Boxed, Inc.

CIK:0001828672|SEC Filings

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($)
$ in Thousands

3 Months Ended

9 Months Ended

Sep. 30, 2022

Sep. 30, 2021

Sep. 30, 2022

Sep. 30, 2021

Total net revenue

$ 41,653

$ 49,010

$ 131,945

$ 132,218

Total cost of sales

(36,930)

(36,345)

(118,259)

(109,505)

Gross profit

4,723

12,665

13,686

22,713

Advertising expense

(2,359)

(5,174)

(22,145)

(14,618)

Selling, general, and administrative expense

(23,957)

(12,859)

(70,237)

(38,905)

Loss from operations

(21,593)

(5,368)

(78,696)

(30,810)

Other income (expense), net

(4,782)

(561)

(15,707)

509

Loss before income taxes

(26,375)

(5,929)

(94,403)

(30,301)

Income taxes

Net loss

(26,375)

(5,929)

(94,403)

(30,301)

Other comprehensive income (loss):

Net unrealized gain (loss) on available-for-sale securities

(10)

Net comprehensive loss

$ (26,365)

$ (5,929)

$ (94,413)

$ (30,301)

Net loss per share, basic and diluted

Net loss per share - basic (in dollars per share)

$ (0.37)

$ (0.55)

$ (1.38)

$ (2.99)

Net loss per share - diluted (in dollars per share)

$ (0.37)

$ (0.55)

$ (1.38)

$ (2.99)

Weighted average shares outstanding, basic and diluted

Weighted average shares outstanding, basic (in shares)

70,563,420

9,504,786

68,232,698

9,454,261

Weighted average shares outstanding, diluted (in shares)

70,563,420

9,504,786

68,232,698

9,454,261

Retail

Total net revenue

$ 41,580

$ 38,186

$ 129,543

$ 117,253

Total cost of sales

(36,633)

(35,565)

(117,003)

(107,707)

Loss from operations

(20,681)

(14,864)

(78,346)

(42,619)

Software & Services

Total net revenue

^[1]

10,824

2,402

14,965

Total cost of sales

^[1]

(297)

(780)

(1,256)

(1,798)

Loss from operations

$ (912)

$ 9,496

$ (350)

$ 11,809

[1]	For information related to related party transactions, see Note 17.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	3 Months Ended		9 Months Ended		10 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Dec. 31, 2021
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$ (26,375)	$ (5,929)	$ (94,403)	$ (30,301)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	1,078	1,102	3,286	3,566
Stock-based compensation			13,758	1,214
Noncash Common Stock Purchase Agreement costs			1,000	0
Bad debt expense/(change in reserve)			176	(87)
Change in fair value of warrants and derivative instruments			3,052	(1,470)
Settlement of forward purchase receivable			46,386	0
Settlement of forward purchase option derivative liability			(45,144)	0
Loss on extinguishment of debt			0	203
Amortization of debt discount	464	60	1,331	60
PIK Interest			3,171	0
Net amortization/accretion on available-for-sale securities			(35)	0
Unrealized gain/(loss) on available-for-sale securities			(4)	0
Noncash operating lease expense			2,413	0
Other noncash items			0	181
Changes in assets and liabilities:
Receivables, net			(294)	(1,812)
Inventories			347	2,551
Prepaid expenses and other current assets			(4,523)	(4,258)
Unbilled receivables			(2,007)	(3,680)
Deferred contract costs			18,769	0
Prepaid expenses, noncurrent			(8,555)	0
Other long-term assets			(175)	0
Accounts payable			(14,227)	4,962
Accrued expenses			1,785	1,052
Deferred revenue			9	231
Operating lease liabilities			(2,449)	0
Other liabilities			(1,573)	493
Net cash used in operating activities			(77,906)	(27,095)
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures			(3,347)	(683)
Forward purchase payments			(1,242)	0
Forward purchase receipts			6,805	0	$ 10,576
Purchase of available-for-sale securities			(6,960)	0
Sale of available-for-sale securities			3,000	0
Other investing activities			34	13
Net cash used in investing activities			(1,710)	(670)
CASH FLOWS FROM FINANCING ACTIVITIES
Principal payments on finance lease obligations			(54)	(56)
Proceeds from option exercises			781	331
Proceeds from warrant exercises			11	0
Proceeds from Common Stock Purchase Agreement			6,456	0
Repayments from borrowings			0	(7,703)
Proceeds from borrowings			0	43,800
Debt issuance costs			0	(670)
Net cash provided by financing activities			7,194	35,702
Total change in cash, cash equivalents and restricted cash			(72,422)	7,937
CASH, CASH EQUIVALENTS AND RESTRICTED CASH BEGINNING OF PERIOD			107,795	30,043
CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT END OF PERIOD	35,373	37,980	35,373	37,980	35,373
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for taxes			64	17
Cash paid for interest			3,690	281
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Right-of-use asset obtained in exchange for operating lease liability			2,384	0
Shares issued related to equity consideration of acquisition			3,000	0
Conversion of Convertible Notes			274	0
Deferred transaction costs included in accrued expense & accounts payable			0	2,843
Cash and cash equivalents at end of period	32,071	35,409	32,071	35,409	32,071	$ 105,027
Restricted cash at end of period	3,302	2,571	3,302	2,571	3,302
Cash, cash equivalents and restricted cash at end of period	$ 35,373	$ 37,980	$ 35,373	$ 37,980	$ 35,373	$ 107,795

