REG - Just Eat Takeaway - Annual Financial Report
02/03/2022 07:00
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RNS Number : 3455D Just Eat Takeaway.com N.V. 02 March 2022
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Amsterdam, 2 March 2022
Full Year 2021 Results
Revenue 1 up 33% to €5.3 billion, increasing focus on profitability going
forward
Statement of Jitse Groen, CEO of Just Eat Takeaway.com: "After a period of
significant investment, and with adjusted EBITDA losses having peaked in the
first half of 2021, the Company is now rapidly progressing towards
profitability. While the Northern European segment, with an adjusted EBITDA of
€256 million in 2021, is the most profitable segment in the industry
already, we also concluded the year with much improved adjusted EBITDA in our
other operating segments. The team is working hard to make 2022 a successful
year for both the Company and all our stakeholders."
● 2021 was a year of strong growth driven by the Company's
investments during the pandemic. Revenue on a combined basis grew by 33% to
€5.3 billion in 2021, compared with €4.0 billion in 2020. The adjusted
EBITDA margin 2 improved substantially in the fourth quarter of 2021, and as
a result the adjusted EBITDA margin for the full year of 2021 was minus 1.2%
of GTV, well within the guided range of minus 1% and minus 1.5% of GTV.
● Northern Europe was the most profitable segment in the industry
with an adjusted EBITDA of €256 million in 2021. In the UK and Ireland, the
Company doubled orders in the past two years and is now on a clear path to
profitability. In Southern Europe and ANZ, high investments into leading
positions doubled the segment, in terms of orders, during the pandemic, with
profitability improving going forward.
● In North America, both in the US and Canada, various states,
provinces and local governments imposed mandatory fee caps on online food
delivery marketplaces. This had a significant impact of €192 million on
adjusted EBITDA. At the end of 2021, many of these have expired, but they
remain in place in major US cities such as New York City and San Francisco.
● Brazilian market leader iFood continued to deliver strong growth
in 2021. GTV grew 55% in 2021 compared with 2020 and revenue grew 51% in the
same period.
● The Company's business has accelerated with Active Consumers,
Average Monthly Order Frequency, Returning Consumers and Average Transaction
Values (ATVs) improving to above pre-pandemic levels.
● Just Eat Takeaway.com raised €1.1 billion of convertible bonds
in February 2021 and secured an additional €300 million of funding through a
two-year term loan at favourable terms in December 2021, resulting in a strong
cash base to finance its operational cashflows and business plan with €1.3
billion cash on its balance sheet as of 31 December 2021. The maturity profile
on the Company's debt is well aligned with the guided profitability
improvements. Management believes that its strong cash position, balance sheet
optionality in the form of its iFood stake, as well as its intentions to seek
a strategic partner in the US, provide a solid foundation for the future.
● The Loss for the period on an IFRS basis was €1,044 million in
2021, compared with €151 million in 2020. Operating losses in 2021 were
mainly driven by investments in historically underinvested legacy Just Eat
markets to reposition the business for online share gains. In addition, Loss
for the period was caused by (i) a significant increase of depreciation,
amortisation and impairment, (ii) an increase of financing expenses and (iii)
one-off integration cost. All three items were directly related to the
acquisitions made in the last three years and in aggregate amounted to approx.
€350 million in 2021.
● Management reiterates the following financial targets:
o GTV to grow by mid-teens percentage points year-on-year in 2022
o 2021 has been the peak year of losses, with 2022 adjusted EBITDA margin
improving to the range of minus 0.6% to minus 0.8% of GTV
o In excess of €30 billion of GTV to be added over the next five years
o Long-term group adjusted EBITDA margin in excess of 5% of GTV
● To concentrate on leadership positions and profit pools, Just
Eat Takeaway.com management intends to discontinue 3 its operations in Norway
and Portugal, anticipated to be effective as of 1 April 2022. Adjusted EBITDA
in Norway and Portugal is approximately minus €10 million on an annual basis
and the impact on Orders, GTV and Revenue is immaterial.
● In line with its recent announcement to delist from Nasdaq to
reduce costs and complexity, Just Eat Takeaway.com confirms that the last
trading day of its American Depositary Shares (ADSs) on Nasdaq is expected to
be 11 March 2022. Trading of its ADS on the OTC Markets via a sponsored Level
1 programme is expected to begin on 14 March 2022.
● Today, Just Eat Takeaway.com published its annual report 2021. A
copy of the annual report is available on the Company's website
at https://www.justeattakeaway.com/investors/
(https://www.justeattakeaway.com/investors/) . In addition, a copy of the
annual report will be submitted to the National Storage Mechanism and the
annual report will shortly be available for inspection
at https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism)
Just Eat Takeaway.com N.V. (LSE: JET, AMS: TKWY, NASDAQ: GRUB), hereinafter
the "Company", or together with its group companies "Just Eat Takeaway.com",
one of the world's largest online food delivery marketplaces, hereby reports
its financial results for the full year 2021.
Performance highlights
On a Combined basis(1)
Millions unless stated otherwise
Partners (# thousands)(2) 634 506 25%
Active Consumers(2) 99 91 9%
Returning Active Consumers as % of Active Consumers 67% 66% 2pp
Average Monthly Orders per Consumer 2.9 2.6 11%
Orders
North America 374 314 19%
Northern Europe 296 219 35%
UK and Ireland 289 190 52%
Southern Europe and ANZ 128 93 38%
Total Orders 1,086 816 33%
Average Transaction Value (€) 25.94 26.28 (0.35)
Gross Transaction Value (in € millions)(3) 28,178 21,448 31%
(1) The Grubhub business was consolidated from 15 June 2021, and the Just Eat
business was consolidated from 15 April 2020. These figures are presented as
if the combination was completed on 1 January 2020 to provide comparable
information for the period. These numbers are unaudited and may not add up
due to rounding.
(2) Number as at 31 December 2021
(3) Change at constant currency level for GTV is 31%.
