0001558370-18-003821.txt : 20180503 0001558370-18-003821.hdr.sgml : 20180503 20180503071517 ACCESSION NUMBER: 0001558370-18-003821 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20180503 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20180503 DATE AS OF CHANGE: 20180503 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Blue Apron Holdings, Inc. CENTRAL INDEX KEY: 0001701114 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-CATALOG & MAIL-ORDER HOUSES [5961] IRS NUMBER: 814777373 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-38134 FILM NUMBER: 18801780 BUSINESS ADDRESS: STREET 1: 5 CROSBY STREET CITY: NEW YORK STATE: NY ZIP: 10013 BUSINESS PHONE: 347-719-4312 MAIL ADDRESS: STREET 1: 5 CROSBY STREET CITY: NEW YORK STATE: NY ZIP: 10013 8-K 1 f8-k.htm 8-K aprn_Current_Folio_8K

 

 

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 3, 2018

 

 

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.)

 

40 West 23rd Street
New York, New York

    

10010

(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))

 

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 

 

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 2.02.        Results of Operations and Financial Condition.

 

On May 3, 2018, Blue Apron Holdings, Inc. (the “Company”) announced its financial results for the quarter ended March 31, 2018. The full text of the press release issued by the Company in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

 

The information contained herein and in the accompanying exhibit shall not be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference to such filing. The information in this Current Report on Form 8-K, including the information set forth under this Item 2.02 and the exhibit hereto, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended.

 

Item 9.01.        Financial Statements and Exhibits.

 

(d) Exhibits

 

 

 

 

Exhibit

    

Description

 

 

 

99.1

    

Press Release of Blue Apron Holdings, Inc. dated May 3, 2018.

 

EXHIBIT INDEX

 

 

 

 

Exhibit

    

Description

 

 

 

99.1

    

Press Release of Blue Apron Holdings, Inc. dated May 3, 2018.

 


 

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 3, 2018

 

By:

/s/ Benjamin C. Singer

 

 

 

Benjamin C. Singer

 

 

 

General Counsel and Secretary

 


EX-99.1 2 ex-99d1.htm EX-99.1 aprn_Ex99_1

 

Exhibit 99.1

 

 

Blue Apron Holdings, Inc. Reports First Quarter 2018 Results

 

Key Highlights:

·

Net revenue increased 5% sequentially from the fourth quarter of 2017 as Blue Apron methodically reaccelerated its marketing efforts.

·

Net loss improvement of $7.5 million or 19% quarter-over-quarter; adjusted EBITDA improvement of $2.5 million or 13% quarter-over-quarter driven by strong focus on expense management and operational efficiencies.

·

Subsequent to the first quarter, Blue Apron launched its multi-channel strategy with first retail expansion.

New York, NY – May 3, 2018 – Blue Apron Holdings, Inc. (NYSE: APRN) announced today financial results for the quarter ended March 31, 2018.

“We are pleased with the progress we achieved this quarter, including significant improvement in operational efficiencies as reflected by our margin performance, which was the strongest we have seen since the second quarter of 2016,” said Brad Dickerson, Chief Executive Officer, Blue Apron Holdings Inc. “We also improved our customer metrics as we began to methodically reaccelerate marketing late last year, with a specific focus on attracting new customers with high affinity as well as deepening our engagement with current customers.”

“We look forward to building on this momentum as we continue to optimize our direct-to-consumer business, create new products that complement our core offering, and leverage new distribution channels–including our newly launched pilot program with Costco–to expand the reach of our strong brand to more households across the country.”

First Quarter 2018 Financial Results

·

Net revenue decreased 20% year-over-year to $196.7 million in the first quarter of 2018 compared to the first quarter of 2017, driven primarily by a decrease in Customers and Orders following the deliberate pull back in marketing spend in the second half of 2017, as Blue Apron builds toward momentum in the business in 2018. Net revenue increased 5% quarter-over-quarter reflecting Blue Apron’s methodical reacceleration of its marketing efforts and advanced product merchandising capabilities in the first quarter of 2018.

·

Cost of goods sold, excluding depreciation and amortization (COGS), as a percentage of net revenue, improved 310 basis points year-over-year from 68.8% to 65.8% and improved 430 basis points from the fourth quarter of 2017. This progress is mainly due to the benefits realized through enhanced planning and process-driven strategies in fulfillment center operations, led by Blue Apron’s Linden, New Jersey fulfillment center.

·

Marketing expense was $39.3 million, or 20.0% as a percentage of net revenue, in the first quarter of 2018, compared to $60.6 million, or 24.8% as a percentage of net revenue, in the first quarter of 2017. Blue Apron methodically reaccelerated marketing efforts in the first quarter of 2018 with a focus on building efficient and sustainable growth.

