Delaware limited liability company (“Blue Apron”), and FreshRealm, Inc., a Delaware corporation (“FreshRealm”).
WHEREAS, Blue Apron and FreshRealm are parties to that certain Production and Fulfilment Agreement, made and entered into on June 9, 2023, by and between Blue Apron and FreshRealm (as amended from time to time, the “P&F Agreement”); and
WHEREAS, the parties hereto mutually desire to amend the P&F Agreement as set forth herein.
NOW, THEREFORE, in consideration of the foregoing and the respective covenants and agreements set forth below, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1.Terms. Capitalized terms used but not defined in this Amendment shall have the respective meanings ascribed to them in the P&F Agreement. References to sections are references to sections of the P&F Agreement and not of this Amendment No. 1.
2.Effects of Amendment No. 1. This Amendment No. 1 amends the P&F Agreement solely to the extent expressly provided below as of the Amendment No. 1 Effective Date. In all other respects, the P&F Agreement continues in full force and effect and is ratified in all respects. Any references in the P&F Agreement to the “Agreement” will be deemed to mean the P&F Agreement as amended by this Amendment No. 1. The provisions of the P&F Agreement apply to this Amendment No. 1. If there is a conflict between the provisions of this Amendment No. 1 and the P&F Agreement, the provisions of this Amendment No. 1 control.
3.Amendment to Schedule 7(e). Schedule 7(e) of the P&F Agreement is hereby amended by deleting such Schedule in its entirety and replacing it with Schedule 7(e) attached hereto solely to add the bold underline language and delete the strikethrough language in Schedule 7(e) attached hereto.
[Remainder of Page Intentionally Left Blank.]
IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 1 to Production and Fulfillment Agreement effective as of the Amendment No. 1 Effective Date.
| | | | | |
| BLUE APRON, By: /s/ Linda Findley
Name: Linda Findley
Title: President and Chief Executive Officer |
| FreshRealm, Inc. By: /s/ Michael Lippold
Name: Michael Lippold
Title: Chief Executive Officer |
Schedule 7(e)
PFA Volume Rebate
Only during the Time Period in the table below, Blue Apron will earn a Recipe Unit Rebate and an NPI Rebate (together, the “PFA Volume Rebate”) as follows:
•Recipe Unit Product Rebate. The “Recipe Unit Rebate” is the increase in Recipe Unit Product sales in a calendar quarter in 2024 and 2025 above the quantity of Recipe Unit Products sold in the same quarter in 2023 (with the respective quarterly 2023 Recipe Unit Product sales, the “2023 Quarterly Comparison Baseline”) multiplied by the PFA Volume Rebate per Unit in the table below up to the Maximum Total PFA Volume Rebate in the table below. FreshRealm will pay Blue Apron the Recipe Unit Rebate only for Recipe Unit Products that Blue Apron actually purchases and pays for in the respective calendar quarter in 2024 and 2025 before such Recipe Unit Product will be counted towards the volume in that quarter in 2024 or 2025. Blue Apron must pay FreshRealm’s invoice for the applicable Recipe Unit Product before that Product will count towards the Recipe Unit Rebate for that calendar quarter, and in determining the applicable quarter in which to count a Recipe Unit Product towards a Recipe Unit Rebate, the date will be based on the date that Blue Apron paid FreshRealm for the Product.
o[**].
•NPI Rebate. The “NPI Rebate” is the quantity of NPI Products that Blue Apron actually purchases each calendar quarter from FreshRealm multiplied by the PFA Volume Rebate per Unit in the table below up to the Maximum Total PFA Volume Rebate in the table below. Blue Apron will earn the NPI Rebate only for NPI Products that Blue Apron actually purchases in calendar quarter in 2024 and 2025 before such Recipe Unit Product will be counted towards the volume in the respective quarter in 2024 or 2025. Blue Apron must pay FreshRealm’s invoice. Title to the applicable NPI Product must transfer from FreshRealm to Blue Apron before that NPI Product will count towards the NPI Rebate for that calendar quarter, and in determining the applicable quarter in which to count a NPI Product towards an NPI Rebate, the date will be based on the date that title to the NPI Product so transfers. However, in no event shall FreshRealm be required to pay the NPI Rebate for a given NPI Product until Blue Apron has paid for that NPI Product.
o[**].
Notwithstanding the foregoing, FreshRealm will not pay any Recipe Unit Rebate or NPI Rebate unless Blue Apron also meets the Adjusted EBITDA requirements below for the applicable quarter. Blue Apron will provide a report showing Adjusted EBITDA for the calendar quarter and, following the 4th calendar quarter, year-to-date Adjusted EBITDA, in each case, by [**] following the end of the applicable calendar quarter along with supporting documentation to substantiate the Adjusted EBITDA calculation. FreshRealm will pay Blue Apron the PFA Volume Rebate within [**] following receipt and confirmation of the Adjusted EBITDA report.
| | | | | | | | | | | | | | |
| Unit Type | Baseline Quarterly Volume (Units) | PFA Volume Rebate per Unit (above 2023 Quarterly Comparison Baseline as applicable)* | Time Period | Maximum Total PFA Volume Rebate* |
| Recipe Unit Products | 2023 Quarterly Comparison Baseline | $[**] | January 1, 2024 through December 31, 2025 | $[**] |
| NPI Products | 0 | $[**] | January 1, 2024 to December 31, 2025 | $[**] |
*If the Net Revenue for Blue Apron’s sales of NPI Products in the 3rd quarter of 2024 multiplied by 4 equals $[**] or more, then FreshRealm will pay Blue Apron $[**] or such lesser amount remaining in the Maximum Total PFA Volume Rebate for Recipe Unit Products (the “NPI Bonus Payment”). The NPI Bonus Payment will then be deducted from the Maximum Total PFA Volume Rebate for Recipe Unit Products. “Net Revenue” means gross sales minus promotional discounts, actual customer credits and refunds, as well as credits and refunds expected to be issued. Blue Apron will provide a report showing Net Revenue for 3rd quarter of 2024 by [**] following the end of the applicable calendar quarter along with supporting documentation to substantiate the Net Revenue calculation. FreshRealm will pay Blue Apron the NPI Bonus Payment within [**] following receipt and confirmation of the Net Revenue report. For clarification, the PFA Volume Rebate will not exceed a total of $[**] and any NPI Bonus Payment is only made as an offset to the Maximum Total PFA Volume Rebate for Recipe Unit Products.
Adjusted EBITDA Requirements:
| | | | | |
Calendar Quarter
(for each of 2024
and 2025) | Adjusted EBITDA Requirement |
| 1 | [**] |
| 2 | [**] |
| 3 | [**] |
| 4 | [**] |
EXHIBIT 31.1
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Linda Findley, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of Blue Apron Holdings, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)), for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| | | | | |
Date: November 9, 2023 | |
| /s/ Linda Findley |
| Linda Findley |
| President and Chief Executive Officer |
| (Principal Executive Officer) |
EXHIBIT 31.2
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Mitch Cohen, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of Blue Apron Holdings, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)), for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| | | | | |
Date: November 9, 2023 | |
| /s/ Mitch Cohen |
| Mitch Cohen |
| Interim Chief Financial Officer and Treasurer |
| (Principal Financial and Accounting Officer) |
EXHIBIT 32.1
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I, Linda Findley, certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge, the Quarterly Report on Form 10-Q of Blue Apron Holdings, Inc. for the fiscal quarter ended September 30, 2023 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and the information contained in such Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of Blue Apron Holdings, Inc.
| | | | | |
| /s/ Linda Findley | |
| Linda Findley | |
| President and Chief Executive Officer | |
| (Principal Executive Officer) | |
November 9, 2023 | |
EXHIBIT 32.2
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I, Mitch Cohen, certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge, the Quarterly Report on Form 10-Q of Blue Apron Holdings, Inc. for the fiscal quarter ended September 30, 2023 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and the information contained in such Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of Blue Apron Holdings, Inc.
| | | | | |
| /s/ Mitch Cohen | |
| Mitch Cohen | |
| Interim Chief Financial Officer and Treasurer | |
| (Principal Financial and Accounting Officer) | |
November 9, 2023 | |
Cover - shares
|
9 Months Ended |
|
Sep. 30, 2023 |
Oct. 31, 2023 |
| Document Information [Line Items] |
|
|
| Document Type |
10-Q
|
|
| Document Quarterly Report |
true
|
|
| Document Period End Date |
Sep. 30, 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, $0.0001 par value per share
|
|
| Trading Symbol |
APRN
|
|
| Security Exchange Name |
NASDAQ
|
|
| Entity Current Reporting Status |
Yes
|
|
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Yes
|
|
| Entity Filer Category |
Accelerated Filer
|
|
| Entity Small Business |
true
|
|
| Entity Emerging Growth Company |
false
|
|
| Entity Shell Company |
false
|
|
| Entity Central Index Key |
0001701114
|
|
| Current Fiscal Year End Date |
--12-31
|
|
| Document Fiscal Year Focus |
2023
|
|
| Document Fiscal Period Focus |
Q3
|
|
| Amendment Flag |
false
|
|
| Common Class A |
|
|
| Document Information [Line Items] |
|
|
| Entity Common Stock, Shares Outstanding |
|
7,696,606
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0
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v3.23.3
Consolidated Balance Sheets - USD ($)
$ in Thousands |
Sep. 30, 2023 |
Dec. 31, 2022 |
| CURRENT ASSETS: |
|
|
| Cash and cash equivalents |
$ 27,232
|
$ 33,476
|
| Accounts receivable, net |
77
|
556
|
| Inventories, net |
1,758
|
25,023
|
| Seller note receivable, net |
3,213
|
0
|
| Prepaid expenses and other current assets |
16,971
|
17,657
|
| Total current assets |
49,251
|
76,712
|
| Property and equipment, net |
5,623
|
57,186
|
| Operating lease right-of-use assets |
26,577
|
32,340
|
| Other noncurrent assets |
1,608
|
4,904
|
| TOTAL ASSETS |
83,059
|
171,142
|
| CURRENT LIABILITIES: |
|
|
| Accrued expenses and other current liabilities |
21,068
|
27,077
|
| Current portion of long-term debt |
0
|
27,512
|
| Operating lease liabilities, current |
9,689
|
8,650
|
| Deferred revenue |
18,042
|
19,083
|
| Total current liabilities |
85,272
|
104,031
|
| Operating lease liabilities, long-term |
16,608
|
23,699
|
| Other noncurrent liabilities |
6,844
|
7,191
|
| TOTAL LIABILITIES |
108,724
|
137,421
|
| Commitments and contingencies (Note 13) |
|
|
| STOCKHOLDERS’ EQUITY: |
|
|
| Additional paid-in capital |
840,381
|
810,512
|
| Accumulated deficit |
(866,047)
|
(776,792)
|
| TOTAL STOCKHOLDERS’ EQUITY |
(25,665)
|
33,721
|
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY |
83,059
|
171,142
|
| Nonrelated Party |
|
|
| CURRENT LIABILITIES: |
|
|
| Accounts payable |
36,473
|
18,709
|
| Related Party |
|
|
| CURRENT LIABILITIES: |
|
|
| Accounts payable |
0
|
3,000
|
| Related party payables |
0
|
2,500
|
| Class A common stock, par value of $0.0001 per share — 1,500,000,000 shares authorized as of September 30, 2023 and December 31, 2022; 6,429,016 and 4,408,495 shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively |
|
|
| STOCKHOLDERS’ EQUITY: |
|
|
| Common stock |
1
|
1
|
| Class B common stock, par value of $0.0001 per share — 175,000,000 shares authorized as of September 30, 2023 and December 31, 2022; 0 shares issued and outstanding as of September 30, 2023 and December 31, 2022 |
|
|
| STOCKHOLDERS’ EQUITY: |
|
|
| Common stock |
0
|
0
|
| Class C capital stock, par value of $0.0001 per share — 500,000,000 shares authorized as of September 30, 2023 and December 31, 2022; 0 shares issued and outstanding as of September 30, 2023 and December 31, 2022 |
|
|
| STOCKHOLDERS’ EQUITY: |
|
|
| Common stock |
$ 0
|
$ 0
|
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Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef
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v3.23.3
Consolidated Balance Sheets (Parenthetical) - $ / shares
|
Sep. 30, 2023 |
Dec. 31, 2022 |
| Common Class A |
|
|
| 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) |
6,429,016
|
4,408,495
|
| Common stock, outstanding (in shares) |
6,429,016
|
4,408,495
|
| 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
|
| X |
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v3.23.3
Consolidated Statements of Operations - USD ($)
$ in Thousands |
3 Months Ended |
9 Months Ended |
Sep. 30, 2023 |
Sep. 30, 2022 |
Sep. 30, 2023 |
Sep. 30, 2022 |
| Income Statement [Abstract] |
|
|
|
|
| Net revenue |
$ 98,799
|
$ 109,665
|
$ 318,108
|
$ 351,653
|
| Operating expenses: |
|
|
|
|
| Cost of goods sold, excluding depreciation and amortization |
62,307
|
74,367
|
200,921
|
235,015
|
| Marketing |
9,287
|
17,291
|
33,371
|
66,981
|
| Product, technology, general and administrative |
32,100
|
37,646
|
102,265
|
120,785
|
| Depreciation and amortization |
792
|
5,478
|
8,194
|
16,604
|
| Other operating expense |
4,704
|
0
|
10,550
|
0
|
| Total operating expenses |
109,190
|
134,782
|
355,301
|
439,385
|
| Income (loss) from operations |
(10,391)
|
(25,117)
|
(37,193)
|
(87,732)
|
| Gain (loss) on extinguishment of debt |
0
|
0
|
(1,850)
|
650
|
| Gain (loss) on transaction |
0
|
0
|
(48,554)
|
0
|
| Interest income (expense), net |
109
|
(821)
|
(1,638)
|
(2,824)
|
| Other income (expense), net |
0
|
0
|
0
|
2,033
|
| Income (loss) before income taxes |
(10,282)
|
(25,938)
|
(89,235)
|
(87,873)
|
| Benefit (provision) for income taxes |
(7)
|
(11)
|
(20)
|
(76)
|
| Net income (loss) |
$ (10,289)
|
$ (25,949)
|
$ (89,255)
|
$ (87,949)
|
| Net income (loss) per share attributable to Class A and Class B common stockholders: |
|
|
|
|
| Basic (in dollars per share) |
$ (1.34)
|
$ (8.93)
|
$ (13.57)
|
$ (31.27)
|
| Diluted (in dollars per share) |
$ (1.34)
|
$ (8.93)
|
$ (13.57)
|
$ (31.27)
|
| Weighted-average shares used to compute net income (loss) per share attributable to Class A and Class B common stockholders: |
|
|
|
|
| Basic (in shares) |
7,671,395
|
2,904,428
|
6,579,247
|
2,812,318
|
| Diluted (in shares) |
7,671,395
|
2,904,428
|
6,579,247
|
2,812,318
|
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-Topic 220
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-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03.6)
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-Topic 924
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 11.L)
-Publisher FASB
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
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-Section 50
-Paragraph 5
-Publisher FASB
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 30
-Subparagraph (a)
-Publisher FASB
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Publisher FASB
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
-Paragraph 22
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22
Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32
Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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-Name Accounting Standards Codification
-Section 50
-Paragraph 40
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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-Section 50
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
-Paragraph 41
-Subparagraph (a)
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
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-Section 50
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-SubTopic 10
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-Topic 260
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
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v3.23.3
Consolidated Statements of Stockholders' Equity - USD ($)
$ in Thousands |
Total |
Issuance of common stock from private placements, net of issuance costs |
Cumulative Effect, Period of Adoption, Adjustment |
Common Class A |
Common Stock
Common Class A
|
Common Stock
Common Class A
Issuance of common stock from private placements, net of issuance costs
|
Additional Paid-In Capital |
Additional Paid-In Capital
Issuance of common stock from private placements, net of issuance costs
|
Accumulated Deficit |
Accumulated Deficit
Cumulative Effect, Period of Adoption, Adjustment
|
| Beginning balance (in shares) at Dec. 31, 2021 |
|
|
|
|
2,641,200
|
|
|
|
|
|
| Beginning balance at Dec. 31, 2021 |
$ 80,053
|
|
$ (545)
|
|
$ 0
|
|
$ 746,567
|
|
$ (666,514)
|
$ (545)
|
| 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) |
|
|
|
|
10,082
|
|
|
|
|
|
| Issuance of common stock upon exercise of warrants (in shares) |
|
|
|
|
40,671
|
|
|
|
|
|
| Issuance of common stock upon exercise of warrants |
4,096
|
|
|
|
|
|
4,096
|
|
|
|
| Issuance of common stock from public equity offerings and private placements, net of issuance costs (in shares) |
|
|
|
|
|
29,762
|
|
|
|
|
| Issuance of common stock from public equity offerings and private placements, net of issuance costs |
|
$ 4,809
|
|
|
|
|
|
$ 4,809
|
|
|
| Share-based compensation |
2,233
|
|
|
|
|
|
2,233
|
|
|
|
| Net income (loss) |
(38,674)
|
|
|
|
|
|
|
|
(38,674)
|
|
| Ending balance (in shares) at Mar. 31, 2022 |
|
|
|
|
2,721,715
|
|
|
|
|
|
| Ending balance at Mar. 31, 2022 |
51,972
|
|
|
|
$ 0
|
|
757,705
|
|
(705,733)
|
|
| Beginning balance (in shares) at Dec. 31, 2021 |
|
|
|
|
2,641,200
|
|
|
|
|
|
| Beginning balance at Dec. 31, 2021 |
80,053
|
|
$ (545)
|
|
$ 0
|
|
746,567
|
|
(666,514)
|
$ (545)
|
| Increase (Decrease) in Stockholders' Equity [Roll Forward] |
|
|
|
|
|
|
|
|
|
|
| Net income (loss) |
(87,949)
|
|
|
|
|
|
|
|
|
|
| Ending balance (in shares) at Sep. 30, 2022 |
|
|
|
|
2,912,986
|
|
|
|
|
|
| Ending balance at Sep. 30, 2022 |
27,120
|
|
|
|
$ 0
|
|
782,128
|
|
(755,008)
|
|
| Beginning balance (in shares) at Mar. 31, 2022 |
|
|
|
|
2,721,715
|
|
|
|
|
|
| Beginning balance at Mar. 31, 2022 |
51,972
|
|
|
|
$ 0
|
|
757,705
|
|
(705,733)
|
|
| 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) |
|
|
|
|
15,957
|
|
|
|
|
|
| Issuance of common stock upon exercise of warrants (in shares) |
|
|
|
|
19,611
|
|
|
|
|
|
| Issuance of common stock upon exercise of warrants |
953
|
|
|
|
|
|
953
|
|
|
|
| Issuance of common stock from public equity offerings and private placements, net of issuance costs (in shares) |
|
|
|
|
|
142,361
|
|
|
|
|
| Issuance of common stock from public equity offerings and private placements, net of issuance costs |
|
$ 20,027
|
|
|
|
|
|
$ 20,027
|
|
|
| Share-based compensation |
1,799
|
|
|
|
|
|
1,799
|
|
|
|
| Net income (loss) |
(23,326)
|
|
|
|
|
|
|
|
(23,326)
|
|
| Ending balance (in shares) at Jun. 30, 2022 |
|
|
|
|
2,899,644
|
|
|
|
|
|
| Ending balance at Jun. 30, 2022 |
51,425
|
|
|
|
$ 0
|
|
780,484
|
|
(729,059)
|
|
| 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) |
|
|
|
|
13,342
|
|
|
|
|
|
| Share-based compensation |
1,644
|
|
|
|
|
|
1,644
|
|
|
|
| Net income (loss) |
(25,949)
|
|
|
|
|
|
|
|
(25,949)
|
|
| Ending balance (in shares) at Sep. 30, 2022 |
|
|
|
|
2,912,986
|
|
|
|
|
|
| Ending balance at Sep. 30, 2022 |
27,120
|
|
|
|
$ 0
|
|
782,128
|
|
(755,008)
|
|
| Beginning balance (in shares) at Dec. 31, 2022 |
|
|
|
4,408,495
|
4,408,495
|
|
|
|
|
|
| Beginning balance at Dec. 31, 2022 |
33,721
|
|
|
|
$ 1
|
|
810,512
|
|
(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) |
|
|
|
|
12,068
|
|
|
|
|
|
| Issuance of common stock from public equity offerings and private placements, net of issuance costs (in shares) |
|
|
|
|
1,390,711
|
|
|
|
|
|
| Issuance of common stock from public equity offerings and private placements, net of issuance costs |
16,471
|
|
|
|
|
|
16,471
|
|
|
|
| Share-based compensation |
1,355
|
|
|
|
|
|
1,355
|
|
|
|
| Net income (loss) |
(17,036)
|
|
|
|
|
|
|
|
(17,036)
|
|
| Ending balance (in shares) at Mar. 31, 2023 |
|
|
|
|
5,811,274
|
|
|
|
|
|
| Ending balance at Mar. 31, 2023 |
34,511
|
|
|
|
$ 1
|
|
828,338
|
|
(793,828)
|
|
| Beginning balance (in shares) at Dec. 31, 2022 |
|
|
|
4,408,495
|
4,408,495
|
|
|
|
|
|
| Beginning balance at Dec. 31, 2022 |
33,721
|
|
|
|
$ 1
|
|
810,512
|
|
(776,792)
|
|
| Increase (Decrease) in Stockholders' Equity [Roll Forward] |
|
|
|
|
|
|
|
|
|
|
| Net income (loss) |
(89,255)
|
|
|
|
|
|
|
|
|
|
| Ending balance (in shares) at Sep. 30, 2023 |
|
|
|
6,429,016
|
6,429,016
|
|
|
|
|
|
| Ending balance at Sep. 30, 2023 |
(25,665)
|
|
|
|
$ 1
|
|
840,381
|
|
(866,047)
|
|
| Beginning balance (in shares) at Mar. 31, 2023 |
|
|
|
|
5,811,274
|
|
|
|
|
|
| Beginning balance at Mar. 31, 2023 |
34,511
|
|
|
|
$ 1
|
|
828,338
|
|
(793,828)
|
|
| 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) |
|
|
|
|
21,438
|
|
|
|
|
|
| Issuance of common stock from public equity offerings and private placements, net of issuance costs (in shares) |
|
|
|
|
545,244
|
|
|
|
|
|
| Issuance of common stock from public equity offerings and private placements, net of issuance costs |
3,432
|
|
|
|
|
|
3,432
|
|
|
|
| Share-based compensation |
1,009
|
|
|
|
|
|
1,009
|
|
|
|
| Issuance of warrant |
6,778
|
|
|
|
|
|
6,778
|
|
|
|
| Net income (loss) |
(61,930)
|
|
|
|
|
|
|
|
(61,930)
|
|
| Ending balance (in shares) at Jun. 30, 2023 |
|
|
|
|
6,377,956
|
|
|
|
|
|
| Ending balance at Jun. 30, 2023 |
(16,200)
|
|
|
|
$ 1
|
|
839,557
|
|
(855,758)
|
|
| 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) |
|
|
|
|
51,060
|
|
|
|
|
|
| Share-based compensation |
824
|
|
|
|
|
|
824
|
|
|
|
| Net income (loss) |
(10,289)
|
|
|
|
|
|
|
|
(10,289)
|
|
| Ending balance (in shares) at Sep. 30, 2023 |
|
|
|
6,429,016
|
6,429,016
|
|
|
|
|
|
| Ending balance at Sep. 30, 2023 |
$ (25,665)
|
|
|
|
$ 1
|
|
$ 840,381
|
|
$ (866,047)
|
|
| X |
- DefinitionNumber of shares of stock issued as a result of the exercise of stock options and the vesting of restricted stock.
