8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 6, 2021

Blue Apron Holdings, Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware	001-38134	81-4777373
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

28 Liberty Street New York, New York	10005
(Address of Principal Executive Offices)	(Zip Code)

(347) 719-4312

(Registrant’s telephone number, including area code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol	Name of Exchange on Which Registered
Class A Common Stock, $0.0001 par value per share	APRN	New York Stock Exchange LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x

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. ¨

Item 7.01 Regulation FD Disclosure.

On May 6, 2021, Blue Apron Holdings, Inc. posted an investor presentation to its website (www.blueapron.com). A copy of the investor presentation is attached as Exhibit 99.1 to this Current Report on Form 8-K.

In accordance with General Instruction B-2 of Form 8-K, the information set forth in or incorporated by reference into this Item 7.01 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit	Description
99.1	Investor Presentation dated May 6, 2021.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 hereunto duly authorized.

	BLUE APRON HOLDINGS, INC.
Date: May 6, 2021	By:	/s/ Randy J. Greben
		Randy J. Greben
		Chief Financial Officer and Treasurer

EX-99.1

Exhibit 99.1

 First Quarter 2021 Results Earnings Call

 Disclaimer: Forward Looking Statements and Use of Non-GAAP Information 2

 First Quarter 2021 Business Highlights

 Linda Findley Kozlowski President and Chief Executive Officer 4

 Business Highlights Net revenue for the first quarter of 2021 increased 27% year over year to $129.7 million driven, in part, by the continued execution of the company’s growth strategy, including through product innovation Key customer metrics’ year-over-year growth continued in the first quarter as Average Order Value grew 7% to $62, the highest reported level since prior to 2015; Orders per Customer rose 15% to 5.4 and Average Revenue per Customer increased 22% to $331 (1), (2), (3) Net loss improved $4.4 million, or 22%, year over year in the first quarter to $(15.7) million; adjusted EBITDA decreased 5% year over year to $(6.1) million (4) 5

 Business Highlights Over the Last Two Years Product week Operations Marketing

 First Quarter 2021 Financial Results

 Randy Greben Chief Financial Officer 8

 First Quarter Performance Net Revenue ($M) $129.7 Million +27% YoY Marketing ($M) 15.4% As a percentage of Net Revenue % of Net Revenue 14.8% 8.8% 9.7% 10.8% 15.4%

 First Quarter Performance Continued progress on our growth strategy, combined with shifting consumer behaviors, contributed to the highest reported Average Order Value in the first quarter of 2021 since prior to 2015 Average Order Value 3 Per Customer 1Orders Per Customer 2 % YoY 10 4.9%24.9% 21.9% 21.7% 22.5% 17.4% 20.0% 15.2% 14.9% 4.7% 1.7% 6.8%

 First Quarter Performance Net Revenue Less COGS Margin 1 37.1% -340 bps YoY PTG&A ($M) $36.6 Million +6.8% YoY % of Net Revenue 33.6% 24.8%30.0%31.9%28.2% 11

 First Quarter Performance Net Loss ($M) $(15.7) Million Adjusted EBITDA ($M)¹ $(6.1) Million 12

 Financial Outlook

 ● Second Quarter 20211 Outlook ● 1 2 14

 Q&A

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 Appendix: Adjusted EBITDA Reconciliation

 Reconciliation of Quarterly Net Income (Loss) to Adjusted EBITDA Q1 2020 Q2 2020 Q3 2020 Q4 2020 Q1 2021 Q2 2021 Guidance (in millions) Net income (loss) $(20) $1 $(15) $(12) $(16) $(17) 2 2 2 2 2 2 7 6 6 6 6 6 3 0 1 0 0 0 2 2 2 2 2 2 0 0 0 0 0 0 $(6) $11 $(5) $(2) $(6) $(7) 18 Depreciation and amortization Other operating expense Interest (income) expense, net Provision (benefit) for income taxes Adjusted EBITDA

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Cover	May 06, 2021
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	May 06, 2021
Entity File Number	001-38134
Entity Registrant Name	Blue Apron Holdings, Inc.
Entity Central Index Key	0001701114
Entity Tax Identification Number	81-4777373
Entity Incorporation, State or Country Code	DE
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
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Class A Common Stock, $0.0001 par value per share
Trading Symbol	APRN
Security Exchange Name	NYSE
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false