·

Product, technology, general, and administrative (PTGA) costs decreased 22% year-over-year from $63.2 million in the first quarter of 2017 to $49.5 million in the first quarter of 2018 primarily due to continued focus on expense management.

·

Net loss was $(31.7) million and diluted loss per share was $(0.17) in the first quarter of 2018 based on 191.5 million weighted average common shares outstanding, compared to net loss of $(52.2) million and diluted loss per share of $(0.78) in the first quarter of 2017 based on 67.1 million weighted average common

1

 


 

 

shares outstanding. Sequentially, net loss improved $7.5 million quarter-over-quarter from a net loss of $(39.1) million in the fourth quarter of 2017.

·

Adjusted EBITDA was a loss of $(17.2) million in the first quarter 2018, compared to a loss of $(46.3) million in the first quarter of 2017 reflecting improved expense management and operational efficiencies. Sequentially, adjusted EBITDA improved $2.5 million quarter-over-quarter from a loss of $(19.7) million in the fourth quarter of 2017.

Key Customer Metrics

·

Customers decreased 24% year-over-year and increased 5% quarter-over-quarter following the deliberate pullback in marketing spend in the second half of 2017, as the Company builds toward momentum in the business in 2018.  

·

Average Revenue per Customer was $250 in the first quarter of 2018 compared to $236 in the first quarter of 2017, and $248 in the fourth quarter of 2017.

·

Key customer metrics included in the chart below reflect trends of the business and seasonality as well as strategic actions by the company.

 

 

Three Months Ended,

 

    

March 31,

    

December 31,

    

March 31,

 

 

2017

 

2017

 

2018

Orders (in thousands)

 

 

4,273

 

 

3,196

 

 

3,474

Customers (in thousands)

 

 

1,036

 

 

746

 

 

786

Average Order Value

 

$

57.23

 

$

57.99

 

$

56.58

Orders per Customer

 

 

4.1

 

 

4.3

 

 

4.4

Average Revenue per Customer

 

$

236

 

$

248

 

$

250

 

For a description of how Blue Apron defines and uses these key customer metrics, please see “Use of Key Customer Metrics” below.

Liquidity and Capital Resources

·

Cash and cash equivalents was $203.5 million as of March 31, 2018.

·

Capital expenditures, including amounts in accounts payable, totaled $4.8 million for the first quarter of 2018, largely from investments in automation equipment as Blue Apron continued to strategically invest to further drive operational improvements. This represents a reduction in capital expenditures from prior year levels following the substantial completion of the Linden fulfillment center.

Conference Call and Webcast

Blue Apron will hold a  call and webcast today at 8:30 a.m., Eastern Time to discuss its first quarter 2018 results and business outlook. The conference call can be accessed by dialing (877) 883-0383 or (412) 902-6506, utilizing the conference ID 5915531. Alternatively, participants may access the live webcast on Blue Apron’s Investor Relations website at investors.blueapron.com.  

A recording of the webcast will also be available on Blue Apron’s Investor Relations website at investors.blueapron.com following the conference call. Additionally, a replay of the conference call can be accessed until Thursday, May 10, 2018 by dialing (877) 344-7529 or (412) 317-0088, utilizing the conference ID 10118403.

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About Blue Apron

Blue Apron’s mission is to make incredible home cooking accessible to everyone. Launched in 2012, Blue Apron is reimagining the way that food is produced, distributed, and consumed, and as a result, building a better food system that benefits consumers, food producers, and the planet.  The Company has developed an integrated ecosystem that enables the Company to work in a direct, coordinated manner with farmers and artisans to deliver high-quality products to customers nationwide at compelling values.

Forward Looking Statements

This press release includes statements concerning Blue Apron Holdings, Inc. and its future expectations, plans and prospects that constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. For this purpose, any statements contained herein that are not statements of historical fact may be deemed to be 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. Blue Apron has based these forward-looking statements largely on its current expectations and projections about future events and financial trends that it believes may affect its business, financial condition and results of operations. These forward-looking statements speak only as of the date of this press release and are subject to a number of risks, uncertainties and assumptions including, without limitation, the Company’s anticipated growth strategies; risks associated with its ability to achieve the benefits of the realignment; its ability to achieve future revenue growth and manage future growth effectively; its expectations regarding competition and its ability to effectively compete; its ability to successfully build out and operate its fulfillment centers; its ability to expand its product offerings; its ability to cost-effectively attract new customers, retain existing customers and increase the number of customers it serves; seasonal trends in customer behavior; its expectations regarding, and the stability of, its supply chain; the size and growth of the markets for its product offerings and its ability to serve those markets; federal and state legal and regulatory developments; other anticipated trends and challenges in its business; and other risks described in the Company’s public reports filed with the U.S. Securities and Exchange Commission (the “SEC”), including under the caption “Risk Factors” in the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2018 to be filed with the SEC and in other filings that Blue Apron may make with the SEC in the future. Blue Apron assumes no obligation to update any forward-looking statements contained in this press release as a result of new information, future events or otherwise.