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- DefinitionAmount of increase to additional paid-in capital (APIC) for recognition of cost for award under share-based payment arrangement. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 35
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480483/718-10-35-2
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 718
-SubTopic 20
-Section 55
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481089/718-20-55-13
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 718
-SubTopic 20
-Section 55
-Paragraph 12
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481089/718-20-55-12
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-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-SubTopic 10
-Topic 505
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-2
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480008/505-10-S99-1
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 25
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481284/470-20-25-2
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-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-SubTopic 10
-Topic 505
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-2
Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 210
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SX 210.6-05(4))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479617/946-210-S99-2
Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.6-09(4)(b))
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v3.23.3
Consolidated Statements of Cash Flows - USD ($)
$ in Thousands |
9 Months Ended |
Sep. 30, 2023 |
Sep. 30, 2022 |
| CASH FLOWS FROM OPERATING ACTIVITIES: |
|
|
| Net income (loss) |
$ (89,255)
|
$ (87,949)
|
| Adjustments to reconcile net income (loss) to net cash from (used in) operating activities: |
|
|
| Depreciation and amortization of property and equipment |
8,194
|
16,604
|
| Loss (gain) on disposal of property and equipment |
0
|
135
|
| Loss on impairment |
1,662
|
0
|
| Loss (gain) on extinguishment of debt |
1,850
|
(650)
|
| Loss (gain) on derecognition of warrant obligation |
0
|
(214)
|
| Loss (gain) on transaction |
48,554
|
0
|
| Changes in fair value of warrant obligation |
0
|
(1,819)
|
| Changes in reserves and allowances |
176
|
(183)
|
| Share-based compensation |
3,061
|
5,384
|
| Non-cash interest expense |
742
|
597
|
| Changes in operating assets and liabilities: |
|
|
| Accounts receivable |
479
|
210
|
| Inventories |
(1,834)
|
(5,623)
|
| Prepaid expenses and other current assets |
404
|
(6,291)
|
| Operating lease right-of-use assets |
5,563
|
(760)
|
| Accounts payable |
17,749
|
1,028
|
| Current portion of related party payables |
(3,000)
|
3,000
|
| Accrued expenses and other current liabilities |
(4,665)
|
(3,774)
|
| Operating lease liabilities |
(5,849)
|
105
|
| Deferred revenue |
(1,041)
|
12,908
|
| Related party payables |
(2,500)
|
2,500
|
| Other noncurrent assets and liabilities |
3,248
|
(3,189)
|
| Net cash from (used in) operating activities |
(16,462)
|
(67,981)
|
| CASH FLOWS FROM INVESTING ACTIVITIES: |
|
|
| Net proceeds from transaction |
23,558
|
0
|
| Purchases of property and equipment |
(3,206)
|
(4,983)
|
| Proceeds from sale of property and equipment |
171
|
166
|
| Net cash from (used in) investing activities |
20,523
|
(4,817)
|
| CASH FLOWS FROM FINANCING ACTIVITIES: |
|
|
| Net proceeds from equity and warrant issuances |
20,354
|
25,500
|
| Net proceeds from debt issuance |
0
|
28,200
|
| Repayments of debt |
(30,000)
|
(30,625)
|
| Payments of debt and equity issuance costs |
(625)
|
(1,452)
|
| Principal payments on financing lease obligations |
(73)
|
(7)
|
| Net cash from (used in) financing activities |
(10,344)
|
21,616
|
| NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH |
(6,283)
|
(51,182)
|
| CASH, CASH EQUIVALENTS, AND RESTRICTED CASH — Beginning of period |
34,656
|
83,597
|
| CASH, CASH EQUIVALENTS, AND RESTRICTED CASH — End of period |
28,373
|
32,415
|
| SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: |
|
|
| Cash paid for income taxes, net of refunds |
35
|
65
|
| Cash paid for interest |
922
|
2,200
|
| SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING AND FINANCING INFORMATION: |
|
|
| Acquisition (disposal) of property and equipment financed under finance lease obligations |
(214)
|
0
|
| Non-cash additions to property and equipment |
(54)
|
299
|
| Purchases of property and equipment in Accounts payable and Accrued expenses and other current liabilities |
$ 84
|
$ 449
|
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v3.23.3
Organization and Description of Business
|
9 Months Ended |
Sep. 30, 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 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. Historically, the Company also sold wine through Blue Apron Wine, a direct-to-consumer wine delivery service (“Blue Apron Wine”). In October 2023, the Company announced its decision to wind down Blue Apron Wine, which the Company expects to complete in the fourth quarter of 2023. Reverse Stock Split
On June 7, 2023, the Company effected a reverse stock split (the “Reverse Stock Split”) of its outstanding shares of Class A common stock, par value $0.0001 per share (the “Class A Common Stock”) at a ratio of 1-for-12 pursuant to a Certificate of Amendment to the Company’s Restated Certificate of Incorporation, as amended, filed with the Secretary of State of the State of Delaware. The Reverse Stock Split was reflected on the New York Stock Exchange (the “NYSE”), which was the stock exchange the Class A Common Stock was listed on at the time of the Reverse Stock Split, beginning with the opening of trading on June 8, 2023. Pursuant to the Reverse Stock Split, every 12 shares of the Company’s issued and outstanding Class A Common Stock were automatically converted into one issued and outstanding share of Class A Common Stock, without any change in the par value per share. No fractional shares were issued as a result of the Reverse Stock Split. Stockholders who would otherwise be entitled to a fractional share of Class A Common Stock were instead entitled to receive a cash payment in lieu of such fractional shares. The number of authorized shares of the Company’s Class A Common Stock under the Company’s Restated Certificate of Incorporation, as amended, remained unchanged at 1,500,000,000. The Reverse Stock Split affected all issued and outstanding shares of the Class A Common Stock, and the respective numbers of shares of Class A Common Stock underlying the Company’s outstanding stock options, outstanding restricted stock units, outstanding performance stock units, outstanding warrants and the Company’s equity incentive plans were proportionately adjusted. All historical share and per share amounts of Class A Common Stock included in the accompanying Consolidated Financial Statements have been retrospectively adjusted to give effect to the Reverse Stock Split for all periods presented. Voluntary Transfer of Stock Listing to Nasdaq On September 22, 2023, the Company voluntarily transferred its stock exchange listing to the Nasdaq Stock Market LLC (“Nasdaq”) from the NYSE. The Company's Class A Common Stock began trading on Nasdaq on September 25, 2023.
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v3.23.3
Summary of Significant Accounting Policies
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9 Months Ended |
Sep. 30, 2023 |
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| Accounting Policies [Abstract] |
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| 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 September 30, 2023 and December 31, 2022, results of operations for the three and nine months ended September 30, 2023 and 2022, and cash flows for the nine months ended September 30, 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 | | Nine Months Ended
September 30, 2022 | | (In thousands) | | Consolidated Statement of Operations: | | | | | | | Product, technology, general & administrative | $ | 118,747 | | | $ | 2,038 | | | $ | 120,785 | | | Depreciation & amortization | $ | 16,218 | | | $ | 386 | | | $ | 16,604 | | | Interest income (expense), net | $ | (4,621) | | | $ | 1,797 | | | $ | (2,824) | |
| | | | | | | | | | | | | | | | | | | ASC 840 Amount | | ASC 842 Adjustment | | Nine Months Ended
September 30, 2022 | | (In thousands) | | Cash Flows From Operating Activities: | | | | | | | Net income (loss) | $ | (87,322) | | | $ | (627) | | | $ | (87,949) | | | Depreciation and amortization of property and equipment | $ | 16,218 | | | $ | 386 | | | $ | 16,604 | | | Prepaid expenses and other current assets | $ | (6,188) | | | $ | (103) | | | $ | (6,291) | | | Operating lease right-of-use assets | $ | — | | | $ | (760) | | | $ | (760) | | | Accrued expenses and other current liabilities | $ | (4,296) | | | $ | 522 | | | $ | (3,774) | | | Operating lease liabilities | $ | — | | | $ | 105 | | | $ | 105 | | | Other noncurrent assets and liabilities | $ | (3,828) | | | $ | 639 | | | $ | (3,189) | | | Cash Flows From Financing Activities: | | | | | | | Principal payments on financing lease obligations | $ | (120) | | | $ | 113 | | | $ | (7) | |
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 $89.3 million and $87.9 million for the nine months ended September 30, 2023, and 2022, respectively, and operating cash flows of $(16.5) million and $(68.0) million for the nine months ended September 30, 2023, and 2022, respectively. As of September 30, 2023, the Company had a working capital deficit of $47.7 million and an accumulated deficit of $866.0 million. Prior to the FreshRealm Transaction (as discussed below), the Company has historically funded its operations through financing activities, including raising equity and debt. The Company's current operating plan indicates it will continue to incur net losses and generate negative cash flows from operating activities for the next twelve months, and as of September 30, 2023, the Company had cash and cash equivalents of $27.2 million. These conditions and events in the aggregate raise substantial doubt regarding the Company's ability to continue as a going concern. In an effort to alleviate the conditions that raise substantial doubt regarding the Company's ability to continue as a going concern, the Company entered into a strategic partnership with FreshRealm, Inc. (”FreshRealm”). On June 9, 2023 (the ”Closing Date”), the Company entered into definitive agreements with FreshRealm, pursuant to which, among other things, the Company sold its production and fulfillment operational infrastructure to FreshRealm, including, among other things, inventory, equipment, and related know-how and transferred related personnel relating to the Company's production and fulfillment operations. Concurrently, the Company executed a 10-year production and fulfillment agreement (as amended from time to time the ”Production and Fulfillment Agreement”) pursuant to which FreshRealm became the exclusive supplier of the Company's meal kits. The Company also subleased to FreshRealm the Company's fulfillment facilities located in Linden, New Jersey and Richmond, California (the “Facilities” and such transactions, together with the related transactions contemplated thereby, the “FreshRealm Transaction”). As consideration for the FreshRealm Transaction, on the Closing Date, the Company received approximately $23.6 million of net cash proceeds upfront and is eligible to receive up to $25.0 million of additional value primarily through a cash earnout if the Company achieves certain financial and cost-savings milestones within specified time periods and future volume-based rebates if the Company reaches specified thresholds and achieves financial targets based on volume of purchases of certain products from FreshRealm under the Production and Fulfillment Agreement. With a portion of the proceeds from the FreshRealm Transaction, the Company also repaid its remaining outstanding senior secured notes in full. See Note 3 for further discussion regarding the FreshRealm Transaction.
With the completion of the FreshRealm Transaction, the Company has further streamlined its cost structure and reduced its negative operating cash flows. The current operating plans of the Company's management are focused on continuing to optimize the Company's cost structure and grow its revenues in order to earn the volume-based rebates on future meal-kit volumes and new product initiatives as well as the Earnout (as defined below), and to thereby achieve the Company's goal of profitability.
Additionally, on September 28, 2023, the Company entered into that certain Agreement and Plan of Merger (the “Merger Agreement”) with Wonder Group, Inc., a Delaware corporation (“Wonder” or “Parent”), and Basil Merger Corporation, a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”). The Merger Agreement provides for the acquisition of the Company by Parent through a cash tender offer (the “Offer”) by Purchaser for all of the Company’s issued and outstanding shares of the Class A common stock at a price of $13.00 per share of Class A Common Stock, net to the stockholder in cash, without interest and less any applicable tax withholding (the “Offer Price”), which constitute all of the issued and outstanding Class A Common Stock, Class B common stock, par value $0.0001 per share, and Class C capital stock, par value $0.0001 per share (collectively the "Common Stock"). Following the completion of the Offer, and subject to the terms and conditions of the Merger Agreement, Purchaser will merge with and into the Company (the “Merger”), with the Company surviving as a wholly-owned subsidiary of Parent, pursuant to the procedure provided for under Section 251(h) of the Delaware General Corporation Law (the “DGCL”), without any stockholder approvals. The Merger will be effected as soon as practicable following the time of acceptance for purchase by Purchaser of shares of Common Stock validly tendered (and not validly withdrawn) pursuant to the Offer (the “Acceptance Time”). See Note 3 for further discussion regarding the Merger Agreement.
The Company’s ability to continue as a going concern is dependent upon the Company’s ability to implement its operating plan on its anticipated timeline, as well as its ability to successfully consummate the Merger. Although management continues to pursue its plans, there can be no assurance that the Company will be successful in executing on its operating plan or that the Merger will be consummated in a timely manner or at all. Additionally, 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 14) 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 an affiliate of Sanberg under the Sponsorship Gift Cards Agreement (as defined in Note 16). An affiliate of Sanberg 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. 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. 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 18), 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 (the “Exchange Act”), and therefore qualifies for reduced disclosure requirements for smaller reporting companies.
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- DefinitionThe entire disclosure for all significant accounting policies of the reporting entity. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483426/235-10-50-1
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v3.23.3
Strategic Transaction
|
9 Months Ended |
Sep. 30, 2023 |
|---|
| Discontinued Operations and Disposal Groups [Abstract] |
|
| Strategic Transaction |
Strategic Transactions Merger Agreement with Wonder
On September 28, 2023, the Company entered into the Merger Agreement with Wonder and Purchaser. The Merger Agreement provides for the acquisition of the Company by Parent through the Offer by Purchaser for all of the Company’s issued and outstanding shares of Class A Common Stock, which constitutes all of the Company’s issued and outstanding shares of Common Stock at the Offer Price.
The board of directors of the Company (the “board of directors”) unanimously (i) determined and declared that it is in the best interests of the Company and its stockholders that the Company enter into the Merger Agreement and consummate the Merger and that the Company’s stockholders accept the Offer and tender their shares of Common Stock pursuant to the Offer, in each case on the terms and subject to the conditions set forth in the Merger Agreement; (ii) approved and declared the advisability of the Merger Agreement, the Offer, the Merger and the other transactions contemplated by the Merger Agreement; (iii) declared that the terms of the Offer and the Merger are fair to the Company and its stockholders; and (iv) resolved to recommend that the Company’s stockholders accept the Offer and tender their shares of Common Stock pursuant to the Offer.
Pursuant to the Merger Agreement, on October 13, 2023 Purchaser commenced (within the meaning of Rule 14d-2 under the Exchange Act) the Offer to purchase any and all issued and outstanding shares of Class A Common Stock, which constitutes all of the issued and outstanding shares of Common Stock, for a price per share of Common Stock equal to the Offer Price. The Offer shall initially remain open for 20 business days, subject to possible extension on the terms set forth in the Merger Agreement. The parties currently expect the Offer and the Merger to be completed in the fourth quarter of 2023.
Pursuant to the terms of the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each outstanding share of Common Stock, other than (i) shares of Common Stock held by the Company, Parent, Purchaser, or any wholly-owned subsidiary of Parent (other than Purchaser) or any wholly-owned subsidiary of the Company, (ii) irrevocably accepted for purchase in the Offer by the Purchaser or (iii) shares of Common Stock that are held by stockholders who are entitled to and properly demand appraisal for such shares of Common Stock in accordance with Section 262 of the DGCL, will be automatically converted into the right to receive the Offer Price from Purchaser (the “Merger Consideration”).
Pursuant to the Merger Agreement: (a) as of immediately prior to the Effective Time, each then-outstanding and unexercised option to purchase shares of Common Stock (each, a “Company Stock Option”) shall vest (to the extent unvested) in full and automatically be cancelled and converted into the right to receive from the Company following the Merger an amount of cash equal to the product of (i) the total number of shares of Common Stock then underlying such Company Stock Option multiplied by (ii) the excess, if any, of the Merger Consideration over the exercise price per share of such Company Stock Option, without any interest thereon. In the event that the exercise price of any such Company Stock Option is equal to or greater than the Merger Consideration, such Company Stock Option shall be cancelled, without any consideration being payable in respect thereof, and have no further force or effect; (b) as of immediately prior to the Effective Time, (i) each restricted stock unit with respect to shares of Common Stock which vests solely on the continued performance of services (each, a “Company RSU”) that is then outstanding shall vest in full (to the extent unvested), and (ii) (A) each such vested Company RSU and (B) each restricted stock unit with respect to any shares of Common Stock which vests based on the achievement of one or more performance metrics and the continued performance of service (each, a “Company PSU”) that is then outstanding and vested (including any such Company PSU that becomes vested as a result of any applicable performance-vesting condition becoming satisfied in connection with the Merger) shall, in each case, automatically be cancelled and converted into the right to receive from the Company following the Merger an amount of cash equal to the product of (1) the total number of shares of Common Stock then underlying such vested Company RSU or vested Company PSU, as applicable, multiplied by (2) the Merger Consideration. Any Company PSU that is not vested (and does not become vested in connection with the Merger) as of immediately prior to the Effective Time shall be cancelled, without any consideration being payable in respect thereof, and have no further force or effect; and (c) as of immediately prior to the Acceptance Time, each warrant to purchase shares of Common Stock issued by the Company (such warrants, other than that certain Class A Common Stock Purchase Warrant issued by the Company to FreshRealm (such warrant, the “Supplier Warrant”), the "Company Warrants"), that is then-outstanding, and unexercised shall automatically, in accordance with such specified Company Warrant’s terms and with no further action by the Company or the holder thereof, automatically terminate and be cancelled and of no further force or effect and for no consideration.