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)
$ in Thousands

Sep. 30, 2022

Dec. 31, 2021

CURRENT ASSETS

Cash and cash equivalents

$ 32,071

$ 105,027

Restricted cash

3,302

2,768

Marketable securities

3,988

Accounts receivable, net

3,239

3,122

Inventories

11,081

11,428

Prepaid expenses and other current assets

9,438

4,915

Deferred contract costs, current

658

7,580

Forward purchase receivable

8,101

TOTAL CURRENT ASSETS

71,878

134,840

Property and equipment, net

7,387

7,019

Unbilled receivables

10,898

8,891

Forward purchase receivable

60,050

Operating lease right-of-use asset

^[1]

11,269

Goodwill

7,409

7,444

Prepaid expenses, noncurrent

8,555

Deferred contract costs, noncurrent

11,847

Other long-term assets

1,382

1,514

TOTAL ASSETS

118,778

231,605

CURRENT LIABILITIES

Accounts payable

14,705

28,936

Accrued expenses

8,177

6,392

Deferred revenue

2,030

2,020

Operating lease liabilities, current

^[1]

2,672

Other current liabilities

16,662

21,899

Earnout liability, current

286

SPAC warrant liabilities

1,667

22,045

Forward purchase option derivative

7,555

TOTAL CURRENT LIABILITIES

53,754

81,292

PIPE Convertible Notes, net of transaction costs

80,972

77,047

Long-term debt

43,589

43,287

Forward purchase option derivative

4,203

Earnout liability, noncurrent

1,781

27,134

Operating lease, liability, noncurrent

^[1]

9,005

Other long-term liabilities

385

217

TOTAL LIABILITIES

189,486

233,180

STOCKHOLDERS’ DEFICIT

Common stock, $0.0001 par value per share; 600,000,000 shares authorized as of both September 30, 2022 and December 31, 2021; 70,722,973 and 66,647,242 shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively

Additional paid-in capital

408,346

383,066

Accumulated other comprehensive income (loss)

(10)

Accumulated deficit

(479,051)

(384,648)

TOTAL STOCKHOLDERS’ DEFICIT

(70,708)

(1,575)

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT

$ 118,778

$ 231,605

[1]	Figures as of September 30, 2022 reflect the Company’s January 1, 2022 adoption of Accounting Standards Update (“ASU”) No. 2016-02, Leases. For additional details, see Note 1.