Blue Apron Q2'23 Presentation

August 9, 2023

Disclaimers: Forward Looking Statements and Use of Non-GAAP Information

This presentation 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. The forward-looking statements in this presentation

are only predictions. 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 presentation and are subject to a number of risks, uncertainties and assumptions including, without limitation, the company's

ability to successfully execute its business without its fulfillment and production assets; the company's ability to successfully and efficiently transition

its fulfillment and production assets to FreshRealm, Inc. ("FreshRealm"); the ability of FreshRealm to continue to fulfill the company's meal-kit

products in a manner consistent with the company's brand standards, if at all; the company's ability to achieve the anticipated benefits of the

FreshRealm transaction for its stockholders; the sufficiency of the company's cash resources and its ability to continue to operate as a going concern

if it is unable to execute its business strategy and implement its new asset-light operating plan, including (a) the company's ability to (i) earn up to $4.0

million in additional cash consideration under the asset purchase agreement it entered into with FreshRealm in connection with the FreshRealm

transaction, (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 the company entered into with FreshRealm, (b) the ability of

FreshRealm to cost effectively price the production and fulfillment of the company's meal kits and other products, or (c) the company's ability, if it is

unable to successfully implement its operating strategy, to recognize the benefits of its identified expense reductions, including the company's recent

headcount reductions, or raise additional capital or funding, including through (i) the company's at-the-market offering launched in February 2023 or

otherwise, (ii) receiving all or a sufficient portion of the remaining $68.2 million due to the company in connection with the $56.5 million private

placement 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; the company's ability, including the timing and extent, to successfully support the execution of its

strategy; the company's ability to cost-effectively attract new customers and retain existing customers (including, on the one hand, the company's

ability to execute its marketing strategy, or on the other hand, the company's ability to sustain any increase in demand the company may experience);

the company's ability to continue to expand its product offerings and distribution channels; the company's ability to sustain any increase in demand

and/or ability to continue to execute operational efficiency practices, including managing its corporate workforce reduction implemented in December

2022 and the impact of its workforce reduction on executing the company's strategy;

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Disclaimers: Forward Looking Statements and Use of Non-GAAP Information

the company's expectations regarding, and the stability of, the company 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; the company's 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; the company's ability to attract and retain qualified employees and personnel in sufficient numbers; the company's ability to effectively compete; the company's ability to maintain and grow the value of its brand and reputation; the company's ability to execute one or more financing opportunities and/or other strategic transactions, if at all, and the company's ability to achieve the anticipated benefits of any such transactions for its 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 the company's products, supply chain or carrier interruptions or delays, and any resulting need to cancel or shift customer orders; the company's ability to achieve its environmental, social and corporate governance ("ESG") goals on its anticipated timeframe, if at all; the company's reliance on FreshRealm to maintain food safety and prevent food-borne illness incidents and the company's susceptibility to supplier-initiated recalls; the company's ability to comply with modified or new laws and regulations applying to its business, or the impact that such compliance may have on its business; the company's vulnerability to adverse weather conditions, natural disasters, wars, and public health crises, including pandemics; the company's ability to protect the security and integrity of its data and protect against data security risks and breaches; and the company's ability to obtain and maintain intellectual property protection; and other risks more fully described in the company's Annual Report on Form 10-K for the year ended December 31, 2022 filed with the SEC on March 16, 2023 and the company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2023 with the SEC on May 4, 2023 and the company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2023 to be filed with the SEC in other filings that the company may make with the SEC in the future. The company assumes no obligation to update any forward-looking statements contained in this presentation, whether as a result of any new information, future events, or otherwise.

This presentation also includes adjusted EBITDA, which is 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, this non-GAAP financial measure is not based on any standardized methodology prescribed by GAAP and is not necessarily comparable to similarly-titled measures presented by other companies. A reconciliation of this measure to the most directly comparable GAAP measure is included in the Appendix to this presentation.

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Linda Findley

President and Chief Executive Officer

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BUSINESS UPDATE

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Path to Profitability

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Liquidity to Support Planned Growth

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Blue Apron Holdings Inc. published this content on 09 August 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 09 August 2023 12:35:54 UTC.