Purchaser’s obligation to accept shares of Common Stock tendered in the Offer is subject to customary closing conditions, including (i) that, immediately prior to the expiration of the Offer, the number of shares of Common Stock validly tendered and not validly withdrawn (excluding shares tendered pursuant to guaranteed delivery procedures that have not yet been “received,” as such term is defined by Section 251(h)(6)(f) of the DGCL), together with any shares of Common Stock owned by Purchaser, Parent or any wholly-owned subsidiary of Parent, does not equal at least one share more than one-half of all shares of Common Stock then outstanding; (ii) the accuracy of the representations and warranties of the Company contained in the Merger Agreement, subject to customary thresholds and exceptions; (iii) the Company’s compliance with, and performance of, in all material respects its covenants and agreements contained in the Merger Agreement; (iv) since the date of the Merger Agreement, the absence of a Company Material Adverse Effect (as defined in the Merger Agreement); and (v) the other customary conditions set forth in Annex I to the Merger Agreement under certain circumstances.
Following the completion of the Offer, and subject to the terms and conditions of the Merger Agreement, the parties shall consummate the Merger, with the Company surviving as a wholly-owned subsidiary of Parent, pursuant to the procedure provided for under Section 251(h) of the DGCL, without any stockholder approvals. The Merger will be effected at the Acceptance Time.
The Merger Agreement contains customary representations and warranties from both the Company, on the one hand, and Parent and Purchaser, on the other hand. The Company has agreed, among other things, to use commercially reasonable efforts to operate its business in the ordinary course until the Acceptance Time and to not engage in specific types of transactions during such period. The Company has also agreed to customary non-solicitation restrictions, including not to solicit or initiate alternative acquisition proposals from third parties and engage in discussions or negotiations with third parties regarding acquisition proposals, or change the recommendation of the board of directors to the Company’s stockholders regarding the Offer, in each case except in certain circumstances as permitted by the Merger Agreement.
The Merger Agreement contains customary termination rights for both Parent and Purchaser, on the one hand, and the Company, on the other hand, including, among others, for failure to consummate the Offer on or before February 28, 2024. If the Merger Agreement is terminated under certain circumstances specified in the Merger Agreement (including under specified circumstances in connection with the Company’s entry into an agreement with respect to a Superior Proposal (as defined in the Merger Agreement) or the board of directors' change of recommendation in favor of the Offer), the Company will be required to pay Parent a termination fee of $3.1 million. The parties to the Merger Agreement are also entitled to specifically enforce the terms and provisions of the Merger Agreement under certain circumstances.
For additional information related to the Merger Agreement, refer to the Company’s Solicitation/Recommendation Statement on the Schedule 14D-9 filed by the Company on October 13, 2023 (as it may be further amended or supplemented from time to time, the “Schedule 14D-9”). Please also see “Item 1A. Risk Factors–- Risks Related to the Pending Transaction with Wonder” of this Quarterly Report on Form 10-Q. Tender and Support Agreement
On September 28, 2023, and in connection with execution of the Merger Agreement, Parent and Purchaser entered into a Tender and Support Agreement (the “Support Agreement”) with FreshRealm, who beneficially owned approximately 16.5% of the outstanding shares of Class A Common Stock as of September 27, 2023. Pursuant to the Support Agreement, FreshRealm agreed, among other things, (i) to tender all of the shares of Class A Common Stock held by FreshRealm (the “Subject Shares”) in the Offer following exercise of the Supplier Warrant in accordance with the terms of the Support Agreement, subject to certain exemptions (including the termination of the Merger Agreement), (ii) to vote against, among other things, other proposals to acquire the Company, and (iii) to certain other restrictions on its ability to take actions with respect to the Company and its shares of Class A Common Stock. On October 11, 2023, FreshRealm exercised in full the Supplier Warrant to purchase 1,268,574 shares of Class A Common Stock. FreshRealm paid the exercise price on a cashless basis, resulting in the Company withholding 984 shares of the Subject Shares to pay the exercise price and issuing the remaining 1,267,590 shares of Class A Common Stock to FreshRealm. No fractional shares were issued. See the “The Supplier Warrant” section below for additional information related to the Supplier Warrant.
FreshRealm Transaction
On May 15, 2023, the Company entered into a non-binding letter of intent with FreshRealm, which contemplated FreshRealm’s acquisition of the fulfillment equipment and other production assets of the Company and the Company’s entry into an expanded commercial relationship with FreshRealm.
On the Closing Date, the Company entered into definitive agreements with FreshRealm, pursuant to which, among other things, the Company sold its production and fulfillment operational infrastructure to FreshRealm, and concurrently executed the ten year Production and Fulfillment Agreement under which FreshRealm became the exclusive supplier of the Company’s meal kits.
Asset Purchase Agreement On the Closing Date, the Company, Blue Apron, LLC, the Company’s wholly owned subsidiary (“Blue Apron”), and FreshRealm entered into an asset purchase agreement (the “Asset Purchase Agreement”), pursuant to which FreshRealm purchased certain assets of the Company relating to the Company’s production and fulfillment operations (the “P&F Business”) conducted by the Company at its Facilities. Pursuant to the Asset Purchase Agreement, on the Closing Date, (i) Blue Apron transferred to FreshRealm various assets used in the P&F Business including, among others, certain of Blue Apron’s inventory and consumable supplies and the rights under warranties and indemnities related thereto, identified transferred contracts (the “Transferred Contracts”), furnishings and equipment at the Facilities, including certain operating and finance leases, permits, books and records relating to the P&F Business, and intellectual property, including certain know-how, business IT systems and any implied goodwill arising out of such assets or the P&F Business (such assets, the “Purchased Assets”), other than the assets set forth in clause (ii); (ii) Blue Apron retained various assets including certain of Blue Apron’s prepaid expenses, intellectual property, excluded contracts, the assets relating to Blue Apron Wine, the Company’s e-commerce marketplace business, and other assets unrelated to the P&F Business, including assets relating to the Company’s culinary, marketing and digital product, and customer service operations (such assets, the “Excluded Assets”); (iii) FreshRealm assumed certain liabilities, including liabilities relating to the ownership or use of the Purchased Assets after the closing of the FreshRealm Transaction, the employment of the Relevant Team Employees (as defined in the Asset Purchase Agreement) after the Closing Date, and obligations under the Transferred Contracts; and (iv) Blue Apron retained certain liabilities, including trade payables in connection with the P&F Business prior to the Closing Date, liabilities relating to operation of the P&F Business prior to the Closing Date, and liabilities relating to the Excluded Assets. The Company determined that the assets sold and transferred and the assigned liabilities (collectively the “Disposal Group”) did not constitute a component and did not meet the criteria for discontinued operation under ASC 205-20 as no discrete financial information is available for the Disposal Group with no cash flows that can be clearly distinguished for financial reporting purposes from the rest of Company. The Company concluded that the Disposal Group constitutes a business as it contains inputs and processes for producing outputs and, as such, the Company accounted for the sale as a disposal of a business under ASC 810-10. As of May 15, 2023, the Disposal Group met the criteria for classification as held for sale under ASC 360 with the Disposal Group subsequently being disposed of by sale on the Closing Date. The Disposal Group consisted of the following assets and liabilities: | | | | | | | Disposal Group | | (In thousands) | | Sold Assets | | | Inventories, net | $ | 24,990 | | | Furnishings and equipment | 44,874 | | | Operating lease right-of-use assets | 481 | | | Finance lease right-of-use assets | 463 | | | Total Sold Assets | $ | 70,808 | | | Assigned Liabilities | | | Operating lease liabilities, current | 158 | | | Finance lease liabilities, current | 93 | | | Operating lease liabilities, long-term | 314 | | | Finance lease liabilities, long-term | 381 | | | PTO accrual - relevant Team Employees | 1,442 | | | Total Assigned Liabilities | $ | 2,388 | | | Total Disposal Group | $ | 68,420 | |
As consideration for the FreshRealm Transaction, on the Closing Date, FreshRealm paid to Blue Apron an amount in cash equal to $28.5 million (the “Base Sale Price”), less $3.5 million, which was paid to Blue Apron in the form of the Seller Note (as defined and described in Note 5), less an amount equal to all vacation time, sick time and other paid time off accrued by Relevant Team Employees (the “PTO Credit“) in connection with the FreshRealm Transaction. Under the Asset Purchase Agreement, FreshRealm is obligated to pay to Blue Apron an aggregate of up to $4.0 million of additional cash consideration, including $3.0 million as a result of, as of September 30, 2023 (the “First Earnout Calculation Date”), Blue Apron having achieved certain financial and cost-savings milestones and being in compliance in all material respects with its obligations under the Transition Services Agreement (as defined below), and $1.0 million if Blue Apron has achieved the aforementioned financial and cost-savings milestones and also remains in compliance with its obligations under the Transition Services Agreement as of December 31, 2023 (the ”Second Earnout Calculation Date” and, together with the First Earnout Calculation Date, the “Earnout”). No later than 30 days following each applicable Earnout Calculation Date, Blue Apron will deliver to FreshRealm a written statement setting forth in reasonable detail its determination of whether the Earnout has been achieved. After receipt of such written statement, FreshRealm shall have 30 days to review such written statement and, if approved, the Earnout will be paid by FreshRealm to Blue Apron within 5 business days following the final determination and approval of the written statement. On October 27, 2023, Blue Apron delivered the written statement following the First Earnout Calculation Date and expects to earn the first $3.0 million of the Earnout in the fourth quarter of 2023. The Company determined the total net consideration to be equal to the Base Sale Price, minus the face amount of the Seller Note, plus the seller note receivable, net, minus the PTO Credit, minus the value of the Supplier Warrant (as described below).
| | | | | | | Purchase Consideration | | (In thousands) | | Base purchase price | $ | 28,500 | | | Seller note principal | (3,500) | | | Seller note receivable, net | 3,086 | | | PTO credit - Relevant Team Employees | (1,442) | | | Warrant | (6,778) | | | Total Purchase consideration | $ | 19,866 | |
For the nine months ended September 30, 2023, the Company recognized a loss on the FreshRealm Transaction of $48.6 million, which is recorded in Loss on transaction in the accompanying consolidated statement of operations. | | | | | | | Loss on transaction | | (In thousands) | | Total purchase consideration | $ | 19,866 | | | Total disposal group | (68,420) | | | Net loss recognized on Transaction | $ | (48,554) | |
Production and Fulfillment Agreement In connection with the execution of the Asset Purchase Agreement, Blue Apron and FreshRealm entered into the Production and Fulfillment Agreement, pursuant to which Blue Apron granted FreshRealm an exclusive right to produce and fulfill all Exclusive Products (as defined in the Production and Fulfillment Agreement) at any FreshRealm facility for sale to Blue Apron (the “Exclusive Right”), including certain individual meal recipe/SKUs that comprise prepped and unprepped ingredients, fresh and/or frozen meals and/or current or future food products that are similar to the Products (as defined in the Production and Fulfillment Agreement). The Exclusive Right does not apply to Blue Apron’s non-food products, individual food or beverage ingredients, pantry items sold on the Market or Wine portion of its website or mobile applications as of the Closing Date. The Exclusive Right does not extend to non-Blue Apron products produced by any future acquirer of Blue Apron. In the event that Blue Apron acquires a third party, the exclusivity does not apply to any meal-kit or food products of such third party for a twenty-four (24) month period, during which time FreshRealm and Blue Apron will negotiate mutually agreeable terms for the production and fulfillment of such acquired products. Blue Apron and FreshRealm intend to expand the portfolio of recipe and meal kit products, which would be subject to the Exclusive Right. In the event that Blue Apron desires to develop a new category of food products that is not excluded from the Exclusive Right, FreshRealm has the first right to develop such new category of products, and if FreshRealm does not accept such right to develop, the exclusivity would not apply and the Company would be able to develop such category. The Production and Fulfillment Agreement also provides for up to $17.5 million of volume-based rebates during the term of the Production and Fulfillment Agreement. Blue Apron can earn these rebates based on the volume of purchases of certain products under the Production and Fulfillment Agreement above specified thresholds, as well as the achievement of certain financial targets by Blue Apron. To earn these rebates, Blue Apron must pay for the relevant products. The volume-based rebates represent a potential future gain that is contingent upon the Company (i) increasing its purchase volume from FreshRealm and (ii) achieving positive adjusted EBITDA. As the volume-based rebates act to ensure that the Company continues to purchase a substantive volume of products from FreshRealm (i.e., ensure that the interests of the Company and FreshRealm are aligned through 2025), the Company determined that the volume-based rebates relate to the ongoing future relationship with FreshRealm, and not the FreshRealm Transaction, and thus should be excluded from the measurement of the consideration. For the three and nine months ended September 30, 2023, no volume-based rebates were earned. The initial term of the Production and Fulfillment Agreement is 10 years and will automatically renew for additional 2-year periods unless terminated by either party in accordance with such party’s termination rights. Following any early termination or expiration of the Production and Fulfillment Agreement, the Production and Fulfillment Agreement will continue to be in full force and effect for a period of 18 months after such termination or expiration, with the exception of the Exclusive Right, during which, among other things, Blue Apron and FreshRealm will work in good faith on a transition plan and Blue Apron will plan reductions of use of FreshRealm for manufacturing products. Subleases In connection with the execution of the Asset Purchase Agreement, Blue Apron and FreshRealm entered into sublease agreements for the Facilities (the “Sublease Agreements”). The term of the subleases commenced on the Closing Date. The Richmond, California sublease (the “CA Sublease”) will expire on the earlier to occur of (i) the Triggering Date (as defined in the CA Sublease), or (ii) December 31, 2024. The CA Sublease contemplates an assignment of Blue Apron’s interest in the underlying prime lease to FreshRealm. The Linden, New Jersey sublease (the “NJ Sublease” and together with the CA Sublease, the “Subleases”) will expire on December 31, 2024, unless the Triggering Date (as defined in the NJ Sublease) occurs, in which event the term shall be extended until August 31, 2026. The NJ Sublease contemplates potential extensions of the NJ Sublease term and/or an assignment of Blue Apron’s interest in the underlying Prime Lease (as defined in the NJ Sublease) to FreshRealm. The Subleases are classified as operating leases, and as the Company is not relieved of its primary obligations under the prime leases, the Company will continue to account for the prime leases as it did before the commencement of the Subleases and will continue to assess the ROU Assets for impairment. Additionally, the Company will recognize sublease income in its consolidated statement of operations over the respective sublease terms on a straight-line basis. See Note 8 for further discussion on leases.
The Supplier Warrant
In connection with the execution of the Asset Purchase Agreement, and in consideration for the FreshRealm Transaction, the Company simultaneously issued to FreshRealm a warrant (the “Supplier Warrant”) to purchase 1,268,574 shares of the Company’s Class A Common Stock, at an exercise price of $0.01 per share, which represented 19.99% of the Company’s outstanding Class A Common Stock as of the Closing Date. In connection with the Merger Agreement, on October 11, 2023, FreshRealm exercised in full the Supplier Warrant to purchase 1,268,574 shares of Class A Common Stock. FreshRealm paid the exercise price on a cashless basis, resulting in the Company withholding 984 shares of the Subject Shares to pay the exercise price and issuing the remaining 1,267,590 shares of Class A Common Stock to FreshRealm. No fractional shares were issued.
Prior to the 7th anniversary of the Closing Date of the FreshRealm Transaction, the Supplier Warrant was exercisable at any time on or after the earlier to occur of (i) the expiration of the Standstill/Lock-up Period (as defined below), or any exception during the Standstill/Lock-up Period and (ii) the delisting of the Class A Common Stock from the NYSE; provided that if the Class A Common Stock was concurrently listed on another Trading Market (as defined in the Supplier Warrant) within ninety (90) days after such delisting, the Supplier Warrant would not have become exercisable pursuant to clause (ii). Subject to the terms of the Supplier Warrant, the number of shares issuable upon exercise of the Supplier Warrant and the exercise price would have been subject to adjustment in certain events, including (i) dividends or distributions of shares of Class A Common Stock, (ii) splits, subdivisions, combinations and certain reclassifications of shares of Class A Common Stock, or (iii) distributions of assets other than Class A Common Stock.
Pursuant to the terms of the Supplier Warrant, the Company would not have effected the exercise of the Supplier Warrant, and the holder would not have been entitled to exercise any portion of the Supplier Warrant, that, upon giving effect to such exercise, the aggregate number of shares of Class A Common Stock beneficially owned by the holder (together with its affiliates) would have exceeded 19.99% of the number of shares of Class A Common Stock outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the Supplier Warrant, which percentage may have been changed at the holders election to a lower percentage upon 61 days’ notice to the Company, subject to the terms of the Supplier Warrant.
In addition, pursuant to the terms of the Supplier Warrant, the holder will not, and will not cause any direct or indirect affiliate to, for a period beginning on the issuance date of the Supplier Warrant and ending 18 months after the issuance date of the Supplier Warrant (the “Standstill/Lock-up Period”), (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, the Subject Shares, (ii) enter into any hedging, swap or other agreement or transaction that would transfer, in whole or in part, any of the economic consequences of the Subject Shares, whether any such transaction described in clauses (i) or (ii) is to be settled by delivery of the Subject Shares, in cash or otherwise, (iii) make any demand for or exercise any right under the registration rights agreement between the Company and FreshRealm with respect to the Subject Shares or otherwise with respect to the registration of the Subject Shares, or (iv) publicly disclose the intention to do any of the foregoing, except as permitted by certain exceptions set forth in the Supplier Warrant.
The Company assessed the classification of the Supplier Warrant as either equity-classified or liability-classified instruments based on the specific terms and applicable authoritative guidance in ASC 480 and ASC 815. The Supplier Warrant did not meet the criteria for ASC 480 or ASC 815-40 liability accounting. As the Supplier Warrant was considered indexed to the Company’s own stock and meets the requirements for equity classification, the Company accounted for the Supplier Warrant as an equity instrument.
The Company initially measured the Supplier Warrant within equity at fair value and did not subsequently remeasure the equity instrument. As of the Closing Date, the Supplier Warrant was valued at $6.8 million and was recorded to additional-paid-in capital. The Company utilized a Black-Scholes option pricing model to measure the fair value of the Supplier Warrant, using the following key assumptions: | | | | | | | Expected volatility | 134.84 | % | | Risk-free interest rate | 3.84 | % | | Expected term (in years) | 7 | | Dividend yield | 0.00% |
Expected Volatility — The expected volatility was derived from the average historical stock volatility of the Company over the expected term prior to June 9, 2023.
Risk‑Free Interest Rate — The risk‑free interest rate was based on the daily par yield curve rate per U.S. Treasury for constant maturity notes with terms approximately equal to the expected term.
Expected Term — The expected term represents the period that the Supplier Warrant was expected to be outstanding based on the contractual terms.
Dividend Yield — The expected dividend was zero as the Company has not paid and does not anticipate paying any dividends in the foreseeable future.
Transition Services Agreement
The Company also entered into a transition services agreement (the “Transition Services Agreement”) with FreshRealm, pursuant to which the Company will be paid to provide certain services to FreshRealm to facilitate the transition of the operations of the P&F Business to FreshRealm (such services, the “P&F Services”). The obligations of Blue Apron to provide the P&F Services shall terminate with respect to each P&F Service on the earlier of (i) the applicable Transition Date, which means initially September 30, 2023, subject to extension as mutually agreed to by the parties and provided that specific P&F Services may have specific Transition Dates, and (ii) the transition of the applicable operations or P&F Services to FreshRealm, in each case subject to further extension. In accordance with the Transition Services Agreement, the P&F Services being performed by the Company for FreshRealm are being charged to FreshRealm at cost (equal to pass-through charges and the estimated cost of personnel time and effort to perform the transition services), which the Company determined to, in all material respects, approximate fair value. The Company will recognize revenue under the Transition Services Agreement as services are provided to FreshRealm and any pass-through charges will be recorded as reduction to the relevant expenses.