On a Combined basis(1)
€ millions
Revenue
North America 2,470 2,111 1,498
Northern Europe 1,064 745 456
UK and Ireland 1,249 768 540
Southern Europe and ANZ 548 370 235
Total Revenue 5,331 3,994 2,730
Adjusted EBITDA
North America (28) 166 106
Northern Europe 256 217 96
UK and Ireland (107) 237 226
Southern Europe and ANZ (262) (92) (9)
Head office (208) (165) (120)
Total Adjusted EBITDA (350) 363 299
(1) The Grubhub business was consolidated from 15 June 2021, and the Just Eat
business was consolidated from 15 April 2020. These figures are presented as
if the combination was completed on 1 January 2019 to provide comparable
information for the period. These numbers are unaudited and may not add up due
to rounding.
Segment information
As announced at the Capital Markets Day on 21 October 2021, the Company
changed its reporting structure to better reflect the Company's existing
organisational and management structure and provide investors with greater
clarity on Just Eat Takeaway.com's underlying business performance across its
regions. The four operating segments comprise: North America, Northern Europe,
United Kingdom and Ireland, and Southern Europe and Australia New Zealand
(ANZ). Northern Europe comprises Austria, Belgium, Denmark, Germany,
Luxembourg, Norway, Poland, Slovakia, Switzerland and the Netherlands. The
Southern Europe and ANZ segment comprises Australia, Bulgaria, France, Israel,
Italy, New Zealand, Portugal, Romania, and Spain.
We have non-controlling interests in businesses in Brazil, classified as an
associate for accounting purposes and therefore not consolidated, with their
results recognised as a single line item below operating results.
Head office and allocations
As from 2020, head office was no longer fully allocated to segments and is now
reported separately. Head office relates to non-allocated expenses and
includes all central operating expenses such as staff costs and project
expenses for global support teams like legal, finance, business intelligence,
human resources, and Management Board. Not included in head office are costs
of global IT and product functions, which are allocated to countries and
therefore included in segment Adjusted EBITDA. Head office expenses increased
to €208 million in 2021 from €165 million in 2020. This increase of 26% is
lower than the organic growth in the business and is driven mainly by
investments we made in the expansion of global teams to support growth and
drive business efficiencies.
North America
On a Combined basis(1)
Millions unless stated otherwise
Orders 374 314 19%
• Delivery % 75.2% 66.6% 8.6pp
Gross Transaction Value (€)(2) 11,501 9,827 17%
Revenue (€)(3) 2,470 2,111 17%
Adjusted EBITDA (€) (28) 166 -117%
• Adjusted EBITDA margin (%)(4) 0% 2% (1.9)pp
(1 )The Grubhub and Just Eat businesses were consolidated on an IFRS basis
from 15 June 2021 and 15 April 2020 respectively. These figures are presented
as if the combination was completed on 1 January 2020 to provide comparable
information for the full twelve months period. These numbers are unaudited.
(2 )Change at constant currency level for GTV is 19%.
(3 )Change at constant currency level for Revenue is 19%.
(4 )As percentage of GTV full twelve months period. GTV value is unaudited.
In North America, Orders organically grew 19%, partly driven by expansion of
our local loyalty programmes; GH+ (US) and Skip Rewards (Canada). In the US,
Orders generated by the millions of GH+ subscribers accounted for
approximately 25% of total Orders by the end of 2021, whilst in Canada the
programme has increased consumer engagement and loyalty.
In both the US and Canada, various states, provinces and local governments
imposed mandatory fee caps on online food delivery marketplaces. This had a
significant €192 million impact on revenue. At the end of 2021, many of
these have expired, but they remain in place in major US cities such as New
York City and San Francisco. In Canada, the British Columbia cap was extended
until the end of 2022, whereas the other remaining provincial caps are engaged
by indoor dining prohibitions and emergency orders. We have continued to
support partners during this difficult period, but we believe permanent fee
caps are illegal. Together with certain competitors, we filed lawsuits against
San Francisco (July 2021) and New York City (September 2021).
Despite the above-mentioned fee caps, revenue in our North America segment
grew 17%, in line with GTV. This is a result of our increasing Delivery share
of Orders and their associated delivery fees.
Adjusted EBITDA decreased to minus €28 million in 2021 from €166 million
in 2020, with the adjusted EBITDA as percentage of GTV falling to 0% from 2%
in 2020. The lower Adjusted EBITDA reflected mainly the impact of commission
fee caps and Covid-19 voluntary rebates contributing to €91 million change
year-on-year, as well as increased courier costs, due to mostly temporary
factors including a labour shortage as a result of increased demand.
Northern Europe
On a Combined basis(1)
Millions unless stated otherwise
Orders 296 219 35%
• Delivery % 9.7% 7.6% 2.1pp
Gross Transaction Value (€)(2) 7,190 5,049 42%
Revenue (€)(3) 1,064 745 43%
Adjusted EBITDA (€) 256 217 18%
• Adjusted EBITDA margin (%)(4) 4% 4% (0.7)pp
(1)The Just Eat business was consolidated from 15 April 2020. These figures
are presented as if the combination was completed on 1 January 2020 to provide
comparable information for the full twelve months period. These numbers are
unaudited.
(2)Change at constant currency level for GTV is 43%.
(3)Change at constant currency level for Revenue is 43%.
(4)As percentage of GTV full twelve months period. GTV value is unaudited.
In Northern Europe, Just Eat Takeaway.com processed 296 million orders in
2021, representing a growth rate of 35% compared with 2020, with a strong
performance in both Marketplace and Delivery. GTV increased by 42%
year-on-year, outperforming order growth by 7 percentage-points. This was
driven by higher basket values during the Covid-19 pandemic lockdown periods.
Revenue grew by 43% to €1,064 million in 2021 from €745 million in 2020.
This was driven by the Order growth, as well an increase in the delivery share
and an uplift in delivery fees in the second half of 2021. This was
complimented by an increase in our ancillary revenue, predominantly driven by
promoted placement.
Adjusted EBITDA increased 18% to €256 million in 2021 from €217 million in
2020, despite investment in the expansion of the Delivery business, as well as
in our partner network and marketing. The Adjusted EBITDA margin remained at
4%, with strong operational leverage in many of our mature markets resulting
in the highest Adjusted EBITDA margin as a percentage of GTV within Just Eat
Takeaway.com.
United Kingdom and Ireland
On a Combined basis(1)
Millions unless stated otherwise
Orders 289 190 52%
• Delivery % 39.3% 14.7% 24.6pp
Gross Transaction Value (€)(2) 6,647 4,515 47%
Revenue (€)(3) 1,249 768 63%
Adjusted EBITDA (€) (107) 237 -145%
• Adjusted EBITDA margin (%)(4) -2% 5% (6.9)pp
(1)The Just Eat business was consolidated from 15 April 2020. These figures
are presented as if the combination was completed on 1 January 2020 to provide
comparable information for the full twelve months period. These numbers are
unaudited.