Use of Non-GAAP Financial Information

This press release includes adjusted EBITDA, a non-GAAP financial measure, that is not prepared in accordance with, nor an alternative to, financial measures prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). In addition, adjusted EBITDA is not based on any standardized methodology prescribed by GAAP and is not necessarily comparable to similarly-titled measures presented by other companies.

The Company defines adjusted EBITDA as net earnings (loss) before interest income (expense), net, other operating expense, other income (expense), net, benefit (provision) for income taxes and depreciation and amortization, adjusted to eliminate share-based compensation expense. The Company presents adjusted EBITDA because it is a key measure used by the Company’s management and board of directors to understand and evaluate the Company’s operating performance, generate future operating plans and make strategic decisions regarding the allocation of capital. In particular, the Company believes that the exclusion of certain items in calculating adjusted EBITDA can produce a useful measure for period-to-period comparisons of the Company’s business.  Further, Blue Apron uses adjusted EBITDA to evaluate its operating performance and trends and make planning decisions, and it believes that adjusted EBITDA helps identify underlying trends in its business that could otherwise be masked by the effect of the items that Company excludes. Accordingly, Blue Apron believes that adjusted EBITDA provide

3

 


 

 

useful information to investors and others in understanding and evaluating its operating results, enhancing the overall understanding of the Company’s past performance and future prospects, and allowing for greater transparency with respect to key financial metrics used by its management in its financial and operational decision-making.

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 the Company’s business and an important part of its 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 impairment losses and charges related to the personnel realignment;

·

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 income tax payments that reduce cash available to us; and

·

other companies, including companies in the Company’s industry, may calculate adjusted EBITDA differently, which reduces its usefulness as a comparative measure.

Because of these limitations, adjusted EBITDA should be considered together with other operating and financial performance measures presented in accordance with GAAP. A reconciliation of adjusted EBITDA to net income (loss), the most directly comparable measure calculated in accordance with GAAP, is set forth below under the heading “Reconciliation of Non-GAAP Financial Measures”.

In addition, the Company will be presenting certain guidance regarding future operating results, including forward-looking non-GAAP measures, on today’s call and webcast. Reconciliations of these forward-looking non-GAAP measures to the most directly comparable measures calculated in accordance with GAAP will be posted on the Company’s investor relations section of its website, located at investors.blueapron.com under “Events and Presentations”.

Use of Key Customer Metrics

This press release includes various key customer metrics that we use 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 these metrics in conjunction with our financial statements. We define and determine our key customer metrics as follows: 

 

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 in any reporting period, inclusive of orders that may have eventually been refunded or credited to customers.

 

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 in a given reporting period. 

 

4

 


 

 

 

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 in a given reporting period divided by the number of Orders in that period. 

 

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. 

 

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 in a given reporting period divided by the number of Customers in that period.

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BLUE APRON HOLDINGS, INC.

Condensed Consolidated Balance Sheets

(In thousands)

(Unaudited)

 

 

    

March 31, 

    

December 31, 

 

 

2018 

 

2017 

ASSETS

 

 

 

 

 

 

CURRENT ASSETS:

 

 

 

 

 

 

Cash and cash equivalents

 

$

203,517 

 

$

228,514 

Accounts receivable

 

 

1,832 

 

 

1,945 

Inventories, net

 

 

39,745 

 

 

41,927 

Prepaid expenses and other current assets

 

 

10,672 

 

 

7,824 

Other receivables

 

 

1,163 

 

 

2,539 

Total current assets

 

 

256,929 

 

 

282,749 

Restricted cash

 

 

1,967 

 

 

2,371 

Property and equipment, net

 

 

227,110 

 

 

230,828 

Other noncurrent assets

 

 

1,664 

 

 

1,761 

TOTAL ASSETS

 

$

487,670 

 

$

517,709 

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

 

 

 

 

 

 

CURRENT LIABILITIES:

 

 

 

 

 

 

Accounts payable

 

$

27,680 

 

$

30,448 

Accrued expenses and other current liabilities

 

 

37,589 

 

 

32,615 

Deferred revenue

 

 

22,883 

 

 

27,646 

Total current liabilities

 

 

88,152 

 

 

90,709 

Long-term debt

 

 

124,734 

 

 

124,687 

Facility financing obligation

 

 

70,945 

 

 

70,347 

Other noncurrent liabilities

 

 

7,013 

 

 

8,116 

TOTAL LIABILITIES

 

 

290,844 

 

 

293,859 

TOTAL STOCKHOLDERS’ EQUITY (DEFICIT)

 

 

196,826 

 

 

223,850 

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

 

$

487,670 

 

$

517,709 

 

6

 


 

 

BLUE APRON HOLDINGS, INC.