Technology License Agreement
In connection with the execution of the Asset Purchase Agreement, the Company and FreshRealm entered into a technology license agreement (the “Technology License Agreement”), pursuant to which the Company licensed certain software and technology to FreshRealm to enable FreshRealm to perform its obligations under the Production and Fulfillment Agreement. The Technology License Agreement provides an exclusive license to the software for Blue Apron’s warehouse management system and a non-exclusive license to source code for certain other Blue Apron software used in connection with Blue Apron’s direct-to-consumer business, solely for the purpose of enabling the warehouse management system. In addition, Blue Apron received a non-exclusive license to intellectual property rights that were sold to FreshRealm in accordance with the Asset Purchase Agreement. The Technology License Agreement has certain limitations on the use of the intellectual property rights licensed to Blue Apron to prevent use of those intellectual property rights to compete with FreshRealm.
There was no consideration for the technology licenses as these licenses are required in order for FreshRealm to be able to perform its obligations under the Production and Fulfillment Agreement.
As software was not part of the Disposal Group, the Company assessed the remaining software for impairment under ASC 350-40 and determined there were indicators of impairment present related to certain internal-use capitalized software used in P&F Business. As there is no future utility for such internal-use capitalized software, the Company recorded a $1.7 million impairment loss in Other operating expense during the nine months ended September 30, 2023, representing the remaining carrying value of these assets.
Retail License Agreement In connection with the execution of the Asset Purchase Agreement, the Company and FreshRealm entered into a retail license agreement (the “Retail License Agreement”), pursuant to which the Company granted an exclusive license under certain of the Company’s trademarks and certain other specified intellectual property rights, in connection with the manufacturing, packaging, marketing, promotion, sale, and distribution of ready-to-heat, ready-to-cook and ready-to-eat meals, meal kits, and related food items and food products (the “Retail Products”) in the United States through specified sales channels other than specified direct-to-consumer channels. In addition, the Company granted FreshRealm a non-exclusive license to use the licensed intellectual property in sales presentations, business development collateral, and marketing and advertising materials related to the Retail Products. The Retail License Agreement also granted FreshRealm specified rights to sublicense the licenses for purposes of production and fulfillment of the Retail Products in the United States. Under the Retail License Agreement, FreshRealm pays certain royalties to the Company. The royalties must be spent to promote the Retail Products, although, during the term of the Retail License Agreement, a smaller proportion of the royalties must be so spent and the remainder of the royalties will be credited or paid to the Company.
In addition, the Retail License Agreement grants FreshRealm a right of first refusal to obtain rights with respect to (i) new names, trademarks, or other branding assets for use in connection with Retail Products or (ii) sale of Retail Products in territories outside of the United States.
The initial term of the Retail License Agreement is 10 years and will automatically renew for additional 2 year periods unless terminated by either party in accordance with such party’s termination rights. The Company determined that the royalties relate to the ongoing future relationship with FreshRealm and is not consideration for the sale of the Disposal Group. As such, the Company did not record any amounts related to the royalties for the three and nine months ended September 30, 2023 as no Retail Products were sold in the period.
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v3.23.3
Inventories, Net
|
9 Months Ended |
Sep. 30, 2023 |
|---|
| Inventory Disclosure [Abstract] |
|
| Inventories, Net |
Inventories, Net Inventories, net consist of the following: | | | | | | | | | | | | | September 30,
2023 | | December 31,
2022 | | (In thousands) | | Fulfillment | $ | 11 | | | $ | 2,315 | | | Product | 1,747 | | | 22,708 | | | Inventories, net | $ | 1,758 | | | $ | 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. Following the completion of the FreshRealm Transaction, on the Closing Date, the Company sold and transferred all of its product and fulfillment inventory related to its meal kits to FreshRealm.
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v3.23.3
Seller Note Receivable, Net
|
9 Months Ended |
Sep. 30, 2023 |
|---|
| Receivables [Abstract] |
|
| Seller Note Receivable, Net |
Seller Note Receivable, Net As part of the consideration for the FreshRealm Transaction, on the Closing Date, and as a security for certain of Blue Apron’s indemnification obligations under the Asset Purchase Agreement, the Company and FreshRealm entered into a promissory note in the amount of $3.5 million (the “Seller Note”). Under the Seller Note, FreshRealm is entitled to set-off any indemnifiable losses pursuant to indemnification claims under the Asset Purchase Agreement against its payment obligations under the Seller Note, which will mature and become payable to the Company on June 9, 2024. The Seller Note has an interest rate of 1.5% per annum, accruing as of the Closing Date. As the Seller Note has a stated interest rate that is not a market interest rate, the Company discounted the Seller Note to reflect the fair value market rate as of the Closing Date. Based on a market rate of 13.42% consisting of an 8.25% prime rate and a 5.17% risk-free rate per the U.S. Treasury, the Company determined the present value of the Seller Note face amount to be $3.1 million on the Closing Date. The Company is accreting the $0.4 million discount over the one-year life of the Seller Note using the effective interest rate method. As of September 30, 2023, the unaccreted discount was $0.3 million.
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- DefinitionThe entire disclosure for financing receivable. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 42
-Subparagraph (a)(2)
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-Name Accounting Standards Codification
-Section 55
-Paragraph 12A
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481933/310-10-55-12A
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-Section 50
-Paragraph 44
-Subparagraph (a)(1)
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v3.23.3
Prepaid Expenses and Other Current Assets
|
9 Months Ended |
Sep. 30, 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: | | | | | | | | | | | | | September 30,
2023 | | December 31,
2022 | | (In thousands) | | Prepaid insurance | $ | 5,056 | | | $ | 8,241 | | | Other current assets | 11,915 | | | 9,416 | | | Prepaid expenses and other current assets | $ | 16,971 | | | $ | 17,657 | |
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v3.23.3
Restricted Cash
|
9 Months Ended |
Sep. 30, 2023 |
|---|
| Cash and Cash Equivalents [Abstract] |
|
| Restricted Cash |
Restricted Cash Restricted 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: | | | | | | | | | | | | | September 30,
2023 | | December 31,
2022 | | (in thousands) | | Cash and cash equivalents | $ | 27,232 | | | $ | 33,476 | | | Restricted cash included in Prepaid expenses and other current assets | — | | | 111 | | | Restricted cash included in Other noncurrent assets | 1,141 | | | 1,069 | | | Total cash, cash equivalents, and restricted cash | $ | 28,373 | | | $ | 34,656 | | | | | | | September 30,
2022 | | December 31,
2021 | | (in thousands) | | Cash and cash equivalents | $ | 30,977 | | | $ | 82,160 | | | Restricted cash included in Prepaid expenses and other current assets | 369 | | | 608 | | | Restricted cash included in Other noncurrent assets | 1,069 | | | 829 | | | Total cash, cash equivalents, and restricted cash | $ | 32,415 | | | $ | 83,597 | |
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v3.23.3
Leases
|
9 Months Ended |
Sep. 30, 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. On the Closing Date, the Company entered into the Sublease Agreements with FreshRealm to sublease the Facilities to FreshRealm. Refer to Note 3 for additional information related to the Facilities. The Company has also entered into agreements to sublease its other fulfillment centers. The following table summarizes the weighted-average remaining lease terms and weighted average discount rates: | | | | | | | | | | | | | September 30,
2023 | | December 31,
2022 | | Weighted average remaining lease term: | | | | | Operating leases | 2.90 years | | 3.55 years | | Finance leases | 0.00 years | | 4.61 years | | Weighted average discount rate: | | | | | Operating leases | 16.21 | % | | 16.20 | % | | Finance leases | — | % | | 16.23 | % |
Lease cost consists of the following: | | | | | | | | | | | | | | | | | | | | | | | | | Three Months Ended
September 30, | | Nine Months Ended
September 30, | | 2023 | | 2022 | | 2023 | | 2022 | | (In thousands) | | | | Operating lease cost | $ | 3,185 | | $ | 3,255 | | $ | 9,628 | | $ | 9,836 | | Finance lease cost: | | | | | | | | | Amortization of right-of-use assets | — | | — | | $ | 56 | | $ | — | | Interest on lease liabilities | — | | 5 | | $ | 33 | | $ | 6 | | Total lease cost | | | | | | | | | Sublease income | (2,775) | | (920) | | $ | (4,516) | | $ | (3,055) | | Net lease cost | $ | 410 | | $ | 2,340 | | $ | 5,201 | | $ | 6,787 |
The following table presents the lease-related assets and liabilities recorded on the Consolidated Balance Sheets: | | | | | | | | | | | | | September 30,
2023 | | December 31,
2022 | | (In thousands) | | Operating leases: | | | | | Operating lease right-of use assets | $ | 26,577 | | $ | 32,340 | | Operating lease right-of use liabilities, current | $ | 9,689 | | $ | 8,650 | | Operating lease right-of use liabilities, non-current | $ | 16,608 | | $ | 23,699 | | Finance leases: | | | | | Property and equipment, net | $ | — | | $ | 260 | | Accrued expenses and other current liabilities | $ | — | | $ | 45 | | Other noncurrent liabilities | $ | — | | $ | 225 |
Supplemental cash flow information and non-cash activity related to our operating leases are as follows: | | | | | | | | | | | | | Nine Months Ended
September 30, | | 2023 | | 2022 | | (In thousands) | | Operating cash flow information: | | | | | Cash paid for amounts included in the measurement of lease liabilities | $ | 9,920 | | $ | 9,796 | | Non-cash activity: | | | | | Right-of-use assets obtained in exchange for lease obligations | $ | 574 | | $ | 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. On the Closing Date, the Company entered into the Sublease Agreements with FreshRealm to sublease the Facilities to FreshRealm. Refer to Note 3 for additional information related to the Facilities. The Company has also entered into agreements to sublease its other fulfillment centers. The following table summarizes the weighted-average remaining lease terms and weighted average discount rates: | | | | | | | | | | | | | September 30,
2023 | | December 31,
2022 | | Weighted average remaining lease term: | | | | | Operating leases | 2.90 years | | 3.55 years | | Finance leases | 0.00 years | | 4.61 years | | Weighted average discount rate: | | | | | Operating leases | 16.21 | % | | 16.20 | % | | Finance leases | — | % | | 16.23 | % |
Lease cost consists of the following: | | | | | | | | | | | | | | | | | | | | | | | | | Three Months Ended
September 30, | | Nine Months Ended
September 30, | | 2023 | | 2022 | | 2023 | | 2022 | | (In thousands) | | | | Operating lease cost | $ | 3,185 | | $ | 3,255 | | $ | 9,628 | | $ | 9,836 | | Finance lease cost: | | | | | | | | | Amortization of right-of-use assets | — | | — | | $ | 56 | | $ | — | | Interest on lease liabilities | — | | 5 | | $ | 33 | | $ | 6 | | Total lease cost | | | | | | | | | Sublease income | (2,775) | | (920) | | $ | (4,516) | | $ | (3,055) | | Net lease cost | $ | 410 | | $ | 2,340 | | $ | 5,201 | | $ | 6,787 |
The following table presents the lease-related assets and liabilities recorded on the Consolidated Balance Sheets: | | | | | | | | | | | | | September 30,
2023 | | December 31,
2022 | | (In thousands) | | Operating leases: | | | | | Operating lease right-of use assets | $ | 26,577 | | $ | 32,340 | | Operating lease right-of use liabilities, current | $ | 9,689 | | $ | 8,650 | | Operating lease right-of use liabilities, non-current | $ | 16,608 | | $ | 23,699 | | Finance leases: | | | | | Property and equipment, net | $ | — | | $ | 260 | | Accrued expenses and other current liabilities | $ | — | | $ | 45 | | Other noncurrent liabilities | $ | — | | $ | 225 |
Supplemental cash flow information and non-cash activity related to our operating leases are as follows: | | | | | | | | | | | | | Nine Months Ended
September 30, | | 2023 | | 2022 | | (In thousands) | | Operating cash flow information: | | | | | Cash paid for amounts included in the measurement of lease liabilities | $ | 9,920 | | $ | 9,796 | | Non-cash activity: | | | | | Right-of-use assets obtained in exchange for lease obligations | $ | 574 | | $ | 39,405 |
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v3.23.3
Property and Equipment, Net
|
9 Months Ended |
Sep. 30, 2023 |
|---|
| Property, Plant and Equipment [Abstract] |
|
| Property and Equipment, Net |
Property and Equipment, Net Property and equipment, net consists of the following: | | | | | | | | | | | | | September 30,
2023 | | December 31,
2022 | | (in thousands) | | Computer equipment | $ | 6,330 | | | $ | 12,308 | | | Capitalized software | 28,332 | | | 28,831 | | | Fulfillment equipment | 54 | | | 51,639 | | | Furniture and fixtures | 450 | | | 2,757 | | | Leasehold improvements | 6,699 | | | 113,703 | | Construction in process(1) | 2,868 | | | 2,466 | | | Property and equipment, gross | 44,733 | | | 211,704 | | | Less: accumulated depreciation and amortization | (39,110) | | | (154,518) | | | Property and equipment, net | $ | 5,623 | | | $ | 57,186 | |
________________________ (1)Construction in process includes all costs capitalized related to projects that have not yet been placed in service. Following the completion of the FreshRealm Transaction, on the Closing Date, the Company sold and transferred property and equipment related to the P&F Business to FreshRealm. See Note 3 for additional information. In June 2023, the Company recorded an impairment loss of $1.7 million primarily related to abandoned internal-use capitalized software related to the P&F Business. See Note 3 for additional information.
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v3.23.3
Accrued Expenses and Other Current Liabilities
|
9 Months Ended |
Sep. 30, 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: | | | | | | | | | | | | | September 30,
2023 | | December 31,
2022 | | (in thousands) | | Accrued compensation | $ | 5,553 | | | $ | 9,653 | | | Accrued credits and refunds reserve | 1,120 | | | 1,053 | | | Accrued marketing expenses | 2,940 | | | 3,968 | | | Accrued shipping expenses | 44 | | | 2,132 | | | Accrued workers' compensation reserve | 2,944 | | | 4,260 | | | Other current liabilities | 8,467 | | | 6,011 | | | Accrued expenses and other current liabilities | $ | 21,068 | | | $ | 27,077 | |
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v3.23.3
Deferred Revenue
|
9 Months Ended |
Sep. 30, 2023 |
|---|
| Revenue from Contract with Customer [Abstract] |
|
| Deferred Revenue |
Deferred Revenue Deferred revenue consists of the following: | | | | | | | | | | | | | September 30,
2023 | | December 31,
2022 | | (in thousands) | | Cash received prior to fulfillment | $ | 5,265 | | | $ | 4,940 | | | Gift cards, prepaid orders, and other | 12,777 | | | 14,143 | | | Deferred revenue | $ | 18,042 | | | $ | 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 $18.0 million and $19.1 million as of September 30, 2023 and December 31, 2022, respectively. During the nine months ended September 30, 2023, the Company recognized $6.8 million to Net revenue from the Deferred revenue as of December 31, 2022. See Note 16 for further information regarding the March Sponsorship Gift Cards (as defined below) and May Sponsorship Gift Cards (as defined below).
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v3.23.3
Debt
|
9 Months Ended |
Sep. 30, 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”). On May 5, 2021, the Company amended the financing agreement (the “May 2021 Amendment”), which modified certain provisions of the financing agreement. The 2020 Term Loan bore interest at a rate equal to LIBOR (subject to a 1.50% floor) plus 9.00% 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. 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. 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 provided 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. See Note 18 for further discussion 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, accelerated 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 were repaid in full. Furthermore, conditioned upon the timely payment of all the amortization payments, the noteholder agreed to waive all prepayment premiums and a fee equal to 1.00% of the principal amount of the senior secured notes if the Company had failed to use commercially reasonable efforts to cause 90% of packaging for its meal kit boxes to be recyclable, reusable or compostable that would otherwise have been owed by the Company at maturity in May 2027. On June 9, 2023, the Company repaid its senior secured notes in full. 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 for the nine months ended September 30, 2023 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 bore 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 Company amortized 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 date indicated below: | | | | | | | | | | | | | | | | | | | Senior secured notes | | Debt issuance costs, net | | Net | | (In thousands) | | 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 | |
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v3.23.3
Commitments and Contingencies
|
9 Months Ended |
Sep. 30, 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.
Richmond, California Class Actions
The Company is a party to a class action lawsuit entitled Stevie A. Hayes v. Blue Apron, LLC (“Hayes”), that was filed in the California Superior Court in Contra Costa County under the California wage and hour laws on behalf of certain non-exempt employees in the Company's former Richmond, California fulfillment center. The Hayes class action complaint was filed on June 21, 2023, and alleges that during the time the Company operated the Richmond, California fulfillment center, the Company failed to pay minimum wages and overtime, provide required meal and rest breaks, provide wages due upon separation from employment, provide accurate wage statements, to non-exempt employees in violation of California law. On September 11, 2023, Hayes filed an additional Private Attorneys General Act complaint seeking damages under California Labor Code section 2699, et seq., for identical allegations made in the Hayes class action complaint. On July 27, 2023, the Company removed the Hayes class action complaint from the Contra Costa County state court to federal court in the Northern District of California based on the Class Action Fairness Act (“CAFA”). On August 11, 2023, Hayes filed a Motion for Remand, which the Company opposed. The Company is awaiting for the court to rule on the remand.
The Company is also a party to a second class action lawsuit entitled Cortez Mitchell v. Blue Apron, LLC (“Mitchell”), that was filed in the California Superior Court in Contra Costa County under the California wage and hour laws on behalf of certain non-exempt employees that worked for the Company and directly or indirectly for staffing agencies in the Company’s former Richmond, California fulfillment center. The Mitchell class action complaint was filed on August 25, 2023, and alleges nearly identical claims as the Hayes class action complaint for failure to pay minimum wages and overtime, provide required meal and rest breaks, provide wages due upon separation from employment, and failure to provide accurate wage statements, to non-exempt employees in violation of California law. In addition, the Mitchell class action complaint alleges a new cause of action for a failure to reimburse certain necessary business expenses. On September 15, 2023, Mitchell filed an additional Private Attorneys General Act complaint seeking damages under California Labor Code section 2699, et seq., for similar allegations made in the Mitchell class action complaint along with additional claims including but not limited to violations of sick leave, failure to pay vested vacation or paid time off, failure to provide a safe and healthful workplace, and unlawful agreements of criminal history inquiries. On October 6, 2023, the Company removed the Mitchell case from the Contra Costa County state court to federal court in the Northern District of California based on CAFA. Mitchell failed to file a Motion for Remand by the deadline of November 6, 2023 and, as a result, the Mitchell case will remain in federal court.
The Company is in the preliminary stages of reviewing the allegations made in the Hayes and Mitchell class action complaints and believes that it has strong defenses and intends to vigorously defend against these lawsuits. As a result, the Company is currently unable to provide any assurances as to the ultimate outcome of these lawsuits or that an adverse resolution of these lawsuits would not have a material adverse effect on the Company's consolidated financial position or results of operations.
Legal Proceedings Related to the Merger
Additionally, on October 19, 2023, Damir Khamidullin, a purported stockholder of the Company, filed a complaint with the United States District Court for the Southern District of New York, captioned Damir Khamidullin vs. Blue Apron Holdings, Inc., Jennifer Carr-Smith, Beverly K. Carmichael, Linda Findley, Brenda Freeman, Elizabeth Huebner, and Amit Shah, Case No. 1:23-cv-09213 (the “Khamidullin complaint”). On October 24, 2023, Steven Weiss, a purported stockholder of the Company, filed a complaint with the United States District Court for the District of Delaware, captioned Steven Weiss v. Blue Apron Holdings, Inc., Jennifer Carr-Smith, Beverly K. Carmichael, Linda Findley, Brenda Freeman, Elizabeth Huebner, and Amit Shah, Case No. 1:23-cv-01208-UNA (the “Weiss complaint”). On October 25, 2023, Patrick Plumley, a purported stockholder of the Company, filed a complaint with the United States District Court for the District of Delaware, captioned Patrick Plumley v. Blue Apron Holdings, Inc., Jennifer Carr-Smith, Beverly K. Carmichael, Linda Findley, Brenda Freeman, Elizabeth Huebner, and Amit Shah, Case No. 1:23-cv-01214-UNA (the “Plumley complaint” and collectively with the Khamidullin complaint and the Weiss complaint, the “complaints”).
The complaints name as defendants the Company and each member of the board of directors. The complaints allege, among other things, that the defendants violated Sections 14(d), 14(e), and 20(a) of the Exchange Act and Rule 14d-9 promulgated thereunder by omitting and/or misrepresenting material facts related to the transaction from the Schedule 14D-9. The complaints seek, among other relief, (i) injunctive relief preventing the consummation of the Merger, (ii) recission of the Merger Agreement or rescissory damages, (iii) other damages purportedly incurred on account of the alleged omissions or misstatements, and (iv) an award of plaintiff’s costs and disbursements of the action, including attorneys’ and expert fees and expenses. In addition, the Plumley complaint seeks a declaration that the defendants violated Section 14(a) and/or 20(a) of the Exchange Act.