(2)Change at constant currency level for GTV is 42%.
(3)Change at constant currency level for Revenue is 57%.
(4)As percentage of GTV full twelve months period. GTV value is unaudited.
In the United Kingdom and Ireland, revenue grew by 63% year-on-year to
€1,249 million in 2021 from €768 million in 2020, with clear market
leadership and strong 52% Order growth. The revenue growth rate was higher
than the order growth rate, aided by the increase in percentage of Delivery
orders to 39% in 2021 from 15% in 2020.
This rapid shift in the order mix to Delivery reflects the strong growth with
branded chains partnerships seen in 2021 and contributed to lower Average
Transaction Values compared with 2020. Following the successful launch of our
employed courier model in London last year, the operation expanded into a
further five UK cities in 2021.
Adjusted EBITDA was minus €107 million in 2021 from €237 million in 2020,
with the Adjusted EBITDA margin as a percentage of GTV declining to minus 2%
in 2021 from 5% in 2020. The lower Adjusted EBITDA reflected our continued
investments to win online share, including the expansion of partners choice
particularly with branded chains, marketing particularly through our UEFA™
sponsorship, and growth in our Delivery business with a period of reduced
delivery fees for our consumers.
Southern Europe and ANZ
On a Combined basis(1)
Millions unless stated otherwise
Orders 128 93 38%
• Delivery % 39.8% 28.2% 11.6pp
Gross Transaction Value (€)(2) 2,840 2,057 38%
Revenue (€)(3) 548 370 48%
Adjusted EBITDA (€) (262) (92) 184%
• Adjusted EBITDA margin (%)(4) -9% -4% (4.7)pp
(1)The Just Eat business was consolidated from 15 April 2020. These figures
are presented as if the combination was completed on 1 January 2020 to provide
comparable information for the full twelve months period. These numbers are
unaudited.
(2)Change at constant currency level for GTV is 35%.
(3)Change at constant currency level for Revenue is 45%.
(4)As percentage of GTV full twelve months period. GTV value is unaudited.
In 2021, Southern Europe and ANZ Orders and GTV grew 38% year-on-year, while
revenue growth outperformed both GTV and Orders and reached 48% growth
year-on-year. This was the result of a continued mix shift towards Delivery
orders, particularly in Australia, as well as an increase in delivery fees in
the second half of 2021. The share of Delivery orders increased to 40% in 2021
from 28% in 2020, partially driven by the focus on growing partner supply,
particularly branded chains.
In 2021, Australia was one of Just Eat Takeaway.com's fastest growing markets
in terms of order numbers, demonstrating a significant turnaround in
performance following online share declines prior to the combination between
Takeaway.com and Just Eat.
Adjusted EBITDA was minus €262 million in 2021 compared with minus €92
million in 2020, with the Adjusted EBITDA margin as a percentage of GTV
falling to minus 9% from minus 4% in 2020. This reduction in Adjusted EBITDA
was particularly the result of investment in legacy Just Eat markets, which
were underfunded historically. This included investment in marketing,
leveraging our global campaign and UEFA™ sponsorship, our Delivery business,
expanding the coverage and introducing a period of reduced pricing delivering
a competitive value proposition to our consumers, and significantly expanding
our partner coverage.
CFO update and financial review
The financial information included in the CFO update and financial review is
derived from the condensed consolidated financial statements, as integrated
into this document. This section is reported on an IFRS basis, which means
that business combinations have been included as from the acquisition date
('transfer of control'), both in 2021 and 2020.
Financial Statements review - on an IFRS basis
Main changes in consolidation
- On 30 September 2021 the Company completed the acquisition of 100% of the
shares of Bistro.sk ("Bistro Acquisition".
- On 15 June 2021 the Company completed the acquisition of 100% of the shares
of Grubhub ("Grubhub Acquisition").
- On 15 April 2020 the Company completed the acquisition of 100% of the shares
of Just Eat ("Just Eat Acquisition").
€ millions
Revenue 4,495 2,042
Courier costs (2,531) (712)
Order processing costs (406) (193)
Staff costs (890) (417)
Other operating expenses (1,164) (655)
Depreciation, amortisation and impairment (443) (172)
Operating loss (939) (107)
Share of results of associates and joint ventures (62) (16)
Finance income 23 3
Finance expense (76) (29)
Other gains and losses 2 2
Income tax benefit / (expense) 8 (4)
Loss for the period (1,044) (151)
Other comprehensive income / (loss) for the period 718 (34)
Total comprehensive loss for the period (326) (185)
Revenue
€ millions
Order-driven revenue 4,314 1,975
Ancillary revenue 181 67
Revenue 4,495 2,042
Just Eat Takeaway.com has revised its disaggregation of revenue in 2021 due to
the evolving landscape of Just Eat Takeaway.com, in particular the
diversification of fee and fulfillment models (including those of the newly
acquired Grubhub). The previous disaggregation of revenue therefore has become
less meaningful because across our order-driven revenue generating activities
there is no significant variation in how the nature, amount, timing and
uncertainty of revenue and cash flows are affected by economic factors. The
revised disaggregation distinguishes between revenues which are earned
directly from orders placed on Just Eat Takeaway.com's platforms and revenues
which are not. The comparatives have been adjusted accordingly.
Revenue is presented net of any discounts provided to partners or consumers,
VAT and other sales-related taxes.
Order-driven revenue
Order-driven revenue consists of all revenue streams, which are earned from
orders placed on Just Eat Takeaway.com's platforms. Order-driven revenue is
earned from partners and consumers and primarily includes commission fees and
consumer delivery fees, which are charged on a per order basis.
Order-driven revenue increased 118% to €4.3 billion in 2021. This growth was
predominantly driven by the full 12 months of combination with Just Eat as
compared to 8.5 months last year, the combination with Grubhub, as well as
strong order performance with noticeable shift toward Delivery, expansion of
partnership with branded chains and an uplift in delivery fee in the second
half of the year, resulting in higher revenue from consumer fees. This growth
was partly offset by €230 million of governmentally imposed commission caps
and voluntary partner support packages that we provided to our partners during
the Covid-19 pandemic.