Condensed Consolidated Statement of Operations

(In thousands, except share and per-share data)

(Unaudited)

 

 

 

 

 

Three Months Ended

 

 

March 31, 

 

    

2018

    

2017

Net revenue

 

$

196,690 

 

$

244,843 

Operating expenses:

 

 

 

 

 

 

Cost of goods sold, excluding depreciation and amortization

 

 

129,332 

 

 

168,531 

Marketing

 

 

39,329 

 

 

60,605 

Product, technology, general, and administrative

 

 

49,488 

 

 

63,210 

Depreciation and amortization

 

 

8,404 

 

 

4,180 

Total operating expenses

 

 

226,553 

 

 

296,526

Income (loss) from operations

 

 

(29,863)

 

 

(51,683)

Interest income (expense), net

 

 

(1,777)

 

 

(470)

Income (loss) before income taxes

 

 

(31,640)

 

 

(52,153)

Benefit (provision) for income taxes

 

 

(25)

 

 

(41)

Net income (loss)

 

$

(31,665)

 

$

(52,194)

 

 

 

 

 

 

 

Net income (loss) per share – basic

 

$

(0.17)

 

$

(0.78)

Net income (loss) per share – diluted

 

$

(0.17)

 

$

(0.78)

Weighted average shares outstanding – basic

 

 

191,494,036 

 

 

67,090,001 

Weighted average shares outstanding – diluted

 

 

191,494,036 

 

 

67,090,001 

 

7

 


 

 

BLUE APRON HOLDINGS, INC.

Condensed Consolidated Statement of Cash Flows

(In thousands)

(Unaudited)

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

 

March 31,

 

    

2018

    

2017

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

 

 

 

Net income (loss)

 

$

(31,665)

 

$

(52,194)

Adjustments to reconcile net income (loss) to net cash used in operating activities:

 

 

 

 

 

 

Depreciation and amortization of property and equipment

 

 

8,404 

 

 

4,180 

Loss (gain) on disposal of property and equipment

 

 

514 

 

 

23 

Changes in reserves and allowances

 

 

(581) 

 

 

411 

Share-based compensation

 

 

4,215 

 

 

1,238 

Non-cash interest expense

 

 

645 

 

 

44 

Changes in operating assets and liabilities

 

 

(1,992)

 

 

27,259 

Net cash from (used in) operating activities

 

 

(20,460)

 

 

(19,039)

CASH FLOWS FROM INVESTING ACTIVITIES:

 

 

 

 

 

 

Decrease (increase) in restricted cash

 

 

125 

 

 

— 

Cash paid for acquisition

 

 

 

 

(1,177)

Purchases of property and equipment

 

 

(5,077)

 

 

(55,086)

Proceeds from sale of fixed assets

 

 

430 

 

 

— 

Net cash from (used in) investing activities

 

 

(4,522)

 

 

(56,263)

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

 

 

 

 

Net proceeds from debt issuances

 

 

— 

 

 

55,000 

Proceeds from the exercise of stock options

 

 

46 

 

 

78 

Principal payments on capital lease obligations

 

 

(61)

 

 

(77)

Net cash from (used in) financing activities

 

 

(15) 

 

 

55,001 

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

 

 

(24,997) 

 

 

(20,301)

CASH AND CASH EQUIVALENTS — Beginning of period

 

 

228,514 

 

 

81,468 

CASH AND CASH EQUIVALENTS — End of period

 

$

203,517 

 

$

61,167 

 

8

 


 

 

BLUE APRON HOLDINGS, INC.

Reconciliation of Non-GAAP Financial Measures

(In thousands)

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

 

March 31,

 

December 31,

 

March 31,

 

    

2018 

    

2017 

    

2017 

Reconciliation of net income (loss) to adjusted EBITDA

 

 

 

 

 

 

 

 

    

Net income (loss)

 

$

(31,665)

 

$

(39,120)

 

$

(52,194)

Share-based compensation

 

 

4,215 

 

 

2,518 

 

 

1,238 

Depreciation and amortization

 

 

8,404 

 

 

8,501 

 

 

4,180 

Other operating expense

 

 

 

 

 

6,779 

 

 

 

Interest (income) expense, net

 

 

1,777 

 

 

1,581 

 

 

470 

Provision (benefit) for income taxes

 

 

25

 

 

 

 

41 

Adjusted EBITDA

 

$

(17,244)

 

$

(19,739)

 

$

(46,265)

 

9