The Company also received (a) one demand letter on October 17, 2023, sent on behalf of Matthew Whitfield (the “Whitfield demand”), a purported stockholder of the Company; (b) one demand letter on October 18, 2023, sent on behalf of Richard Dabney (the “Dabney demand”), a purported stockholder of the Company; (c) two demand letters on October 19, 2023 sent on behalf of Jason Walton (the “Walton demand”) and Peter Salib (the “Salib demand”), respectively, and each a purported stockholder of the Company; (d) three demand letters on October 20, 2023 sent on behalf of Jorg Raue (the “Raue demand”), Scott Goley (the “Goley demand”) and Brad Nwosu (the “Nwosu demand”), respectively, and each a purported stockholder of the Company; (e) one demand letter on October 24, 2023 sent on behalf of Rita Brodt (the “Brodt demand”), a purported stockholder of the Company; (f) two demand letters on October 25, 2023 sent on behalf of Jordan Wilson (the “Wilson demand”) and Jordan Rosenblatt (the “Rosenblatt Demand”), respectively, and each a purported stockholder of the Company; (g) two demand letters on October 26, 2023 sent on behalf of Alfred Yarkony (the “Yarkony demand”) and Eric Sabatini (the “Sabatini demand”), respectively, and each a purported stockholder of the Company and (h) one demand letter on October 27, 2023 sent on behalf of Miriam Nathan (the “Nathan demand”), a purported stockholder of the Company. Each of the Whitfield demand, the Dabney demand, the Walton demand, the Salib demand, the Raue demand, the Goley demand, the Nwosu demand, the Brodt demand, the Wilson demand, the Rosenblatt demand, the Yarkony demand, the Sabatini demand and the Nathan demand alleges omissions of material information with respect to the transaction from the Schedule 14D-9 filed by the Company and demands that the Company promptly provide stockholders with additional disclosure. In addition, each of the Salib demand and Nathan demand includes a draft complaint, which contains allegations and requests for relief substantially consistent with those set forth in the complaints, and states an intention to file such complaint.
The Company also received one letter on October 26, 2023, sent on behalf of Richard Birnbaum (the “220 demand”), a purported stockholder of the Company, seeking to inspect certain books and records of the Company related to the Merger and related matters pursuant to Section 220 of the DGCL (and the aforementioned demands are collectively referred to herein as, the “demands”). The Company responded to the 220 demand on November 3, 2023. On November 8, 2023, Mr. Birnbaum filed a Section 220 action in the Court of Chancery of the State of Delaware, captioned Birnbaum v. Blue Apron Holdings, Inc., C.A. 2023-1132, together with a letter to the Court indicating that Mr. Birnbaum filed the action to preserve standing and does not seek to schedule proceedings at this time. The outcome of the matters described above cannot be predicted with certainty. However, the Company believes that the allegations in the complaints and the demands are without merit. Additional demands may be made or complaints may be filed against the Company, the board of directors, Wonder and/or Purchaser in connection with the transactions contemplated by the Merger Agreement, the Schedule TO, together with the exhibits thereto, as it or they may be amended or supplemented from time to time, filed jointly by Wonder and Purchaser with the SEC on October 13, 2023, and the Schedule 14D-9. If such additional demands are made or complaints are filed, absent new or different allegations that are material, the Company, Parent and/or Purchaser will not necessarily announce such additional demands or complaints. As a result, the Company is currently unable to provide any assurances as to the ultimate outcome of the foregoing legal proceedings or that an adverse resolution of the legal proceedings would not have a material adverse effect on the Company's consolidated financial position or results of operations.
In addition, from time to time the Company may become involved in other 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. Regardless of the outcome, any such litigation and claims may have an adverse impact on the Company because of defense and settlement costs, diversion of management resources and other factors.
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v3.23.3
Stockholders' Equity (Deficit)
|
9 Months Ended |
Sep. 30, 2023 |
|---|
| Equity [Abstract] |
|
| Stockholders' Equity (Deficit) |
Stockholders’ Equity (Deficit) Public Equity Offerings During the nine months ended September 30, 2023, the Company issued and sold 1,935,955 shares of its Class A Common Stock via “at-the-market” equity offerings, resulting in $20.1 million of proceeds, net of commissions and offering costs. The Company did not issue and sell any shares of its Class A Common Stock via "at-the-market" equity offerings during the three months ended September 30, 2023. 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 $168.00 per unit). In the aggregate, RJB received (i) 29,762 shares of Class A Common Stock, and (ii) warrants to purchase 41,667 shares of Class A Common Stock at exercise prices of $180.00 per share, $216.00 per share, and $240.00 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 277,778 shares of Class A Common Stock for an aggregate purchase price of $40.0 million (or $144.00 per share), of which 138,889 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 138,889 shares of Class A Common Stock remaining to be issued and sold under the initial RJB Purchase Agreement at a $60.00 price per share, instead of a price of $144.00 per share, and (ii) an additional 694,444 shares of Class A Common Stock at a price of $60.00 per share. Upon execution of the amendment, the RJB Second Closing comprised in the aggregate a purchase price of $50.0 million and 833,333 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 $67.80 for the purchase of the 833,333 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, an affiliate of Sanberg funded $1.0 million under the RJB Purchase Agreement, in exchange for which the Company issued and sold 14,749 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. See Note 3 for additional information related to the Supplier Warrant. As of September 30, 2023, the equity-classified warrants issued by the Company were as follows: | | | | | | | | | | | | | | | | | | | | | | Exercise Price | | Issued | | Exercised | | Outstanding as of September 30, 2023 | | $ | 0.01 | | | 1,268,574 | | | | 1,268,574 | | $ | 180.00 | | | 543,810 | | — | | 543,810 | | $ | 216.00 | | | 271,905 | | — | | 271,905 | | $ | 240.00 | | | 135,952 | | — | | 135,952 |
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v3.23.3
Share-based Compensation
|
9 Months Ended |
Sep. 30, 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
September 30, | | Nine Months Ended
September 30, | | 2023 | | 2022 | | 2023 | | 2022 | | (In thousands) | | (In thousands) | | Cost of goods sold, excluding depreciation and amortization | $ | — | | | $ | — | | | $ | — | | | $ | 2 | | | Product, technology, general and administrative | 815 | | | 1,507 | | | 3,061 | | | 5,382 | | | Total share-based compensation | $ | 815 | | | $ | 1,507 | | | $ | 3,061 | | | $ | 5,384 | |
|
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v3.23.3
Related Party Transactions
|
9 Months Ended |
Sep. 30, 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 the closing dates of the transactions discussed below, Joseph N. Sanberg and his affiliates met 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 nine months ended September 30, 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 14 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
September 30, | | Nine Months Ended
September 30, | | 2023 | | 2022 | | 2023 | | 2022 | | (In thousands) | | (In thousands) | | Net revenue: | | | | | | | | Feeding America bulk sale | $ | — | | | $ | — | | | $ | — | | | $ | 10,000 | | March Sponsorship Gift Cards | $ | 26 | | | $ | 2,563 | | | $ | 238 | | | $ | 3,046 | | | Cost of goods sold, excluding depreciation and amortization | $ | 17 | | | $ | 1,726 | | | $ | 153 | | | $ | 7,194 | | | Product, technology, general and administrative | $ | — | | | $ | — | | | $ | 208 | | | $ | 3,000 | |
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-Section S99
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-Subparagraph (SX 210.6-07(2)(c))
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-Section S99
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-Subparagraph (SX 210.6-07(2)(e))
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v3.23.3
Earnings per Share
|
9 Months Ended |
Sep. 30, 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 September 30, | | Nine Months Ended September 30, | | 2023 | | 2022 | | 2023 | | 2022 | | Class A | | Class A | | Class A | | Class A | | (In thousands, except share and per-share data) | | | | | | | | | Numerator: | | | | | | | | | Net income (loss) attributable to common stockholders | $ | (10,289) | | | $ | (25,949) | | | $ | (89,255) | | | $ | (87,949) | | | Denominator: | | | | | | | | | Weighted-average shares used to compute net income (loss) per share attributable to common stockholders—basic | 7,671,395 | | 2,904,428 | | 6,579,247 | | 2,812,318 | | Weighted-average shares used to compute net income (loss) per share attributable to common stockholders—diluted | 7,671,395 | | 2,904,428 | | 6,579,247 | | 2,812,318 | | | | | | | | | Net income (loss) per share attributable to common stockholders—basic (1) | $ | (1.34) | | | $ | (8.93) | | | $ | (13.57) | | | $ | (31.27) | | Net income (loss) per share attributable to common stockholders—diluted (1) | $ | (1.34) | | | $ | (8.93) | | | $ | (13.57) | | | $ | (31.27) | |
________________________ (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 September 30, | | Nine Months Ended September 30, | | 2023 | | 2022 | | 2023 | | 2022 | | Class A | | Class A | | Class A | | Class A | | Stock options | 1,915 | | 2,517 | | 1,991 | | 2,742 | | Restricted stock units | 268,141 | | 195,471 | | 264,958 | | 198,233 | | Warrants | 951,667 | | 951,667 | | 951,667 | | 950,676 | | Total anti-dilutive securities | 1,221,723 | | 1,149,655 | | 1,218,616 | | 1,151,651 |
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v3.23.3
Fair Value Measurements
|
9 Months Ended |
Sep. 30, 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 on a recurring basis as of September 30, 2023 and December 31, 2022. Non-Financial Assets Certain non-financial assets, such as long-lived assets, are only recorded at fair value if an impairment loss is recognized. Impairment losses recognized as of September 30, 2023 and December 31, 2022 were $1.7 million and $0.0 million, respectively. The following table presents non-financial assets that were measured and recorded at fair value on a non-recurring basis and the total impairment losses recorded on those assets. Non-recurring fair value measurements for the period ended September 30, 2023, included the following: | | | | | | | | | | | | | | | | | | | | | | | | | | | | Nine Months Ended September 30, 2023 | | Carrying value before impairment | | Fair value
(Level 3) | | Impairment Loss | | | | Non-financial assets (in thousands) | | | | | | | | | | Long-lived assets | $ | 1,662 | | $ | — | | $ | 1,662 |
See Note 3 and Note 9 for further discussion on the long-lived assets impairment losses. Warrant Obligation In connection with the May 2021 Amendment as discussed in Note 12, the Company agreed to prospectively grant warrants (the “Blue Torch warrant obligation”) to the lenders, so long as the 2020 Term Loan remained outstanding. 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 (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 Class A 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 Class A Common Stock as of the closing date of the May 2021 Amendment, 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 Class A 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. The following table summarizes the changes of the Blue Torch warrant obligation as of September 30, 2022 and December 31, 2021: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Balance as of December 31, 2021 | | Loss (gain) on changes in stock price | | Loss (gain) on changes in estimated common stock on a fully-diluted basis | | Exercise of warrants | | Derecognition | | Balance as of September 30, 2022 | | (In thousands) | | Warrant obligation | $ | 9,589 | | | $ | (1,971) | | | $ | 153 | | | $ | (5,050) | | | $ | (2,721) | | | $ | — | |
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- DefinitionThe entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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v3.23.3
Restructuring Costs
|
9 Months Ended |
Sep. 30, 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 resulted in cash expenditures in the first half of 2023. In June 2023, the Company announced the planned departure of Irina Krechmer, the Company's former Chief Technology Officer. The board of directors approved a severance package for Ms. Krechmer on June 9, 2023. As a result, during the nine months ended September 30, 2023, the Company recorded $0.4 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 second half of 2023 and first quarter of 2024. In July 2023, the Company further executed its planned reduction in corporate personnel, which was previously planned in conjunction with the closing of the FreshRealm Transaction. As the Company executes its asset-light model, it is further streamlining its business to better match its resources to this structure. This reduction in corporate personnel resulted in a reduction of approximately 20% of the Company’s total corporate workforce. As a result, the Company incurred approximately $1.7 million in employee-related expenses, primarily consisting of severance payments, substantially all of which will result in cash expenditures in the second half of 2023 and first quarter of 2024. | | | | | | | Employee-Related Costs | | (in thousands) | | Balance - December 31, 2022 | $ | 1,295 | | | Cash payments | (911) | | Balance - March 31, 2023 | $ | 384 | | | Charges | 408 | | | Cash payments | (307) | | | Other | (69) | | | Balance - June 30, 2023 | $ | 416 | | | Charges | 1,693 | | | Cash payments | (493) | | | Balance - September 30, 2023 | $ | 1,616 | |
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v3.23.3
Subsequent Events
|
9 Months Ended |
Sep. 30, 2023 |
|---|
| Subsequent Events [Abstract] |
|
| Subsequent Events |
Subsequent EventsIn October 2023, the Company announced its decision to wind down Blue Apron Wine, which the Company expects to complete in the fourth quarter of 2023. The wind down of Blue Apron Wine is not expected to have a material impact on the Company’s Consolidated Financial Statements.
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v3.23.3
Summary of Significant Accounting Policies (Policies)
|
9 Months Ended |
Sep. 30, 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 September 30, 2023 and December 31, 2022, results of operations for the three and nine months ended September 30, 2023 and 2022, and cash flows for the nine months ended September 30, 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 | | Nine Months Ended
September 30, 2022 | | (In thousands) | | Consolidated Statement of Operations: | | | | | | | Product, technology, general & administrative | $ | 118,747 | | | $ | 2,038 | | | $ | 120,785 | | | Depreciation & amortization | $ | 16,218 | | | $ | 386 | | | $ | 16,604 | | | Interest income (expense), net | $ | (4,621) | | | $ | 1,797 | | | $ | (2,824) | |
| | | | | | | | | | | | | | | | | | | ASC 840 Amount | | ASC 842 Adjustment | | Nine Months Ended
September 30, 2022 | | (In thousands) | | Cash Flows From Operating Activities: | | | | | | | Net income (loss) | $ | (87,322) | | | $ | (627) | | | $ | (87,949) | | | Depreciation and amortization of property and equipment | $ | 16,218 | | | $ | 386 | | | $ | 16,604 | | | Prepaid expenses and other current assets | $ | (6,188) | | | $ | (103) | | | $ | (6,291) | | | Operating lease right-of-use assets | $ | — | | | $ | (760) | | | $ | (760) | | | Accrued expenses and other current liabilities | $ | (4,296) | | | $ | 522 | | | $ | (3,774) | | | Operating lease liabilities | $ | — | | | $ | 105 | | | $ | 105 | | | Other noncurrent assets and liabilities | $ | (3,828) | | | $ | 639 | | | $ | (3,189) | | | Cash Flows From Financing Activities: | | | | | | | Principal payments on financing lease obligations | $ | (120) | | | $ | 113 | | | $ | (7) | |
|
| 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 18), 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 (the “Exchange Act”), and therefore qualifies for reduced disclosure requirements for smaller reporting companies.
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v3.23.3
Summary of Significant Accounting Policies (Tables)
|
9 Months Ended |
Sep. 30, 2023 |
|---|
| Accounting Policies [Abstract] |
|
| Schedule of Adjustments to Amounts Previously Presented in Consolidated Financial Statements within Quarterly Filings under Prior Lease Standard (ASC 840) |
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 | | Nine Months Ended
September 30, 2022 | | (In thousands) | | Consolidated Statement of Operations: | | | | | | | Product, technology, general & administrative | $ | 118,747 | | | $ | 2,038 | | | $ | 120,785 | | | Depreciation & amortization | $ | 16,218 | | | $ | 386 | | | $ | 16,604 | | | Interest income (expense), net | $ | (4,621) | | | $ | 1,797 | | | $ | (2,824) | |
| | | | | | | | | | | | | | | | | | | ASC 840 Amount | | ASC 842 Adjustment | | Nine Months Ended
September 30, 2022 | | (In thousands) | | Cash Flows From Operating Activities: | | | | | | | Net income (loss) | $ | (87,322) | | | $ | (627) | | | $ | (87,949) | | | Depreciation and amortization of property and equipment | $ | 16,218 | | | $ | 386 | | | $ | 16,604 | | | Prepaid expenses and other current assets | $ | (6,188) | | | $ | (103) | | | $ | (6,291) | | | Operating lease right-of-use assets | $ | — | | | $ | (760) | | | $ | (760) | | | Accrued expenses and other current liabilities | $ | (4,296) | | | $ | 522 | | | $ | (3,774) | | | Operating lease liabilities | $ | — | | | $ | 105 | | | $ | 105 | | | Other noncurrent assets and liabilities | $ | (3,828) | | | $ | 639 | | | $ | (3,189) | | | Cash Flows From Financing Activities: | | | | | | | Principal payments on financing lease obligations | $ | (120) | | | $ | 113 | | | $ | (7) | |
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v3.23.3
Strategic Transaction (Tables)
|
9 Months Ended |
Sep. 30, 2023 |
|---|
| Discontinued Operations and Disposal Groups [Abstract] |
|
| Schedule of Disposal Groups, Purchase Consideration and Loss on Transaction |
The Disposal Group consisted of the following assets and liabilities: | | | | | | | Disposal Group | | (In thousands) | | Sold Assets | | | Inventories, net | $ | 24,990 | | | Furnishings and equipment | 44,874 | | | Operating lease right-of-use assets | 481 | | | Finance lease right-of-use assets | 463 | | | Total Sold Assets | $ | 70,808 | | | Assigned Liabilities | | | Operating lease liabilities, current | 158 | | | Finance lease liabilities, current | 93 | | | Operating lease liabilities, long-term | 314 | | | Finance lease liabilities, long-term | 381 | | | PTO accrual - relevant Team Employees | 1,442 | | | Total Assigned Liabilities | $ | 2,388 | | | Total Disposal Group | $ | 68,420 | |
The Company determined the total net consideration to be equal to the Base Sale Price, minus the face amount of the Seller Note, plus the seller note receivable, net, minus the PTO Credit, minus the value of the Supplier Warrant (as described below).