Ancillary revenue
Ancillary revenue consists of any other revenue streams, which are not earned
from orders placed on Just Eat Takeaway.com's platforms. It primarily includes
sale of merchandise, promoted placement fees, which are not earned on a per
order basis, and subscription fees.
Order fulfilment costs
€ millions
Courier costs 2,531 712
Order processing costs 406 193
Order fulfilment costs 2,937 905
Order fulfilment costs increased by €2,033 million, or 224%, compared to
2020. This growth was predominantly driven by the full 12 months of
combination with Just Eat as compared to 8.5 months last year, the combination
with Grubhub, as well as strong order growth driving order processing cost,
and the increase in courier costs due to the expansion of our delivery
business. Delivery orders and Delivery share grew in every segment in 2021
compared to previous year. These costs increased at a higher rate than the
Delivery orders, mainly due to the expansion of our employed courier model and
increasing cost per courier.
Staff costs
€ millions
Wages and salaries 655 313
Social security charges 85 43
Pension premium contributions 33 13
Share-based payments 81 23
Temporary staff expenses 36 25
Staff costs 890 417
Staff costs increased by 113% to €890 million, reflecting continuing
investments in our organisation to execute on our growth strategy. Our
staff-related investments were primarily in operational functions with a large
increase in our customer service staff and delivery services to support the
strong order growth and migration from an outsourced to insourced operational
model. We also expanded our sales team to accelerate new partners acquisitions
and grew our IT and Product teams to strengthen our platform capabilities and
develop new functionalities. The share-based payments increased partially due
to the Grubhub Acquisition and partially because of a change in the bonus
plans from cash bonus plan to an equity-based incentive plan. Most of our
temporary staff costs relate to operations, which do not include costs related
to employed couriers which are classified as courier costs within order
fulfilment costs. Our staff related investments grew at a lower rate than
Revenue. Our staff, excluding couriers, increased to an average of 13,246 FTEs
in 2021 from an average of 6,158 FTEs over 2020.
Other operating expenses
€ millions
Marketing expenses 684 369
Housing expenses 21 10
Professional fees 91 78
Other staff related costs 98 36
IT related expenses 93 33
Outsourced service costs 97 47
Other operating expenses 80 82
Total other operating expenses 1,164 655
Marketing expenses
Marketing expenditure can primarily be distinguished as relating to (i)
performance marketing (or pay-per-click/pay-per-order) which directly
generates traffic and Orders, such as search engine marketing, app marketing
and affiliate marketing (rewarding third parties for referrals to Just Eat
Takeaway.com's platforms) and (ii) brand marketing, such as television and
online media, and outdoor advertising (billboards).
Marketing expenses increased by 85% to €684 million in 2021 compared with
€369 million in the same period last year, primarily driven by the full 12
months of combination with Just Eat as compared to 8.5 months last year, the
combination with Grubhub, and investment in our brands such as the partnership
with UEFA for the Euro 2020™ football tournament.
Specifically, the UEFA Euro 2020™ sponsorship has positioned our brand
association as a top-tier sports sponsoring brand and has laid the foundation
for our future work with UEFA through to 2025. We activated the partnership
through a bespoke advertising campaign with some of the world's biggest
football stars, a very successful 'Order and Win' campaign, along with player
escorts, fantasy football and other initiatives. Aligned to our strategic
goals, we continue to lead share of voice in most of our key markets, while
steadily increasing our top-of-mind brand awareness, which has resulted in new
consumer acquisition growth compared to last year.
Depreciation, amortisation and impairment
Depreciation, amortisation and impairment expenses were €443 million in
2021, up from €172 million in 2020. This increase related primarily to the
full 12 months of amortisation of intangibles recognised regarding the
combination with Just Eat as compared to 8.5 months last year, and the
amortisation of intangibles recognised regarding the combination with Grubhub.
Following the annual impairment test, impairment losses of €18 million for
goodwill (2020: nil) and €36 million for intangible assets (2020: nil) were
recognised in 2021 for three Cash Generating Units ("CGUs") to which a
non-significant amount of goodwill and other intangible assets is allocated.
Due to a declining or subscale market position in 2021 and decreasing order
growth rates compared to prior year in these CGUs, the recoverable amount of
these CGUs is lower than the carrying amount. Impairment losses of €45
million relate to the segment 'Southern Europe and ANZ' and €9 million to
the segment 'Northern Europe'.
Share of results of associates and joint ventures
Our share of results of associates and joint ventures in 2021 was a loss of
€62 million compared to €16 million in 2020. The 2021 losses relate to our
share of losses in iFood, an associate. In 2021, we invested €83 million in
iFood.
Income tax benefit / (expense)
In 2021, the net income tax benefit was €8 million, compared with €4
million of net income tax expense in 2020. This relates mainly to the taxable
results of non-Dutch entities resulting in a current tax expense of €38
million compared with €27 million in 2020. In 2021, the deferred tax benefit
was €46 million compared with €23 million in 2020, relating to temporary
differences from the amortisation of intangible assets, the recognition of
losses and an offsetting effect on the impact of the UK tax rate change.
Loss for the period
As a result of the factors described above, Just Eat Takeaway.com realised a
net loss after tax of €1,044 million in 2021 (2020: €151 million).
Other comprehensive income / (loss) for the period
The other comprehensive income consists of foreign currency translation income
related to non-current assets held in foreign operations. Approximately half
of the income relates to the translation of the Grubhub related non-current
assets.
Condensed consolidated statement of financial position
€ millions
Non-current assets 15,922 9,533
Current assets excluding cash and cash equivalents 534 293
Cash and cash equivalents 1,320 529
Total assets 17,776 10,355
Share capital and share premium 13,459 8,807
Legal reserves 357 (345)
Other reserves (766) 37
Total shareholders' equity attributable to equity holders 13,050 8,499
Non-controlling interests (8) 5
Total equity 13,042 8,504
Non-current liabilities 3,457 1,092
Current liabilities 1,277 759
Total liabilities 4,734 1,851
Non-current assets, mainly consisting of goodwill, other intangible assets and
investments in associates and joint ventures were €15.9 billion as at 31
December 2021, up from €9.5 billion as at 31 December 2020. This increase
was primarily driven by the Grubhub Acquisition.