| | | | | | | Purchase Consideration | | (In thousands) | | Base purchase price | $ | 28,500 | | | Seller note principal | (3,500) | | | Seller note receivable, net | 3,086 | | | PTO credit - Relevant Team Employees | (1,442) | | | Warrant | (6,778) | | | Total Purchase consideration | $ | 19,866 | |
| | | | | | | Loss on transaction | | (In thousands) | | Total purchase consideration | $ | 19,866 | | | Total disposal group | (68,420) | | | Net loss recognized on Transaction | $ | (48,554) | |
|
| Schedule of Fair Value of Warrant |
The Company utilized a Black-Scholes option pricing model to measure the fair value of the Supplier Warrant, using the following key assumptions: | | | | | | | Expected volatility | 134.84 | % | | Risk-free interest rate | 3.84 | % | | Expected term (in years) | 7 | | Dividend yield | 0.00% |
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v3.23.3
Inventories, Net (Tables)
|
9 Months Ended |
Sep. 30, 2023 |
|---|
| Inventory Disclosure [Abstract] |
|
| Schedule of Inventories, Net |
Inventories, net consist of the following: | | | | | | | | | | | | | September 30,
2023 | | December 31,
2022 | | (In thousands) | | Fulfillment | $ | 11 | | | $ | 2,315 | | | Product | 1,747 | | | 22,708 | | | Inventories, net | $ | 1,758 | | | $ | 25,023 | |
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v3.23.3
Prepaid Expenses and Other Current Assets (Tables)
|
9 Months Ended |
Sep. 30, 2023 |
|---|
| Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] |
|
| Schedule of Prepaid Expenses and Other Current Assets |
Prepaid expenses and other current assets consist of the following: | | | | | | | | | | | | | September 30,
2023 | | December 31,
2022 | | (In thousands) | | Prepaid insurance | $ | 5,056 | | | $ | 8,241 | | | Other current assets | 11,915 | | | 9,416 | | | Prepaid expenses and other current assets | $ | 16,971 | | | $ | 17,657 | |
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v3.23.3
Restricted Cash (Tables)
|
9 Months Ended |
Sep. 30, 2023 |
|---|
| Cash and Cash Equivalents [Abstract] |
|
| Schedule of Reconciliation of Cash, Cash Equivalents, and Restricted Cash |
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: | | | | | | | | | | | | | September 30,
2023 | | December 31,
2022 | | (in thousands) | | Cash and cash equivalents | $ | 27,232 | | | $ | 33,476 | | | Restricted cash included in Prepaid expenses and other current assets | — | | | 111 | | | Restricted cash included in Other noncurrent assets | 1,141 | | | 1,069 | | | Total cash, cash equivalents, and restricted cash | $ | 28,373 | | | $ | 34,656 | | | | | | | September 30,
2022 | | December 31,
2021 | | (in thousands) | | Cash and cash equivalents | $ | 30,977 | | | $ | 82,160 | | | Restricted cash included in Prepaid expenses and other current assets | 369 | | | 608 | | | Restricted cash included in Other noncurrent assets | 1,069 | | | 829 | | | Total cash, cash equivalents, and restricted cash | $ | 32,415 | | | $ | 83,597 | |
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v3.23.3
Leases (Tables)
|
9 Months Ended |
Sep. 30, 2023 |
|---|
| Leases [Abstract] |
|
| Schedule of Weighted-Average Remaining Lease Terms and Weighted Average Discount Rates and Lease-Related Assets and Liabilities |
The following table summarizes the weighted-average remaining lease terms and weighted average discount rates: | | | | | | | | | | | | | September 30,
2023 | | December 31,
2022 | | Weighted average remaining lease term: | | | | | Operating leases | 2.90 years | | 3.55 years | | Finance leases | 0.00 years | | 4.61 years | | Weighted average discount rate: | | | | | Operating leases | 16.21 | % | | 16.20 | % | | Finance leases | — | % | | 16.23 | % |
The following table presents the lease-related assets and liabilities recorded on the Consolidated Balance Sheets: | | | | | | | | | | | | | September 30,
2023 | | December 31,
2022 | | (In thousands) | | Operating leases: | | | | | Operating lease right-of use assets | $ | 26,577 | | $ | 32,340 | | Operating lease right-of use liabilities, current | $ | 9,689 | | $ | 8,650 | | Operating lease right-of use liabilities, non-current | $ | 16,608 | | $ | 23,699 | | Finance leases: | | | | | Property and equipment, net | $ | — | | $ | 260 | | Accrued expenses and other current liabilities | $ | — | | $ | 45 | | Other noncurrent liabilities | $ | — | | $ | 225 |
|
| Schedule of Lease Cost and Supplemental Cash Flow information and Non-Cash Activity |
Lease cost consists of the following: | | | | | | | | | | | | | | | | | | | | | | | | | Three Months Ended
September 30, | | Nine Months Ended
September 30, | | 2023 | | 2022 | | 2023 | | 2022 | | (In thousands) | | | | Operating lease cost | $ | 3,185 | | $ | 3,255 | | $ | 9,628 | | $ | 9,836 | | Finance lease cost: | | | | | | | | | Amortization of right-of-use assets | — | | — | | $ | 56 | | $ | — | | Interest on lease liabilities | — | | 5 | | $ | 33 | | $ | 6 | | Total lease cost | | | | | | | | | Sublease income | (2,775) | | (920) | | $ | (4,516) | | $ | (3,055) | | Net lease cost | $ | 410 | | $ | 2,340 | | $ | 5,201 | | $ | 6,787 |
Supplemental cash flow information and non-cash activity related to our operating leases are as follows: | | | | | | | | | | | | | Nine Months Ended
September 30, | | 2023 | | 2022 | | (In thousands) | | Operating cash flow information: | | | | | Cash paid for amounts included in the measurement of lease liabilities | $ | 9,920 | | $ | 9,796 | | Non-cash activity: | | | | | Right-of-use assets obtained in exchange for lease obligations | $ | 574 | | $ | 39,405 |
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v3.23.3
Property and Equipment, Net (Tables)
|
9 Months Ended |
Sep. 30, 2023 |
|---|
| Property, Plant and Equipment [Abstract] |
|
| Schedule of Property and Equipment, Net |
Property and equipment, net consists of the following: | | | | | | | | | | | | | September 30,
2023 | | December 31,
2022 | | (in thousands) | | Computer equipment | $ | 6,330 | | | $ | 12,308 | | | Capitalized software | 28,332 | | | 28,831 | | | Fulfillment equipment | 54 | | | 51,639 | | | Furniture and fixtures | 450 | | | 2,757 | | | Leasehold improvements | 6,699 | | | 113,703 | | Construction in process(1) | 2,868 | | | 2,466 | | | Property and equipment, gross | 44,733 | | | 211,704 | | | Less: accumulated depreciation and amortization | (39,110) | | | (154,518) | | | Property and equipment, net | $ | 5,623 | | | $ | 57,186 | |
________________________ (1)Construction in process includes all costs capitalized related to projects that have not yet been placed in service.
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v3.23.3
Accrued Expenses and Other Current Liabilities (Tables)
|
9 Months Ended |
Sep. 30, 2023 |
|---|
| Payables and Accruals [Abstract] |
|
| Schedule of Accrued Expenses and Other Current Liabilities |
Accrued expenses and other current liabilities consist of the following: | | | | | | | | | | | | | September 30,
2023 | | December 31,
2022 | | (in thousands) | | Accrued compensation | $ | 5,553 | | | $ | 9,653 | | | Accrued credits and refunds reserve | 1,120 | | | 1,053 | | | Accrued marketing expenses | 2,940 | | | 3,968 | | | Accrued shipping expenses | 44 | | | 2,132 | | | Accrued workers' compensation reserve | 2,944 | | | 4,260 | | | Other current liabilities | 8,467 | | | 6,011 | | | Accrued expenses and other current liabilities | $ | 21,068 | | | $ | 27,077 | |
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v3.23.3
Deferred Revenue (Tables)
|
9 Months Ended |
Sep. 30, 2023 |
|---|
| Revenue from Contract with Customer [Abstract] |
|
| Schedule of Deferred Revenue |
Deferred revenue consists of the following: | | | | | | | | | | | | | September 30,
2023 | | December 31,
2022 | | (in thousands) | | Cash received prior to fulfillment | $ | 5,265 | | | $ | 4,940 | | | Gift cards, prepaid orders, and other | 12,777 | | | 14,143 | | | Deferred revenue | $ | 18,042 | | | $ | 19,083 | |
|
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v3.23.3
Debt (Tables)
|
9 Months Ended |
Sep. 30, 2023 |
|---|
| Debt Disclosure [Abstract] |
|
| Schedule of Debt Balances in Consolidated Balance Sheets |
The following table summarizes the presentation of the Company’s debt balances in the Consolidated Balance Sheets as of the date indicated below: | | | | | | | | | | | | | | | | | | | Senior secured notes | | Debt issuance costs, net | | Net | | (In thousands) | | 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 | |
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-Section S99
-Paragraph 3
-Subparagraph (SX 210.12-04(a))
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-Paragraph 2
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v3.23.3
Stockholders' Equity (Deficit) (Tables)
|
9 Months Ended |
Sep. 30, 2023 |
|---|
| Equity [Abstract] |
|
| Schedule of Equity-classified Warrants |
As of September 30, 2023, the equity-classified warrants issued by the Company were as follows: | | | | | | | | | | | | | | | | | | | | | | Exercise Price | | Issued | | Exercised | | Outstanding as of September 30, 2023 | | $ | 0.01 | | | 1,268,574 | | | | 1,268,574 | | $ | 180.00 | | | 543,810 | | — | | 543,810 | | $ | 216.00 | | | 271,905 | | — | | 271,905 | | $ | 240.00 | | | 135,952 | | — | | 135,952 |
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| X |
- DefinitionTabular disclosure of warrants or rights issued. Warrants and rights outstanding are derivative securities that give the holder the right to purchase securities (usually equity) from the issuer at a specific price within a certain time frame. Warrants are often included in a new debt issue to entice investors by a higher return potential. The main difference between warrants and call options is that warrants are issued and guaranteed by the company, whereas options are exchange instruments and are not issued by the company. Also, the lifetime of a warrant is often measured in years, while the lifetime of a typical option is measured in months. Disclose the title of issue of securities called for by warrants and rights outstanding, the aggregate amount of securities called for by warrants and rights outstanding, the date from which the warrants or rights are exercisable, and the price at which the warrant or right is exercisable. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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v3.23.3
Share-based Compensation (Tables)
|
9 Months Ended |
Sep. 30, 2023 |
|---|
| Share-Based Payment Arrangement [Abstract] |
|
| Schedule of Share-based Compensation for Share-based Awards in Cost of Goods Sold, Excluding Depreciation and Amortization, and Product, Technology, General and Administrative Expenses |
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
September 30, | | Nine Months Ended
September 30, | | 2023 | | 2022 | | 2023 | | 2022 | | (In thousands) | | (In thousands) | | Cost of goods sold, excluding depreciation and amortization | $ | — | | | $ | — | | | $ | — | | | $ | 2 | | | Product, technology, general and administrative | 815 | | | 1,507 | | | 3,061 | | | 5,382 | | | Total share-based compensation | $ | 815 | | | $ | 1,507 | | | $ | 3,061 | | | $ | 5,384 | |
|
| X |
- DefinitionTabular disclosure of allocation of amount expensed and capitalized for award under share-based payment arrangement to statement of income or comprehensive income and statement of financial position. Includes, but is not limited to, corresponding line item in financial statement. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
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-Paragraph 2
-Subparagraph (h)(1)
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v3.23.3
Related Party Transactions (Tables)
|
9 Months Ended |
Sep. 30, 2023 |
|---|
| Related Party Transactions [Abstract] |
|
| Schedule of Composition and Amounts of Transactions in Consolidated Statements of Operations involving its Related Parties |
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
September 30, | | Nine Months Ended
September 30, | | 2023 | | 2022 | | 2023 | | 2022 | | (In thousands) | | (In thousands) | | Net revenue: | | | | | | | | Feeding America bulk sale | $ | — | | | $ | — | | | $ | — | | | $ | 10,000 | | March Sponsorship Gift Cards | $ | 26 | | | $ | 2,563 | | | $ | 238 | | | $ | 3,046 | | | Cost of goods sold, excluding depreciation and amortization | $ | 17 | | | $ | 1,726 | | | $ | 153 | | | $ | 7,194 | | | Product, technology, general and administrative | $ | — | | | $ | — | | | $ | 208 | | | $ | 3,000 | |
|
| X |
- DefinitionTabular disclosure of related party transactions. Examples of related party transactions include, but are not limited to, transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners and (d) affiliates.
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v3.23.3
Earnings per Share (Tables)
|
9 Months Ended |
Sep. 30, 2023 |
|---|
| Earnings Per Share [Abstract] |
|
| Schedule of Earnings Per Share |
| | | | | | | | | | | | | | | | | | | | | | | | | Three Months Ended September 30, | | Nine Months Ended September 30, | | 2023 | | 2022 | | 2023 | | 2022 | | Class A | | Class A | | Class A | | Class A | | (In thousands, except share and per-share data) | | | | | | | | | Numerator: | | | | | | | | | Net income (loss) attributable to common stockholders | $ | (10,289) | | | $ | (25,949) | | | $ | (89,255) | | | $ | (87,949) | | | Denominator: | | | | | | | | | Weighted-average shares used to compute net income (loss) per share attributable to common stockholders—basic | 7,671,395 | | 2,904,428 | | 6,579,247 | | 2,812,318 | | Weighted-average shares used to compute net income (loss) per share attributable to common stockholders—diluted | 7,671,395 | | 2,904,428 | | 6,579,247 | | 2,812,318 | | | | | | | | | Net income (loss) per share attributable to common stockholders—basic (1) | $ | (1.34) | | | $ | (8.93) | | | $ | (13.57) | | | $ | (31.27) | | Net income (loss) per share attributable to common stockholders—diluted (1) | $ | (1.34) | | | $ | (8.93) | | | $ | (13.57) | | | $ | (31.27) | |
________________________ (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 Diluted Net Income (Loss) 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 September 30, | | Nine Months Ended September 30, | | 2023 | | 2022 | | 2023 | | 2022 | | Class A | | Class A | | Class A | | Class A | | Stock options | 1,915 | | 2,517 | | 1,991 | | 2,742 | | Restricted stock units | 268,141 | | 195,471 | | 264,958 | | 198,233 | | Warrants | 951,667 | | 951,667 | | 951,667 | | 950,676 | | Total anti-dilutive securities | 1,221,723 | | 1,149,655 | | 1,218,616 | | 1,151,651 |
|
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- DefinitionTabular disclosure of securities (including those issuable pursuant to contingent stock agreements) that could potentially dilute basic earnings per share (EPS) in the future that were not included in the computation of diluted EPS because to do so would increase EPS amounts or decrease loss per share amounts for the period presented, by antidilutive securities. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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-Topic 260
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v3.23.3
Fair Value Measures and Disclosures (Tables)
|
9 Months Ended |
Sep. 30, 2023 |
|---|
| Fair Value Disclosures [Abstract] |
|
| Fair Value, Assets Measured on Recurring and Nonrecurring Basis |
The following table presents non-financial assets that were measured and recorded at fair value on a non-recurring basis and the total impairment losses recorded on those assets. Non-recurring fair value measurements for the period ended September 30, 2023, included the following: | | | | | | | | | | | | | | | | | | | | | | | | | | | | Nine Months Ended September 30, 2023 | | Carrying value before impairment | | Fair value
(Level 3) | | Impairment Loss | | | | Non-financial assets (in thousands) | | | | | | | | | | Long-lived assets | $ | 1,662 | | $ | — | | $ | 1,662 |
|
| Schedule of Changes of Blue Torch Warrant Obligation |
The following table summarizes the changes of the Blue Torch warrant obligation as of September 30, 2022 and December 31, 2021: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Balance as of December 31, 2021 | | Loss (gain) on changes in stock price | | Loss (gain) on changes in estimated common stock on a fully-diluted basis | | Exercise of warrants | | Derecognition | | Balance as of September 30, 2022 | | (In thousands) | | Warrant obligation | $ | 9,589 | | | $ | (1,971) | | | $ | 153 | | | $ | (5,050) | | | $ | (2,721) | | | $ | — | |
|
| X |
- DefinitionTabular disclosure of assets measured at fair value measured on a recurring or nonrecurring basis. Includes, but is not limited to, fair value measurements recorded and the reasons for the measurements, level within the fair value hierarchy in which the fair value measurements are categorized and transfers between levels 1 and 2. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 820
-SubTopic 10
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-Paragraph 2
-Subparagraph (a)
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- DefinitionTabular disclosure of the fair value measurement of liabilities using significant unobservable inputs (Level 3), a reconciliation of the beginning and ending balances, separately presenting changes attributable to the following: (1) total gains or losses for the period (realized and unrealized), segregating those gains or losses included in earnings (or changes in net assets), and gains or losses recognized in other comprehensive income (loss) and a description of where those gains or losses included in earnings (or changes in net assets) are reported in the statement of income (or activities); (2) purchases, sales, issues, and settlements (each type disclosed separately); and (3) transfers in and transfers out of Level 3 (for example, transfers due to changes in the observability of significant inputs) by class of liability. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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v3.23.3
| X |
- DefinitionTabular disclosure of costs incurred for restructuring including, but not limited to, exit and disposal activities, remediation, implementation, integration, asset impairment, and charges against earnings from the write-down of assets. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 420
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-Paragraph 2
-Subparagraph (SAB TOPIC 5.P.4)
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v3.23.3
Organization and Description of Business (Details)
|
Jun. 07, 2023
$ / shares
shares
|
Sep. 30, 2023
$ / shares
shares
|
Sep. 28, 2023
$ / shares
|
Dec. 31, 2022
$ / shares
shares
|
| Organization and Description of Business [Line Items] |
|
|
|
|
| Stock split, conversion ratio |
0.083333333
|
|
|
|
| Common Class A |
|
|
|
|
| Organization and Description of Business [Line Items] |
|
|
|
|
| Common stock, par value (in dollars per share) | $ / shares |
$ 0.0001
|
$ 0.0001
|
$ 0.0001
|
$ 0.0001
|
| Common stock, authorized (in shares) | shares |
1,500,000,000
|
1,500,000,000
|
|
1,500,000,000
|
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-Section S99
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-Paragraph 1
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-Paragraph 4
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v3.23.3
Summary of Significant Accounting Policies - Adjustments to Amounts Previously Presented in Consolidated Financial Statements within Quarterly Filings under Prior Lease Standard (ASC 840) (Details) - USD ($)
$ in Thousands |
3 Months Ended |
9 Months Ended |
Sep. 30, 2023 |
Sep. 30, 2022 |
Sep. 30, 2023 |
Sep. 30, 2022 |
Sep. 30, 2021 |
| Consolidated Statement of Operations: |
|
|
|
|
|
| Product, technology, general and administrative |
$ 32,100
|
$ 37,646
|
$ 102,265
|
$ 120,785
|
$ 118,747
|
| Depreciation and amortization of property and equipment |
792
|
5,478
|
8,194
|
16,604
|
16,218
|
| Interest income (expense), net |
109
|
(821)
|
(1,638)
|
(2,824)
|
(4,621)
|
| Cash Flows From Operating Activities: |
|
|
|
|
|
| Net income (loss) |
|
|
(89,255)
|
(87,949)
|
(87,322)
|
| Depreciation and amortization of property and equipment |
$ 792
|
$ 5,478
|
8,194
|
16,604
|
16,218
|
| Prepaid expenses and other current assets |
|
|
404
|
(6,291)
|
(6,188)
|
| Operating lease right-of-use assets |
|
|
|
|
0
|
| Accrued expenses and other current liabilities |
|
|
(4,665)
|
(3,774)
|
(4,296)
|
| Operating lease liabilities |
|
|
(5,849)
|
105
|
0
|
| Other noncurrent assets and liabilities |
|
|
3,248
|
(3,189)
|
(3,828)
|
| Cash Flows From Financing Activities: |
|
|
|
|
|
| Principal payments on financing lease obligations |
|
|
$ (73)
|
(7)
|
(120)
|
| Cumulative Effect, Period of Adoption, Adjustment |
|
|
|
|
|
| Consolidated Statement of Operations: |
|
|
|
|
|
| Product, technology, general and administrative |
|
|
|
|
2,038
|
| Depreciation and amortization of property and equipment |
|
|
|
|
386
|
| Interest income (expense), net |
|
|
|
|
1,797
|
| Cash Flows From Operating Activities: |
|
|
|
|
|