Cash and cash equivalents increased to €1.3 billion as at 31 December 2021,
from €0.5 billion as at 31 December 2020. The increase in 2021 was primarily
driven by the issuance of convertible bonds amounting to €1.1 billion, the
€300 million bank loan and the Grubhub Acquisition.
Shareholders' equity increased to €13.1 billion as at 31 December 2021, from
€8.5 billion as at 31 December 2020, mainly driven by the issuance of new
shares amounting to €4.6 billion in shares in connection with the Grubhub
Acquisition.
The solvency ratio, defined as total equity divided by total assets, was 73%
as at 31 December 2021, down from 82% at year-end 2020, driven by the increase
of non-current assets.
Non-current liabilities increased to €3.5 billion as at 31 December 2021,
from €1.1 billion as at 31 December 2020, driven by the issuance of
convertible bonds amounting to €1.1 billion, acquired senior notes of €0.4
billion and increased deferred tax liabilities of €0.4 billion arising on
the Grubhub Acquisition.
Condensed consolidated statement of cash flows for the year ended 31 December
€ millions
Net cash generated by / (used in) operating activities (423) 177
Net cash generated by / (used in) investing activities (106) 15
Net cash generated by financing activities 1,312 292
Net cash and cash equivalents generated 783 484
Effects of exchange rate changes of cash held in foreign currencies 8 (5)
Net increase in cash and cash equivalents 791 479
Net cash used in operating activities
Cash payments to employees and suppliers are recognized as cash flows from
operating activities. Cash flows from operating activities also include costs
of business acquisition and divestment related costs, spending on provisions,
and income taxes paid on operating activities.
Net cash used in operating activities amounted to €423 million in the year
ended 31 December 2021, compared with net cash generated of €177 million in
the year ended 31 December 2020. The change in 2021 from 2020 was mainly
driven by the Grubhub Acquisition, and significant investments to grow our
leadership positions as well as higher interest paid of €47 million (2020:
€14 million) and income taxes paid of €53 million (2020: €33 million).
Net cash used in investing activities
Cash flows from investing activities are those arising from capital
expenditure and disposal, additions and disposals of loans carried at
amortized cost, additions and disposals of joint ventures and equity
investments, and from the business combinations. Cash and cash equivalents
available at the time of acquisition or sale are deducted from the related
payments or proceeds.
Net cash used in investing activities amounts to €106 million in the year
ended 31 December 2021, compared with net cash generated of €15 million in
the year ended 31 December 2020. The change in 2021 from 2020 was mainly
driven by funding provided to associates and joint ventures of €83 million
(2020: €55 million) as well as investments in property and equipment and
other intangible assets of €151 million (2020: €43 million), partly offset
by €128 million net cash acquired from business combinations in 2021 (2020:
€113 million cash acquired in relation to the Just Eat Acquisition).
Net cash generated by financing activities
Cash flows from financing activities comprise the cash receipts of the
exercise of share options, payments for issued shares, debt instruments, and
short-term financing, and transaction costs for the issuance of debt and
equity instruments.
Net cash generated by financing activities amounts to €1.3 billion in the
year ended 31 December 2021 compared with net cash generated by €292 million
in the year ended 31 December 2020. The change in 2021 from 2020 was mainly
driven by the issuance of the convertible bonds of €1.1 million and the
proceeds from a bank loan of €300 million.
Events after the reporting period
Announced delisting
On 8 February 2022, further to Just Eat Takeaway.com's ongoing review to
determine its optimal listing venue, the Company announced that it has
formally notified The Nasdaq Stock Market, Inc. of its intent to voluntarily
delist its ADSs from the Nasdaq. Just Eat Takeaway.com expects to file a Form
25 (Notification of Removal from Listing) with the SEC and for the last
trading day of its ADRs on Nasdaq is expected to be 11 March 2022. The Company
expects its ADRs to be quoted and traded on the OTC Markets via a sponsored
Level I Program following the voluntary delisting.
The main considerations for the voluntary delisting are the low trading
volumes of the Company's ADRs on Nasdaq and the low proportion of the
Company's total share capital held via ADRs on Nasdaq (approximately 3.7%,
which is expected to decrease further overtime). Considering this and subject
to meeting the relevant requirements, the Company intends to apply for a
deregistration of its ordinary shares under the Securities and Exchange Act of
1934 (the "Exchange Act") in the first half of 2023.
The Company's ordinary shares will remain listed and traded on Euronext
Amsterdam and its CREST depository interests (CDIs) will remain listed and
traded on the London Stock Exchange.
iFood funding
In February 2022, Just Eat Takeaway.com took up its rights to participate in
iFood's funding round for its financial year ending March 2022, investing $32
million into iFood to maintain the current holding of 33.3%.
Announced discontinuation of certain operations
To concentrate on leadership positions and profit pools, the Just Eat
Takeaway.com Management Board intends to discontinue 4 its operations in
Norway and Portugal, anticipated to be effective as of 1 April 2022. Just Eat
Takeaway.com expects no significant impact to reported operating results from
the closure.
Outlook
As announced at our Capital Markets Day on 21 October 2021, please find our
2022 guidance below:
· GTV on a combined basis to grow by mid-teens percentage points
year-on-year in 2022
· 2022 Adjusted EBITDA margin in a range of minus 0.6% to minus
0.8% of GTV
Management reiterates the following long-term targets:
· In excess of €30 billion of GTV to be added over the next 5
years
· Long-term group Adjusted EBITDA margin in excess of 5% of GTV
The Management Board, 2 March 2022
Jitse Groen, CEO
Brent Wissink, CFO
Jörg Gerbig, COO
Investors Relations:
Joris Wilton
E: IR@justeattakeaway.com (mailto:IR@justeattakeaway.com)
Media:
E: press@justeattakeaway.com (mailto:press@justeattakeaway.com)
For more information, please visit our corporate website:
https://www.justeattakeaway.com/ (https://www.justeattakeaway.com/)
About Just Eat Takeaway.com
Just Eat Takeaway.com (LSE: JET, AMS: TKWY, NASDAQ: GRUB) is a leading global
online food delivery marketplace outside China.
Headquartered in Amsterdam, the Company is focused on connecting consumers and
restaurants through its platforms. With over 634,000 partners, Just Eat
Takeaway.com offers consumers a wide variety of food choice. Just Eat
Takeaway.com mainly collaborates with delivery restaurants. In addition, Just
Eat Takeaway.com provides its proprietary restaurant delivery services for
restaurants that do not deliver themselves.
The combination of Just Eat and Takeaway.com has rapidly grown to become a
leading online food delivery marketplace with operations in the United States,
United Kingdom, Germany, the Netherlands, Canada, Australia, Austria, Belgium,
Bulgaria, Denmark, France, Ireland, Israel, Italy, Luxembourg, New Zealand,
Poland, Romania, Slovakia, Spain and Switzerland, as well as through
partnerships in Colombia and Brazil.
Analyst and investor conference call and audio webcast
Jitse Groen, Brent Wissink and Jörg Gerbig will host an analyst and investor
conference call to discuss the full year 2021 results at 10:30 am CET on
Wednesday 2 March 2022. Members of the investor community can follow the audio
webcast on https://www.justeattakeaway.com/investors/results-and-reports/.
Media and wires call
Jitse Groen will host a media and wires call to discuss the full year 2021
results at 8:30 am CET on Wednesday 2 March 2022. The press can join the
conference call at +31 20 531 5843.
Financial calendar
For more information, please visit
https://www.justeattakeaway.com/investors/financial-calendar/
Additional information on https://www.justeattakeaway.com/
● Just Eat Takeaway.com Analyst Presentation FY 2021
● Just Eat Takeaway.com Company Update Presentation March 2022
● Our media kit (https://www.justeattakeaway.com/media/media-kit/)
including photos of the Management Board and industry-related photos for
download
Market Abuse Regulation
This press release contains inside information (i) as meant in clause 7(1) of
the Market Abuse Regulation and (ii) in terms of Article 7(1) of the Market
Abuse Regulation as it forms part of UK law pursuant to the European Union
(Withdrawal) Act 2018.
Auditor's involvement
The full year 2021 and 2020 information in the condensed financial statements
is based on Just Eat Takeaway.com's 2021 Financial Statements, as included in
the 2021 Annual Report (the Financial Statements), which will be published on
2 March 2022. In accordance with article 2:395 of the Netherlands Civil Code,
we state that our auditor, Deloitte Accountants B.V., has issued an
unqualified opinion on the Financial Statements, dated 2 March 2022. For a
better understanding of the company's financial position and results and of
the scope of the audit of Deloitte Accountants B.V., this report should be
read in conjunction with the Financial Statements. The general meeting has not
yet adopted the Financial Statements.
Accounting Principles
Just Eat Takeaway.com's Annual Report 2021 results are prepared in accordance
with International Financial Reporting Standards as adopted by the European
Union ("IFRS-EU") and with Part 9 of Book 2 on the Dutch Civil Code. In
preparing the financial information in this document, the same accounting
principles are applied as in the Company's 2020 Annual Report.
Disclaimer
Statements included in this press release that are not historical facts are,
or may be deemed to be, forward-looking statements, including "forward-looking
statements" made within the meaning of the U.S. Private Securities Litigation
Reform Act of 1995. These forward-looking statements may be identified by the
use of forward-looking terminology, including the terms "anticipates",
"expects", "intends", "may" or "will" or comparable terminology, or by
discussions of strategy, plans, objectives, goals, future events or
intentions. Forward-looking statements may and often do differ materially from
actual results, reflect the Company's current view with respect to future
events and are subject to risks relating to future events, including risks
from or uncertainties related to competition, brand and reputation,
acquisitions, global strategic projects, legislation and regulation, financial
reporting, operational complexity and integration and transformation, as well
as those contained the Company's filings with the SEC, including the Company's
registration statement on Form F-4 (Registration Statement No. 333-255540),
which was declared effective by the SEC on May 12, 2021, and Current Reports
on Form 6-K, which may be obtained free of charge at the SEC's website,
http://www.sec.gov, and the Company's Annual Reports, which may be obtained
free of charge from the Company's corporate website,
https://justeattakeaway.com. Past performance is no guide to future
performance and persons needing advice should consult an independent financial
adviser. Forward-looking statements reflect knowledge and information
available at, and speak only as of, the date they are made, and the Company
expressly disclaims any obligation or undertaking to update, review or revise
any forward-looking statement contained in this announcement. Readers are
cautioned not to place undue reliance on such forward-looking statements.
Amounts may not add up due to rounding. Percentages used are based on
unrounded figures.
No Offer or Solicitation
This presentation shall not constitute an offer to sell or the solicitation of
an offer to sell or the solicitation of an offer to buy any securities, nor
shall there be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction.
Non-GAAP Financial Measures and Alternative Performance Measures
This presentation includes certain non-GAAP financial measures as defined by
SEC rules and alternative performance measures as defined by European rules.
Just Eat Takeaway.com uses these non-GAAP financial measures and alternative
performance measures, respectively, as key performance measures because it
believes they facilitate operating performance comparisons from period to
period by excluding potential differences primarily caused by variations in
capital structures, tax positions, the impact of acquisitions and
restructuring, the impact of depreciation and amortization expense on its
fixed assets and the impact of stock-based compensation expense. These
non-GAAP financial measures and alternative performance measures are not
measurements of Just Eat Takeaway's financial performance under IFRS and
should not be considered as an alternative to performance measures derived in
accordance with IFRS and should be read in conjunction with Just Eat
Takeaway.com's financial statements prepared in accordance with IFRS. Just Eat
Takeaway.com has provided a reconciliation of those measures to the most
directly comparable IFRS measures in Just Eat Takeaway.com's 2021 Annual
Report.