| Net income (loss) |
|
|
|
|
(627)
|
| Depreciation and amortization of property and equipment |
|
|
|
|
386
|
| Prepaid expenses and other current assets |
|
|
|
|
(103)
|
| Operating lease right-of-use assets |
|
|
|
|
(760)
|
| Accrued expenses and other current liabilities |
|
|
|
|
522
|
| Operating lease liabilities |
|
|
|
|
105
|
| Other noncurrent assets and liabilities |
|
|
|
|
639
|
| Cash Flows From Financing Activities: |
|
|
|
|
|
| Principal payments on financing lease obligations |
|
|
|
|
$ 113
|
| Cumulative Effect, Period of Adoption, Adjusted Balance |
|
|
|
|
|
| Consolidated Statement of Operations: |
|
|
|
|
|
| Depreciation and amortization of property and equipment |
|
|
|
16,604
|
|
| Cash Flows From Operating Activities: |
|
|
|
|
|
| Net income (loss) |
|
|
|
(87,949)
|
|
| Depreciation and amortization of property and equipment |
|
|
|
16,604
|
|
| Prepaid expenses and other current assets |
|
|
|
(6,291)
|
|
| Operating lease right-of-use assets |
|
|
|
(760)
|
|
| Accrued expenses and other current liabilities |
|
|
|
(3,774)
|
|
| Operating lease liabilities |
|
|
|
105
|
|
| Other noncurrent assets and liabilities |
|
|
|
(3,189)
|
|
| Cash Flows From Financing Activities: |
|
|
|
|
|
| Principal payments on financing lease obligations |
|
|
|
$ (7)
|
|
| X |
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-Name Accounting Standards Codification
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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-Topic 946
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-Topic 230
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-Subparagraph (b)
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| X |
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-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
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-Subparagraph (c)
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 825
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 28
-Subparagraph (f)
-Publisher FASB
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
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-Paragraph 1
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
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Reference 8: http://www.xbrl.org/2003/role/exampleRef
-Topic 946
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-Paragraph 11
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
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-Name Accounting Standards Codification
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-Paragraph 1
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 810
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-Section 45
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Reference 16: http://www.xbrl.org/2009/role/commonPracticeRef
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Reference 17: http://www.xbrl.org/2003/role/disclosureRef
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Reference 19: http://www.xbrl.org/2003/role/disclosureRef
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Reference 31: http://www.xbrl.org/2003/role/disclosureRef
-Topic 942
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-Paragraph 1
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v3.23.3
Summary of Significant Accounting Policies - Narrative (Details) - USD ($)
$ / shares in Units, $ in Thousands |
|
|
|
|
3 Months Ended |
9 Months Ended |
|
|
|
|
Nov. 09, 2023 |
Jun. 09, 2023 |
May 15, 2023 |
Sep. 07, 2022 |
Sep. 30, 2023 |
Jun. 30, 2023 |
Mar. 31, 2023 |
Sep. 30, 2022 |
Jun. 30, 2022 |
Mar. 31, 2022 |
Sep. 30, 2023 |
Sep. 30, 2022 |
Sep. 28, 2023 |
Jun. 07, 2023 |
Dec. 31, 2022 |
Dec. 31, 2021 |
| Significant Accounting Policies [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Net income (loss) |
|
|
|
|
$ (10,289)
|
$ (61,930)
|
$ (17,036)
|
$ (25,949)
|
$ (23,326)
|
$ (38,674)
|
$ (89,255)
|
$ (87,949)
|
|
|
|
|
| Net cash provided by (used in) operating activities |
|
|
|
|
|
|
|
|
|
|
(16,462)
|
(67,981)
|
|
|
|
|
| Working capital deficit |
|
|
|
|
47,700
|
|
|
|
|
|
47,700
|
|
|
|
|
|
| Accumulated deficit |
|
|
|
|
866,047
|
|
|
|
|
|
866,047
|
|
|
|
$ 776,792
|
|
| Cash and cash equivalents |
|
|
|
|
$ 27,232
|
|
|
$ 30,977
|
|
|
27,232
|
30,977
|
|
|
$ 33,476
|
$ 82,160
|
| Production and fulfillment agreement, duration (in years) |
|
10 years
|
10 years
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Net proceeds from transaction |
|
$ 23,600
|
|
|
|
|
|
|
|
|
$ 23,558
|
$ 0
|
|
|
|
|
| Production and fulfillment agreement, contingent earnout |
|
$ 25,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Merger Agreement With Wonder Group, Inc. | Wonder Group Inc. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Significant Accounting Policies [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Merger agreement, share price (in dollars per share) |
|
|
|
|
|
|
|
|
|
|
|
|
$ 13.00
|
|
|
|
| Common Class A |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Significant Accounting Policies [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Common stock, par value (in dollars per share) |
|
|
|
|
$ 0.0001
|
|
|
|
|
|
$ 0.0001
|
|
0.0001
|
$ 0.0001
|
$ 0.0001
|
|
| Common Class B |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Significant Accounting Policies [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Common stock, par value (in dollars per share) |
|
|
|
|
0.0001
|
|
|
|
|
|
0.0001
|
|
0.0001
|
|
0.0001
|
|
| Common Class C |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Significant Accounting Policies [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Common stock, par value (in dollars per share) |
|
|
|
|
$ 0.0001
|
|
|
|
|
|
$ 0.0001
|
|
$ 0.0001
|
|
$ 0.0001
|
|
| Joseph N. Sanberg | Sponsorship Gift Cards Agreement | Related Party | Subsequent Event |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Significant Accounting Policies [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Sponsorship agreement, amount remaining to be received |
$ 12,700
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Issuance of common stock from private placements, net of issuance costs | RJB Second Closing | Subsequent Event |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Significant Accounting Policies [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Sale of stock, consideration to be received on transaction |
55,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Issuance of common stock from private placements, net of issuance costs | RJB Second Closing | Common Class A |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Significant Accounting Policies [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Sale of stock, consideration to be received on transaction |
|
|
|
$ 56,500
|
|
|
|
|
|
|
|
|
|
|
|
|
| Issuance of common stock from private placements, net of issuance costs | RJB Second Closing | Common Class A | Subsequent Event |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Significant Accounting Policies [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Sale of stock, consideration to be received on transaction |
$ 55,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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-Section 50
-Paragraph 11
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-11
Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 210
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-03(a)(23)(a)(4))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479440/944-210-S99-1
Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 210
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-04(17))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479617/946-210-S99-1
Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480008/505-10-S99-1
Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(30)(a)(3))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
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v3.23.3
Strategic Transaction - Narrative (Details) - USD ($)
$ / shares in Units, $ in Thousands |
|
|
|
|
1 Months Ended |
3 Months Ended |
9 Months Ended |
|
|
|
Oct. 11, 2023 |
Sep. 28, 2023 |
Jun. 09, 2023 |
May 15, 2023 |
Jun. 30, 2023 |
Sep. 30, 2023 |
Sep. 30, 2022 |
Sep. 30, 2023 |
Sep. 30, 2022 |
Dec. 31, 2023 |
Sep. 27, 2023 |
May 05, 2021 |
| Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
| Production and fulfillment agreement, duration (in years) |
|
|
10 years
|
10 years
|
|
|
|
|
|
|
|
|
| Seller note principal |
|
|
$ 3,500
|
|
|
|
|
|
|
|
|
|
| Gain (loss) on transaction |
|
|
|
|
|
$ 0
|
$ 0
|
$ (48,554)
|
$ 0
|
|
|
|
| Production and fulfillment agreement, period in which exclusivity does not apply to third parties |
|
|
24 months
|
|
|
|
|
|
|
|
|
|
| Production and fulfillment agreement, volume-based rebates |
|
|
$ 17,500
|
|
|
|
|
|
|
|
|
|
| Production and fulfillment agreement, renewal period (in years) |
|
|
2 years
|
|
|
|
|
|
|
|
|
|
| Production and fulfillment agreement, period of agreement after early termination |
|
|
18 months
|
|
|
|
|
|
|
|
|
|
| Warrant exercise price (in dollars per share) |
|
|
|
|
|
|
|
|
|
|
|
$ 0.01
|
| Loss on impairment |
|
|
|
|
$ 1,700
|
$ 1,700
|
|
1,700
|
|
|
|
|
| Retail license agreement, duration (in years) |
|
|
10 years
|
|
|
|
|
|
|
|
|
|
| Retail license agreement, renewal period (in years) |
|
|
2 years
|
|
|
|
|
|
|
|
|
|
| Subsequent Event | FreshRealm |
|
|
|
|
|
|
|
|
|
|
|
|
| Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
| Number of fractional shares issued (in shares) |
0
|
|
|
|
|
|
|
|
|
|
|
|
| FreshRealm |
|
|
|
|
|
|
|
|
|
|
|
|
| Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
| Equity investment, ownership percentage |
|
|
|
|
|
|
|
|
|
|
16.50%
|
|
| Merger Agreement With Wonder Group, Inc. | Wonder Group Inc. |
|
|
|
|
|
|
|
|
|
|
|
|
| Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
| Termination fee |
|
$ 3,100
|
|
|
|
|
|
|
|
|
|
|
| Merger Agreement With Wonder Group, Inc. | Wonder Group Inc. | Subsequent Event |
|
|
|
|
|
|
|
|
|
|
|
|
| Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
| Purchase offer open period |
20 days
|
|
|
|
|
|
|
|
|
|
|
|
| Business combination closing conditions, threshold number of shares more than one-half of common stock outstanding (in shares) |
1
|
|
|
|
|
|
|
|
|
|
|
|
| The Supplier Warrant |
|
|
|
|
|
|
|
|
|
|
|
|
| Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
| Number of warrants (in shares) |
|
|
1,268,574
|
|
|
|
|
|
|
|
|
|
| Warrant exercise price (in dollars per share) |
|
|
$ 0.01
|
|
|
|
|
|
|
|
|
|
| Percent of outstanding stock |
|
|
19.99%
|
|
|
|
|
|
|
|
|
|
| Period after closing date for warrant to be exercised |
|
|
7 years
|
|
|
|
|
|
|
|
|
|
| Days listed on trading market |
|
|
90 days
|
|
|
|
|
|
|
|
|
|
| Number of days notice required to change percentage ownership |
|
|
61 days
|
|
|
|
|
|
|
|
|
|
| Standstill/lock-up period (in months) |
|
|
18 months
|
|
|
|
|
|
|
|
|
|
| The Supplier Warrant | Dividend yield |
|
|
|
|
|
|
|
|
|
|
|
|
| Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
| Dividend yield |
|
|
0
|
|
|
|
|
|
|
|
|
|
| The Supplier Warrant | Subsequent Event | FreshRealm |
|
|
|
|
|
|
|
|
|
|
|
|
| Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
| Number of warrants (in shares) |
1,268,574
|
|
|
|
|
|
|
|
|
|
|
|
| Number of warrant withheld as cashless payment (in shares) |
984
|
|
|
|
|
|
|
|
|
|
|
|
| The Supplier Warrant | Common Class A | Subsequent Event | FreshRealm |
|
|
|
|
|
|
|
|
|
|
|
|
| Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
| Issuance of common stock upon exercise of warrants (in shares) |
1,267,590
|
|
|
|
|
|
|
|
|
|
|
|
| Disposal Group, Disposed of by Sale, Not Discontinued Operations | P&F Business |
|
|
|
|
|
|
|
|
|
|
|
|
| Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
| Base purchase price |
|
|
$ 28,500
|
|
|
|
|
|
|
|
|
|
| Seller note principal |
|
|
(3,500)
|
|
|
|
|
|
|
|
|
|
| Disposal group, additional consideration |
|
|
$ 4,000
|
|
|
|
|
|
|
|
|
|
| Delivery period following earnout calculation date |
|
|
30 days
|
|
|
|
|
|
|
|
|
|
| Earnout calculation review period |
|
|
30 days
|
|
|
|
|
|
|
|
|
|
| Earnout payment period following approval date |
|
|
5 days
|
|
|
|
|
|
|
|
|
|
| Gain (loss) on transaction |
|
|
$ (48,554)
|
|
|
|
|
$ (48,600)
|
|
|
|
|
| Warrant |
|
|
6,778
|
|
|
|
|
|
|
|
|
|
| Disposal Group, Disposed of by Sale, Not Discontinued Operations | P&F Business | Subsequent Event | Forecast |
|
|
|
|
|
|
|
|
|
|
|
|
| Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
| Disposal group, additional consideration |
|
|
|
|
|
|
|
|
|
$ 3,000
|
|
|
| Disposal Group, Disposed of by Sale, Not Discontinued Operations | P&F Business | Financial & Cost Savings Milestone |
|
|
|
|
|
|
|
|
|
|
|
|
| Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
| Disposal group, additional consideration |
|
|
3,000
|
|
|
|
|
|
|
|
|
|
| Disposal Group, Disposed of by Sale, Not Discontinued Operations | P&F Business | Compliance Milestone |
|
|
|
|
|
|
|
|
|
|
|
|
| Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
| Disposal group, additional consideration |
|
|
$ 1,000
|
|
|
|
|
|
|
|
|
|
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-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-3
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v3.23.3
Strategic Transaction - Disposal Group Assets & Liabilities (Details) - P&F Business
$ in Thousands |
Jun. 09, 2023
USD ($)
|
| Sold Assets |
|
| Inventories, net |
$ 24,990
|
| Furnishings and equipment |
44,874
|
| Operating lease right-of-use assets |
481
|
| Finance lease right-of-use assets |
463
|
| Total Sold Assets |
70,808
|
| Assigned Liabilities |
|
| Operating lease liabilities, current |
158
|
| Finance lease liabilities, current |
93
|
| Operating lease liabilities, long-term |
314
|
| Finance lease liabilities, long-term |
381
|
| PTO accrual - relevant Team Employees |
1,442
|
| Total Assigned Liabilities |
2,388
|
| Total Disposal Group |
$ 68,420
|
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v3.23.3
Strategic Transaction - Purchase Consideration (Details)
$ in Thousands |
Jun. 09, 2023
USD ($)
|
| Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] |
|
| Seller note principal |
$ 3,500
|
| P&F Business | Disposal Group, Disposed of by Sale, Not Discontinued Operations |
|
| Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] |
|
| Base purchase price |
28,500
|
| Seller note principal |
(3,500)
|
| Seller note receivable, net |
3,086
|
| PTO credit - Relevant Team Employees |
(1,442)
|
| Warrant |
(6,778)
|
| Total Purchase consideration |
$ 19,866
|
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v3.23.3
Strategic Transaction - Loss on Transaction (Details) - USD ($)
$ in Thousands |
|
3 Months Ended |
9 Months Ended |
Jun. 09, 2023 |
Sep. 30, 2023 |
Sep. 30, 2022 |
Sep. 30, 2023 |
Sep. 30, 2022 |
| Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] |
|
|
|
|
|
| Gain (loss) on transaction |
|
$ 0
|
$ 0
|
$ (48,554)
|
$ 0
|
| P&F Business |
|
|
|
|
|
| Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] |
|
|
|
|
|
| Total disposal group |
$ (68,420)
|
|
|
|
|
| Disposal Group, Disposed of by Sale, Not Discontinued Operations | P&F Business |
|
|
|
|
|
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|
|
|
|
|
| Total Purchase consideration |
19,866
|
|
|
|
|
| Gain (loss) on transaction |
$ (48,554)
|
|
|
$ (48,600)
|
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|
v3.23.3
Inventories, Net (Details) - USD ($)
$ in Thousands |
Sep. 30, 2023 |
Dec. 31, 2022 |
| Inventories, Net |
|
|
| Fulfillment |
$ 11
|
$ 2,315
|
| Product |
1,747
|
22,708
|
| Inventories, net |
$ 1,758
|
$ 25,023
|
| X |
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v3.23.3
Seller Note Receivable, Net (Details) - USD ($)
$ in Millions |
Jun. 09, 2023 |
Sep. 30, 2023 |
| Accounts, Notes, Loans and Financing Receivable [Line Items] |
|
|
| Seller note, value |
$ 3.5
|
|
| Seller note, interest rate |
1.50%
|
|
| Seller note, face amount |
$ 3.1
|
|
| Seller note, discount, value |
$ 0.4
|
$ 0.3
|
| Seller note, accretion period for discount (in years) |
1 year
|
|
| Measurement Input, Market Price |
|
|
| Accounts, Notes, Loans and Financing Receivable [Line Items] |
|
|
| Seller note, measurement input |
13.42%
|
|
| Measurement Input, Prime Rate |
|
|
| Accounts, Notes, Loans and Financing Receivable [Line Items] |
|
|
| Seller note, measurement input |
8.25%
|
|
| Risk-free interest rate |
|
|
| Accounts, Notes, Loans and Financing Receivable [Line Items] |
|
|
| Seller note, measurement input |
5.17%
|
|
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v3.23.3
Prepaid Expenses and Other Current Assets (Details) - USD ($)
$ in Thousands |
Sep. 30, 2023 |
Dec. 31, 2022 |
| Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] |
|
|
| Prepaid insurance |
$ 5,056
|
$ 8,241
|
| Other current assets |
11,915
|
9,416
|
| Prepaid expenses and other current assets |
$ 16,971
|
$ 17,657
|
| X |
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v3.23.3
Restricted Cash (Details) - USD ($)
$ in Thousands |
Sep. 30, 2023 |
Dec. 31, 2022 |
Sep. 30, 2022 |
Dec. 31, 2021 |
| Cash and Cash Equivalents [Abstract] |
|
|
|
|
| Cash and cash equivalents |
$ 27,232
|
$ 33,476
|
$ 30,977
|
$ 82,160
|
| Restricted cash included in Prepaid expenses and other current assets |
$ 0
|
$ 111
|
$ 369
|
$ 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 |
$ 1,141
|
$ 1,069
|
$ 1,069
|
$ 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 |
$ 28,373
|
$ 34,656
|
$ 32,415
|
$ 83,597
|
| X |
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v3.23.3
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v3.23.3
Leases - Lease Costs (Details) - USD ($)
$ in Thousands |
3 Months Ended |
9 Months Ended |
Sep. 30, 2023 |
Sep. 30, 2022 |
Sep. 30, 2023 |
Sep. 30, 2022 |
| Leases [Abstract] |
|
|
|
|
| Operating lease cost |
$ 3,185
|
$ 3,255
|
$ 9,628
|
$ 9,836
|
| Amortization of right-of-use assets |
0
|
0
|
56
|
0
|
| Interest on lease liabilities |
0
|
5
|
33
|
6
|
| Sublease income |
(2,775)
|
(920)
|
(4,516)
|
(3,055)
|
| Net lease cost |
$ 410
|
$ 2,340
|
$ 5,201
|
$ 6,787
|
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v3.23.3
Leases - Balance Sheet Information (Details) - USD ($)
$ in Thousands |
Sep. 30, 2023 |
Dec. 31, 2022 |
| Operating Lease [Abstract] |
|
|
| Operating lease right-of-use assets |
$ 26,577
|
$ 32,340
|
| Operating lease right-of use liabilities, current |
9,689
|
8,650
|
| Operating lease right-of use liabilities, non-current |
$ 16,608
|
$ 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
|
| Property and equipment, net |
$ 0
|
$ 260
|
| Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] |
Accrued expenses and other current liabilities
|
Accrued expenses and other current liabilities
|
| Accrued expenses and other current liabilities |
$ 0
|
$ 45
|
| Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] |
Other noncurrent liabilities
|
Other noncurrent liabilities
|
| Other noncurrent liabilities |
$ 0
|
$ 225
|
| X |
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v3.23.3
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v3.23.3
Property and Equipment, Net - Schedule of Property, Plant, and Equipment (Details) - USD ($)
$ in Thousands |
Sep. 30, 2023 |
Dec. 31, 2022 |
| Property, Plant and Equipment [Line Items] |
|
|
| Property and equipment, gross |
$ 44,733
|
$ 211,704
|
| Less: accumulated depreciation and amortization |
(39,110)
|
(154,518)
|
| Property and equipment, net |
5,623
|
57,186
|
| Computer equipment |
|
|
| Property, Plant and Equipment [Line Items] |
|
|
| Property and equipment, gross |
6,330
|
12,308
|
| Capitalized software |
|
|
| Property, Plant and Equipment [Line Items] |
|
|
| Property and equipment, gross |
28,332
|
28,831
|
| Fulfillment equipment |
|
|
| Property, Plant and Equipment [Line Items] |
|
|
| Property and equipment, gross |
54
|
51,639
|
| Furniture and fixtures |
|
|
| Property, Plant and Equipment [Line Items] |
|
|
| Property and equipment, gross |
450
|
2,757
|
| Leasehold improvements |
|
|
| Property, Plant and Equipment [Line Items] |
|
|
| Property and equipment, gross |
6,699
|
113,703
|
| Construction in process |
|
|
| Property, Plant and Equipment [Line Items] |
|
|
| Property and equipment, gross |
$ 2,868
|
$ 2,466
|
| X |
- DefinitionAmount of accumulated depreciation and amortization from plant, property, and equipment and right-of-use asset from finance lease. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 360
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-Section 50
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v3.23.3
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v3.23.3
Accrued Expenses and Other Current Liabilities (Details) - USD ($)
$ in Thousands |
Sep. 30, 2023 |
Dec. 31, 2022 |
| Accrued expenses and other current liabilities |
|
|
| Accrued compensation |
$ 5,553
|
$ 9,653
|
| Accrued credits and refunds reserve |
1,120
|
1,053
|
| Accrued marketing expenses |
2,940
|
3,968
|
| Accrued shipping expenses |
44
|
2,132
|