Condensed Consolidated Financial Statements
this page has been intentionally left blank
A - Condensed consolidated statement of profit or loss and other comprehensive
loss
for the period ended 31 December
€ millions
Revenue 4,495 2,042
Courier costs (2,531) (712)
Order processing costs (406) (193)
Staff costs (890) (417)
Other operating expenses (1,164) (655)
Depreciation, amortisation and impairment (443) (172)
Operating loss (939) (107)
Share of results of associates and joint ventures (62) (16)
Finance income 23 3
Finance expense (76) (29)
Other gains and losses 2 2
Loss before income tax (1,052) (147)
Income tax benefit / (expense) 8 (4)
Loss for the period (1,044) (151)
Other comprehensive (loss) / income
Items that will not be reclassified subsequently to profit or loss:
Fair value gain / (loss) on investments in equity instruments through OCI - 323
Items that may be reclassified subsequently to profit or loss:
Foreign currency translation (loss) / gain related to foreign operations, net 718 (357)
Other comprehensive (loss) / income for the period 718 (34)
Total comprehensive loss for the period (326) (185)
Loss attributable to:
Owners of the Company (1,031) (151)
Non-controlling interest (13) 0
Total comprehensive loss attributable to:
Owners of the Company (313) (185)
Non-controlling interest (13) 0
Loss per share (expressed in € per share)
Basic loss per share (5.61) (1.07)
Diluted loss per share (5.61) (1.07)
B - Condensed consolidated statement of financial position
as at 31 December
€ millions
Assets
Goodwill 8,283 4,616
Other intangible assets 5,531 3,206
Property and equipment 185 47
Right-of-use assets 354 77
Investments in associates and joint ventures 1,517 1,575
Deferred tax assets 2 -
Other non-current assets 50 12
Total non-current assets 15,922 9,533
Trade and other receivables 298 162
Other current assets 159 100
Current tax assets 44 17
Inventories 33 14
Cash and cash equivalents 1,320 529
Total current assets 1,854 822
Total assets 17,776 10,355
€ millions
Equity and liabilities
Total shareholders' equity 13,050 8,499
Non-controlling interest (8) 5
Total equity 13,042 8,504
Borrowings 2,204 474
Deferred tax liabilities 910 550
Lease liability 316 66
Non-current provisions and other liabilities 27 2
Total non-current liabilities 3,457 1,092
Borrowings 37 9
Lease liability 59 21
Provisions 63 7
Trade and other liabilities 1,082 685
Current tax liabilities 36 37
Total current liabilities 1,277 759
Total liabilities 4,734 1,851
Total equity and liabilities 17,776 10,355
C - Condensed consolidated statement of changes in equity
Fair value through OCI reserve Equity-settled share-based payments reserve Equity component of convertible bonds Accumulated Total shareholders' equity Non- Total equity
deficits
controlling interest
€ millions Legal reserve Other reserves
Balance as at 31 December 2019 3 1,324 12 - 4 23 (233) 1,133 - 1,133
Total comprehensive (loss) / income - - (357) 323 - - (151) (185) - (185)
Issuance of shares - 400 - - - - - 400 - 400
Issuance of shares related to business combination 3 7,104 - - - - - 7,107 5 7,112
Transaction costs - (31) - - - - - (31) - (31)
Issuance of convertible bonds - - - - - 51 - 51 - 51
Share-based payments(2) - 4 - - 20 - - 24 - 24
Balance as at 31 December 2020 6 8,801 (345) 323 24 74 (384) 8,499 5 8,504
Total comprehensive (loss) / income - - 718 - - - (1,031) (313) (13) (326)
Issuance of shares related to business combination 3 4,637 - - 140 - - 4,780 - 4,780
Transaction costs - (33) - - - - - (33) - (33)
Issuance of convertible bonds - - - - - 139 - 139 - 139
Deferred tax on convertible bonds - - - - - (15) - (15) - (15)
Share-based payments 0 45 - - 24 - 3 72 - 72
Transfer to accumulated deficits - - - (323) - - 323 - - -
Direct equity movements from associates - - - - - - (79) (79) - (79)
Balance as at 31 December 2021 9 13,450 373 - 188 198 (1,168) 13,050 (8) 13,042
(1)Fair value gain on our investment in Just Eat prior to obtaining control,
refer to Note 11 Business combinations
(2) In 2020, Just Eat Takeaway.com changed its accounting policy to present
share options exercised as part of share premium instead of accumulated
deficits
D - Condensed consolidated statement of cash flows
for the year ended 31 December
€ millions 2021 2020
Loss for the period (1,044) (151)
Adjustments:
Depreciation, amortisation and impairment 443 172
Share of results of associates and joint ventures 62 16
Expense related to share-based payments 76 23
Finance income and expense recognised in profit or loss 53 26
Other non-cash adjustments 15 -
Income tax (benefit) / expense recognised in profit or loss (8) 4
(403) 90
Movement in working capital
(Increase) in inventories (17) (6)
(Increase) / decrease in trade and other receivables 5 (38)
(Increase) / decrease in other current assets 7 (68)
Increase in trade and other liabilities 85 246
Net cash generated by / (used in) operations (323) 224
Interest paid (47) (14)
Income taxes paid (53) (33)
Net cash generated by / (used in) operating activities (423) 177
€ millions 2021 2020
Cash flows from investing activities
Investment in other intangible assets (53) (16)
Investment in property and equipment (98) (27)
Acquisition of subsidiaries, net of cash acquired 128 113
Funding provided to associates and joint ventures (83) (55)
Net cash generated by / (used in) investing activities (106) 15
Cash flows from financing activities
Proceeds from issuance of ordinary shares 4 400
Transaction costs related to issuance of ordinary shares accounted through (33) (31)
equity
Principal elements of lease payments (37) (12)
Proceeds from borrowings 1,409 434
Transaction costs related to the borrowings (15) (6)
Repayments of borrowings - (493)
Taxes paid related to net settlement of share-based payment awards (16) -
Net cash generated by financing activities 1,312 292
Net increase / (decrease) in cash and cash equivalents 783 484
Cash and cash equivalents at beginning of year 529 50
Effects of exchange rate changes of cash held in foreign currencies 8 (5)
Cash and cash equivalents at end of year(1) 1,320 529
( )
(1 )Cash and cash equivalents for the year ended 31 December 2021 include a
cash balance of €190 million (2020: nil) that is contractually restricted
from general use for a maximum duration of three years
E. Key Performance Indicators - New Segments - On a combined basis(1)
( )
On a Combined basis(1)
Millions unless stated otherwise 2021 2020 2019
Partners ('000)(2) 634 506 327
Active Consumers(2) 99 91 71
Total orders
North America 373.9 314.0 228.0
Northern Europe 295.9 219.2 149.1
UK and Ireland 288.8 190.1 141.6
Southern Europe and ANZ 127.7 92.7 74.2
Total Orders 1,086.4 816.0 593.0
Average transaction value (€)
North America 30.76 31.29 28.62
Northern Europe 24.30 23.03 21.02
UK and Ireland 23.01 23.75 22.43
Southern Europe and ANZ 22.24 22.20 19.85
Average Transaction Value 25.94 26.28 24.13
Total GTV (€ billion)
North America 11.5 9.8 6.5
Northern Europe 7.2 5.0 3.1
UK and Ireland 6.6 4.5 3.2
Southern Europe and ANZ 2.8 2.1 1.5
Total GTV 28.2 21.4 14.3
(1) The Grubhub business was consolidated from 15 June 2021, and the Just Eat
business was consolidated from 15 April 2020. These figures are presented as
if the combination was completed on 1 January 2019 to provide comparable
information for the full twelve months period. These numbers are unaudited and
may not add up due to rounding
(2) Number as at 31 December 2021
F. Key Financial Indicators - New Segments - On a combined basis(1), unless
stated otherwise
( )
On a Combined basis(1)
€ millions 2021 2020 2019
Revenue
North America 2,470 2,111 1,498
Northern Europe 1,064 745 456
UK and Ireland 1,249 768 540
Southern Europe and ANZ 548 370 235
Total Revenue(2) 5,331 3,994 2,730
Adjusted EBITDA
North America (28) 166 106
Northern Europe 256 217 96
UK and Ireland (107) 237 226
Southern Europe and ANZ (262) (92) (9)
Head office(3) (208) (165) (120)
Total Adjusted EBITDA (350) 363 299
Adjusted EBITDA margin (% of GTV)
North America 0% 2% 2%
Northern Europe 4% 4% 3%
UK and Ireland -2% 6% 7%
Southern Europe and ANZ -10% -5% -1%
Total Adjusted EBITDA -1% 2% 2%
Profit / Loss for the Period(4) (1,044) (151) (115)
Total Cash Position(5,6) 1,320 529 50
1( )The Grubhub business was consolidated from 15 June 2021, and the Just Eat
business was consolidated from 15 April 2020. These figures are presented as
if the combination was completed on 1 January 2019 to provide comparable
information for the full twelve months period. These numbers are unaudited and
may not add up due to rounding
2 Revenue is presented net of vouchers and discounts
3 Head office expenses contain management and support cost not directly
related to a segment
4 Profit/Loss for the Period is calculated on IFRS basis e.g. using actual
acquisition dates for GH and JE businesses
5( )Total cash balance, not net debt / net cash
6( )Total cash position is calculated on IFRS basis e.g. using actual
acquisition dates for GH and JE businesses
G. Key Performance Indicators - Old Segments(1)
On a Combined basis(1)
Millions unless stated otherwise 2021 2020 2019
Partners ('000)(2) 634 506 327
Active Consumers(2) 99 91 71
Total orders
United States 262 228 180
United Kingdom 274 179 133
Germany 160 112 69
Canada 112 86 48
Netherlands 62 49 38
Rest of the World 217 161 125
Total Orders 1,086 816 593
Average transaction value (€)
United States 33.09 33.91 29.76
United Kingdom 22.96 23.74 22.49
Germany 24.35 22.89 20.62
Canada 25.33 24.37 24.41
Netherlands 25.32 24.00 21.64
Rest of the World 22.75 22.42 20.39
Average Transaction Value 25.94 26.28 24.13
Total GTV (€ billion)
United States 8.7 7.7 5.3
United Kingdom 6.3 4.3 3.0
Germany 3.9 2.6 1.4
Canada 2.8 2.1 1.2
Netherlands 1.6 1.2 0.8
Rest of the World 4.9 3.6 2.5
Total GTV 28.2 21.4 14.3
(1) The Grubhub business was consolidated from 15 June 2021, and the Just Eat
business was consolidated from 15 April 2020. These figures are presented as
if the combination was completed on 1 January 2019 to provide comparable
information for the full twelve months period. These numbers are unaudited and
may not add up due to rounding
(2) Number as at 31 December
H. Key Financial Indicators - Old Segments - On a combined basis(1), unless
stated otherwise
( )
On a Combined basis(1)
€ millions 2021 2020 2019
Revenue
United States 1,816 1,595 1,173
United Kingdom 1,184 725 509
Germany 567 374 205
Canada 654 515 325
Netherlands 234 174 119
Rest of the World 875 610 398
Total Revenue(2) 5,331 3,994 2,730
Adjusted EBITDA
United States (53) 107 82
United Kingdom (132) 216 213
Germany 188 125 19
Canada 25 59 24
Netherlands 74 75 64
Rest of the World (244) (55) 18
Head office (208) (165) (120)
Total Adjusted EBITDA (350) 363 299
Adjusted EBITDA margin (% of GTV)
United States -1% 2% 2%
United Kingdom -2% 5% 7%
Germany 5% 5% 1%
Canada 1% 3% 2%
Netherlands 5% 6% 8%
Rest of the World -5% -2% 1%
Total Adjusted EBITDA margin -1% 3% 3%
Profit / Loss for the Period(4) (1,044) (151) (115)
Total Cash Position(5,6) 1,320 529 50
(1) The Grubhub business was consolidated from 15 June 2021, and the Just Eat
business was consolidated from 15 April 2020. These figures are presented as
if the combination was completed on 1 January 2019 to provide comparable
information for the full twelve months period. These numbers are unaudited and
may not add up due to rounding
(2) Revenue is presented net of vouchers and discounts
(3) Head office expenses contain management and support cost not directly
related to a segment
(4)( )Profit/Loss for the Period is calculated on IFRS basis e.g. using actual
acquisition dates for GH and JE businesses
(5)( )Total cash balance, not net debt / net cash
(6)( )Total cash position is calculated on IFRS basis e.g. using actual
acquisition dates for GH and JE businesses
1 The Grubhub and Just Eat businesses were consolidated on an IFRS basis
from 15 June 2021 and 15 April 2020 respectively. The figures in this press
release are presented as if the combinations were completed on 1 January 2019
to provide comparable information on a combined basis, unless stated otherwise
2 Adjusted EBITDA is defined as operating income / loss for the period
adjusted for depreciation, amortisation, impairments, share-based payments,
acquisition and integration related expenses and other items not directly
related to underlying operating performance
3 Subject to and in due observance of local laws, regulation and
consultation procedures
4 Subject to and in due observance of local laws, regulation and
consultation procedures
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