| Accrued workers' compensation reserve |
2,944
|
4,260
|
| Other current liabilities |
8,467
|
6,011
|
| Accrued expenses and other current liabilities |
$ 21,068
|
$ 27,077
|
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-Name Accounting Standards Codification
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-SubTopic 10
-Section S99
-Paragraph 1
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v3.23.3
Deferred Revenue - Schedule of Deferred Revenue (Details) - USD ($)
$ in Thousands |
Sep. 30, 2023 |
Dec. 31, 2022 |
| Revenue from Contract with Customer [Abstract] |
|
|
| Cash received prior to fulfillment |
$ 5,265
|
$ 4,940
|
| Gift cards, prepaid orders, and other |
12,777
|
14,143
|
| Deferred revenue |
$ 18,042
|
$ 19,083
|
| X |
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| X |
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-Topic 606
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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v3.23.3
| X |
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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|
v3.23.3
Debt - Narrative (Details)
$ in Thousands |
|
|
|
3 Months Ended |
9 Months Ended |
12 Months Ended |
|
Mar. 15, 2023
USD ($)
amortization_installment
|
May 05, 2022
USD ($)
|
Oct. 16, 2020
USD ($)
|
Sep. 30, 2023
USD ($)
|
Sep. 30, 2022
USD ($)
|
Sep. 30, 2023
USD ($)
|
Sep. 30, 2022
USD ($)
|
Dec. 31, 2022
USD ($)
|
| Debt Instrument [Line Items] |
|
|
|
|
|
|
|
|
| Gain (loss) on extinguishment of debt |
|
|
|
$ 0
|
$ 0
|
$ (1,850)
|
$ 650
|
|
| 2020 Term Loan | Minimum | LIBOR |
|
|
|
|
|
|
|
|
| Debt Instrument [Line Items] |
|
|
|
|
|
|
|
|
| Debt instrument, variable rate, floor |
|
|
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 |
|
|
9.00%
|
|
|
|
|
|
| Quarterly principal payment amount |
|
|
|
|
|
|
|
$ 875
|
| Senior Secured Notes Due 2027 | Senior Notes |
|
|
|
|
|
|
|
|
| Debt Instrument [Line Items] |
|
|
|
|
|
|
|
|
| Debt instrument, covenant, minimum liquidity |
$ 17,500
|
$ 25,000
|
|
|
|
|
|
|
| Debt instrument, covenant, minimum liquidity, after second amortization payment |
$ 10,000
|
|
|
|
|
|
|
|
| Percent of principal amount, fees waived |
1.00%
|
|
|
|
|
|
|
|
| Percentage of packaging that is recyclable |
90.00%
|
|
|
|
|
|
|
|
| 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 |
|
94.00%
|
|
|
|
|
|
|
| Debt instrument, number of installments | amortization_installment |
4
|
|
|
|
|
|
|
|
| Periodic payment |
$ 7,500
|
$ 1,500
|
|
|
|
|
|
|
| X |
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| X |
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|
| X |
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| X |
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/exampleRef
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Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef
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v3.23.3
Debt - Schedule of Debt Balances in Consolidated Balance Sheets (Details) - USD ($)
$ in Thousands |
Sep. 30, 2023 |
Dec. 31, 2022 |
| Debt Instrument [Line Items] |
|
|
| Debt issuance costs, net, current portion of long-term debt |
|
$ (2,488)
|
| Debt issuance costs, net, long-term debt |
|
0
|
| Debt issuance costs, net, total |
|
(2,488)
|
| Net, current portion of long-term debt |
$ 0
|
27,512
|
| Net, long-term debt |
|
0
|
| Net, total |
|
27,512
|
| Senior Secured Notes Due 2027 |
|
|
| Debt Instrument [Line Items] |
|
|
| Senior secured notes, current portion of long-term debt |
|
30,000
|
| Senior secured notes, long-term debt |
|
0
|
| Senior secured notes, total |
|
$ 30,000
|
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v3.23.3
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v3.23.3
Stockholders' Equity (Deficit) - Narrative (Details) - USD ($)
$ / shares in Units, $ in Thousands |
|
|
|
|
|
|
3 Months Ended |
9 Months Ended |
|
Nov. 09, 2023 |
Dec. 14, 2022 |
Sep. 07, 2022 |
Aug. 07, 2022 |
Apr. 29, 2022 |
Feb. 14, 2022 |
Jun. 30, 2023 |
Mar. 31, 2023 |
Jun. 30, 2022 |
Mar. 31, 2022 |
Sep. 30, 2023 |
May 05, 2021 |
| Class of Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
| Issuance of common stock from public equity offerings and private placements, net of issuance costs |
|
|
|
|
|
|
$ 3,432
|
$ 16,471
|
|
|
|
|
| Warrant exercise price (in dollars per share) |
|
|
|
|
|
|
|
|
|
|
|
$ 0.01
|
| Equity-Classified Warrants, Exercise Price One |
|
|
|
|
|
|
|
|
|
|
|
|
| Class of Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
| Warrant exercise price (in dollars per share) |
|
|
|
|
|
|
|
|
|
|
$ 180.00
|
|
| Equity-Classified Warrants, Exercise Price Two |
|
|
|
|
|
|
|
|
|
|
|
|
| Class of Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
| Warrant exercise price (in dollars per share) |
|
|
|
|
|
|
|
|
|
|
216.00
|
|
| Equity-Classified Warrants, Exercise Price Three |
|
|
|
|
|
|
|
|
|
|
|
|
| Class of Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
| Warrant exercise price (in dollars per share) |
|
|
|
|
|
|
|
|
|
|
$ 240.00
|
|
| Common Class A | Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
| Class of Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
| Issuance of common stock from public equity offerings and private placements, net of issuance costs (in shares) |
|
|
|
|
|
|
545,244
|
1,390,711
|
|
|
|
|
| Common Class A | Equity-Classified Warrants, Exercise Price One | February 2022 Private Placement |
|
|
|
|
|
|
|
|
|
|
|
|
| Class of Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
| Warrant exercise price (in dollars per share) |
|
|
|
|
|
$ 180.00
|
|
|
|
|
|
|
| Common Class A | Equity-Classified Warrants, Exercise Price Two | February 2022 Private Placement |
|
|
|
|
|
|
|
|
|
|
|
|
| Class of Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
| Warrant exercise price (in dollars per share) |
|
|
|
|
|
216.00
|
|
|
|
|
|
|
| Common Class A | Equity-Classified Warrants, Exercise Price Three | February 2022 Private Placement |
|
|
|
|
|
|
|
|
|
|
|
|
| Class of Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
| Warrant exercise price (in dollars per share) |
|
|
|
|
|
$ 240.00
|
|
|
|
|
|
|
| At-the-Market Equity Offering |
|
|
|
|
|
|
|
|
|
|
|
|
| Class of Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
| Issuance of common stock from public equity offerings and private placements, net of issuance costs |
|
|
|
|
|
|
|
|
|
|
$ 20,100
|
|
| At-the-Market Equity Offering | Common Class A | Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
| Class of Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
| Issuance of common stock from public equity offerings and private placements, net of issuance costs (in shares) |
|
|
|
|
|
|
|
|
|
|
1,935,955
|
|
| Issuance of common stock from private placements, net of issuance costs |
|
|
|
|
|
|
|
|
|
|
|
|
| Class of Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
| Issuance of common stock from public equity offerings and private placements, net of issuance costs |
|
|
|
|
|
|
|
|
$ 20,027
|
$ 4,809
|
|
|
| Issuance of common stock from private placements, net of issuance costs | 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) |
|
|
|
|
|
$ 168.00
|
|
|
|
|
|
|
| Issuance of common stock from private placements, net of issuance costs | RJB Second Closing | Subsequent Event |
|
|
|
|
|
|
|
|
|
|
|
|
| Class of Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
| Sale of stock, consideration to be received on transaction |
$ 55,500
|
|
|
|
|
|
|
|
|
|
|
|
| Issuance of common stock from private placements, net of issuance costs | Common Class A | Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
| Class of Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
| Issuance of common stock from public equity offerings and private placements, net of issuance costs (in shares) |
|
|
|
|
|
|
|
|
142,361
|
29,762
|
|
|
| Issuance of common stock from private placements, net of issuance costs | Common Class A | February 2022 Private Placement |
|
|
|
|
|
|
|
|
|
|
|
|
| Class of Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
| Issuance of common stock from public equity offerings and private placements, net of issuance costs (in shares) |
|
|
|
|
|
29,762
|
|
|
|
|
|
|
| Number of warrants (in shares) |
|
|
|
|
|
41,667
|
|
|
|
|
|
|
| Proceeds from issuance of stock, net of offering costs |
|
|
|
|
|
$ 4,800
|
|
|
|
|
|
|
| Issuance of common stock from private placements, net of issuance costs | Common Class A | RJB Purchase Agreement |
|
|
|
|
|
|
|
|
|
|
|
|
| Class of Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
| Proceeds from issuance of stock, net of offering costs |
|
$ 600
|
|
|
$ 20,000
|
|
|
|
|
|
|
|
| Sale of stock, number of shares to be issued in transaction (in shares) |
|
|
|
138,889
|
277,778
|
|
|
|
|
|
|
|
| Sale of stock, consideration to be received on transaction |
|
|
|
|
$ 40,000
|
|
|
|
|
|
|
|
| Share price (in dollars per share) |
|
|
|
$ 144.00
|
$ 144.00
|
|
|
|
|
|
|
|
| Sale of stock, number of shares issued in transaction (in shares) |
|
14,749
|
|
|
138,889
|
|
|
|
|
|
|
|
| Sale of stock, consideration to be received, portion funded |
|
$ 1,000
|
|
|
|
|
|
|
|
|
|
|
| Issuance of common stock from private placements, net of issuance costs | Common Class A | RJB Second Closing |
|
|
|
|
|
|
|
|
|
|
|
|
| Class of Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
| Issuance of common stock from public equity offerings and private placements, net of issuance costs |
|
|
|
$ 50,000
|
|
|
|
|
|
|
|
|
| Sale of stock, number of shares to be issued in transaction (in shares) |
|
|
|
694,444
|
|
|
|
|
|
|
|
|
| Sale of stock, consideration to be received on transaction |
|
|
$ 56,500
|
|
|
|
|
|
|
|
|
|
| Share price (in dollars per share) |
|
|
$ 67.80
|
$ 60.00
|
|
|
|
|
|
|
|
|
| Sale of stock, number of shares issued in transaction (in shares) |
|
|
|
833,333
|
|
|
|
|
|
|
|
|
| Sale of stock, aggregate number of shares to be issued in transaction (in shares) |
|
|
833,333
|
|
|
|
|
|
|
|
|
|
| Issuance of common stock from private placements, net of issuance costs | Common Class A | RJB Second Closing | Subsequent Event |
|
|
|
|
|
|
|
|
|
|
|
|
| Class of Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
| Sale of stock, consideration to be received on transaction |
$ 55,500
|
|
|
|
|
|
|
|
|
|
|
|
| Purchase Agreement With RJB Partners LLC and Matthew Salzberg | February 2022 Private Placement |
|
|
|
|
|
|
|
|
|
|
|
|
| Class of Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
| Warrant term (in years) |
|
|
|
|
|
7 years
|
|
|
|
|
|
|
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-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13
Reference 2: http://www.xbrl.org/2003/role/recommendedDisclosureRef
-Topic 272
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483014/272-10-45-3
Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 272
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482987/272-10-50-1
Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(d))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1
Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13
Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13
Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13
Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13
Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-14
Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
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-Section 50
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-18
Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
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-Subparagraph (SX 210.5-02(27)(b))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-2
Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
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-Subparagraph (SX 210.6-03(i)(2))
-Publisher FASB
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Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
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-Publisher FASB
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Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
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-Publisher FASB
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Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.6-03(i)(2)(ii))
-Publisher FASB
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-Topic 505
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-2
Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 505
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481004/946-505-50-2
Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-3
Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.6-03(i)(1))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479886/946-10-S99-3
Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480008/505-10-S99-1
Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(29))
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v3.23.3
Stockholders' Equity (Deficit) - Equity-classified Warrants (Details) - $ / shares
|
Sep. 30, 2023 |
May 05, 2021 |
| Class of Warrant or Right [Line Items] |
|
|
| Exercise price (in dollars per share) |
|
$ 0.01
|
| Warrant, Exercise Price One |
|
|
| Class of Warrant or Right [Line Items] |
|
|
| Exercise price (in dollars per share) |
$ 0.01
|
|
| Issued (in shares) |
1,268,574
|
|
| Exercised (in shares) |
|
|
| Outstanding (in shares) |
1,268,574
|
|
| Warrant, Exercise Price Two |
|
|
| Class of Warrant or Right [Line Items] |
|
|
| Exercise price (in dollars per share) |
$ 180.00
|
|
| Issued (in shares) |
543,810
|
|
| Exercised (in shares) |
0
|
|
| Outstanding (in shares) |
543,810
|
|
| Warrant, Exercise Price Three |
|
|
| Class of Warrant or Right [Line Items] |
|
|
| Exercise price (in dollars per share) |
$ 216.00
|
|
| Issued (in shares) |
271,905
|
|
| Exercised (in shares) |
0
|
|
| Outstanding (in shares) |
271,905
|
|
| Warrant, Exercise Price Four |
|
|
| Class of Warrant or Right [Line Items] |
|
|
| Exercise price (in dollars per share) |
$ 240.00
|
|
| Issued (in shares) |
135,952
|
|
| Exercised (in shares) |
0
|
|
| Outstanding (in shares) |
135,952
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v3.23.3
Share-based Compensation (Details) - USD ($)
$ in Thousands |
3 Months Ended |
9 Months Ended |
Sep. 30, 2023 |
Sep. 30, 2022 |
Sep. 30, 2023 |
Sep. 30, 2022 |
| Share-based Compensation Arrangement by Share-based Payment Award [Line Items] |
|
|
|
|
| Total share-based compensation |
$ 815
|
$ 1,507
|
$ 3,061
|
$ 5,384
|
| Cost of goods sold, excluding depreciation and amortization |
|
|
|
|
| Share-based Compensation Arrangement by Share-based Payment Award [Line Items] |
|
|
|
|
| Total share-based compensation |
0
|
0
|
0
|
2
|
| Product, technology, general and administrative |
|
|
|
|
| Share-based Compensation Arrangement by Share-based Payment Award [Line Items] |
|
|
|
|
| Total share-based compensation |
$ 815
|
$ 1,507
|
$ 3,061
|
$ 5,382
|
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v3.23.3
Related Party Transactions - Narrative (Details) - Joseph N. Sanberg
$ in Millions |
|
|
|
|
|
|
|
9 Months Ended |
|
Nov. 09, 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 ($)
|
Sep. 30, 2023
USD ($)
monthly_installment
|
| March Sponsorship Gift Cards | Related Party |
|
|
|
|
|
|
|
|
| Related Party Transactions |
|
|
|
|
|
|
|
|
| Amounts of transaction |
|
|
|
|
|
|
$ 9.0
|
|
| Sponsorship Gift Cards Agreement | Related Party |
|
|
|
|
|
|
|
|
| Related Party Transactions |
|
|
|
|
|
|
|
|
| Amounts of transaction |
|
|
$ 18.5
|
|
$ 20.0
|
|
|
|
| Sponsorship Gift Cards Agreement | Related Party | Subsequent Event |
|
|
|
|
|
|
|
|
| Related Party Transactions |
|
|
|
|
|
|
|
|
| Sponsorship agreement, cash received to date |
$ 5.8
|
|
|
|
|
|
|
|
| Sponsorship agreement, amount remaining to be received |
$ 12.7
|
|
|
|
|
|
|
|
| Sustainability and Carbon Credit Agreement |
|
|
|
|
|
|
|
|
| Related Party Transactions |
|
|
|
|
|
|
|
|
| Number of installments | monthly_installment |
|
|
|
|
|
|
|
24
|
| Sustainability and Carbon Credit Agreement | Related Party |
|
|
|
|
|
|
|
|
| Related Party Transactions |
|
|
|
|
|
|
|
|
| Amounts of transaction |
|
$ 5.5
|
|
$ 6.0
|
|
$ 3.0
|
|
$ 0.2
|
| Carbon credit, amount paid to affiliate |
|
$ 0.5
|
|
|
|
|
|
|
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v3.23.3
Related Party Transactions - Composition and Amounts of Transactions in Consolidated Statements of Operations involving its Related Parties (Details) - USD ($)
$ in Thousands |
3 Months Ended |
9 Months Ended |
Sep. 30, 2023 |
Sep. 30, 2022 |
Sep. 30, 2023 |
Sep. 30, 2022 |
Sep. 30, 2021 |
| Related Party Transactions |
|
|
|
|
|
| Net revenue |
$ 98,799
|
$ 109,665
|
$ 318,108
|
$ 351,653
|
|
| Cost of goods sold, excluding depreciation and amortization |
62,307
|
74,367
|
200,921
|
235,015
|
|
| Product, technology, general and administrative |
32,100
|
37,646
|
102,265
|
120,785
|
$ 118,747
|
| Related Party |
|
|
|
|
|
| Related Party Transactions |
|
|
|
|
|
| Cost of goods sold, excluding depreciation and amortization |
17
|
1,726
|
153
|
7,194
|
|
| Product, technology, general and administrative |
0
|
0
|
208
|
3,000
|
|
| Feeding America bulk sale | Related Party |
|
|
|
|
|
| Related Party Transactions |
|
|
|
|
|
| Net revenue |
0
|
0
|
0
|
10,000
|
|
| March Sponsorship Gift Cards | Related Party |
|
|
|
|
|
| Related Party Transactions |
|
|
|
|
|
| Net revenue |
$ 26
|
$ 2,563
|
$ 238
|
$ 3,046
|
|
| X |
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v3.23.3
Earnings per Share - Schedule of Earnings Per Share (Details) - USD ($)
$ / shares in Units, $ in Thousands |
3 Months Ended |
9 Months Ended |
Sep. 30, 2023 |
Sep. 30, 2022 |
Sep. 30, 2023 |
Sep. 30, 2022 |
| Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] |
|
|
|
|
| Weighted-average shares used to compute net income (loss) per share attributable to common stockholders—basic (in shares) |
7,671,395
|
2,904,428
|
6,579,247
|
2,812,318
|
| Weighted-average shares used to compute net income (loss) per share attributable to common stockholders—diluted (in shares) |
7,671,395
|
2,904,428
|
6,579,247
|
2,812,318
|
| Net income (loss) per share attributable to common stockholders—basic (in dollars per share) |
$ (1.34)
|
$ (8.93)
|
$ (13.57)
|
$ (31.27)
|
| Net income (loss) per share attributable to common stockholders—diluted (in dollars per share) |
$ (1.34)
|
$ (8.93)
|
$ (13.57)
|
$ (31.27)
|
| Common Class A |
|
|
|
|
| Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] |
|
|
|
|
| Net income (loss) available to common stockholders, basic |
$ (10,289)
|
$ (25,949)
|
$ (89,255)
|
$ (87,949)
|
| Net income (loss) available to common stockholders, diluted |
$ (10,289)
|
$ (25,949)
|
$ (89,255)
|
$ (87,949)
|
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v3.23.3
Earnings per Share - Antidilutive Securities Excluded from Computation of Diluted Net Income (Loss) Per Share (Details) - Common Class A - shares
|
3 Months Ended |
9 Months Ended |
Sep. 30, 2023 |
Sep. 30, 2022 |
Sep. 30, 2023 |
Sep. 30, 2022 |
| Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] |
|
|
|
|
| Total anti-dilutive securities (in shares) |
1,221,723
|
1,149,655
|
1,218,616
|
1,151,651
|
| Stock options |
|
|
|
|
| Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] |
|
|
|
|
| Total anti-dilutive securities (in shares) |
1,915
|
2,517
|
1,991
|
2,742
|
| Restricted stock units |
|
|
|
|
| Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] |
|
|
|
|
| Total anti-dilutive securities (in shares) |
268,141
|
195,471
|
264,958
|
198,233
|
| Warrants |
|
|
|
|
| Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] |
|
|
|
|
| Total anti-dilutive securities (in shares) |
951,667
|
951,667
|
951,667
|
950,676
|
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v3.23.3
Restructuring Costs - Narrative (Details) - USD ($)
$ in Thousands |
1 Months Ended |
3 Months Ended |
9 Months Ended |
Jul. 31, 2023 |
Sep. 30, 2023 |
Jun. 30, 2023 |
Dec. 31, 2022 |
Sep. 30, 2023 |
| Restructuring Cost and Reserve [Line Items] |
|
|
|
|
|
| Number of positions eliminated, percent |
20.00%
|
|
|
|
|
| December 2022 Restructuring |
|
|
|
|
|
| Restructuring Cost and Reserve [Line Items] |
|
|
|
|
|
| Number of positions eliminated, percent |
|
|
|
10.00%
|
|
| Employee-Related Costs |
|
|
|
|
|
| Restructuring Cost and Reserve [Line Items] |
|
|
|
|
|
| Employee-related expenses |
|
$ 1,693
|
$ 408
|
|
$ 400
|
| Restructuring and related cost, incurred cost |
$ 1,700
|
|
|
|
|
| Employee-Related Costs | December 2022 Restructuring |
|
|
|
|
|
| Restructuring Cost and Reserve [Line Items] |
|
|
|
|
|
| Employee-related expenses |
|
|
|
$ 1,500
|
|
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Reference 72: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (c)(2)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-1
| Name: |
us-gaap_AccountingStandardsUpdateExtensibleList |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
enum2:enumerationSetItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
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