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REG - Just Eat Takeaway - Annual Financial Report

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RNS Number : 7585E  Just Eat Takeaway.com N.V.  28 February 2024

Amsterdam, 28 February 2024

Full Year 2023 Results

·    Group excluding North America returned to GTV growth in 2023

·    2023 adjusted EBITDA 1  ahead of guidance at €324 million and
growing quickly

·    Strong momentum in UK and Ireland with adjusted EBITDA margin rapidly
approaching a similarly high level as Northern Europe

·    We reached the significant milestone of positive free cash flow 2  in
H2 2023

·    To date, we have repurchased 7.3% of our issued shares

·    We issue new guidance for 2024

Jitse Groen, CEO of Just Eat Takeaway.com said: "In 2023, we significantly
improved our financial performance in all our segments and generated adjusted
EBITDA of €324 million compared with €19 million in 2022. Our enhanced
profitability resulted in reaching the critical milestone of returning to
positive free cash flow in the second half of 2023. I am particularly pleased
with the strong momentum in the UK and Ireland, with adjusted EBITDA margin
rapidly approaching a similarly high level as Northern Europe. Overall, the
business is in a strong position to capture further improvement to our topline
performance, adjusted EBITDA and free cash flow in 2024."

 

Group highlights 3 

 

●      The Group excluding North America returned to GTV growth in
2023. The year-on-year GTV trajectory improved throughout 2023. GTV for the
Group including North America was €26.4 billion in 2023, down 4% on constant
currency compared with 2022.

●      Revenue less adjusted order fulfilment costs 4  per order
improved by 12% in 2023 compared with prior year. Improved processes and
automation led to reduced costs per order, whilst improving customer and
restaurant experience.

●      Adjusted EBITDA improved significantly to €324 million in 2023
from €19 million in 2022. All segments materially contributed to this
improvement. As a result of the increased adjusted EBITDA, the Group reached
the significant milestone of being free cash flow positive in H2 2023.

●      With cash and cash equivalents as per 31 December 2023 of
€1,724 million and the Group having turned free cash flow positive in H2
2023, we are well-capitalised. We were able to use part of our strong
liquidity to buy back shares and, under the share buyback programmes announced
in April and October 2023, 7.3% of the issued shares were repurchased as per
23 February 2024.

Segment highlights(3)

 

●      The Northern Europe and the UK and Ireland segments exited 2023
at the highest ever quarterly GTV level.

●      In the Northern Europe segment, GTV increased gradually
throughout 2023 which resulted in an increase of 3% to €7.7 billion.
Northern Europe continued to demonstrate strong profit generation with an
adjusted EBITDA of €366 million in 2023. The adjusted EBITDA margin in
Northern Europe remained one of the industry's strongest and further improved
to 4.8% of GTV in 2023 from 4.2% in 2022.

●      In the UK and Ireland segment, the improvement in year-on-year
GTV performance was most pronounced, resulting in a GTV of €6.6 billion in
2023. Adjusted EBITDA improved significantly to €135 million in 2023 from
€23 million in 2022, mainly due to enhanced delivery efficiency and
simplification of our delivery operation. With the adjusted EBITDA margin
increasing further to 2.0% of GTV in 2023 from 0.4% of GTV in 2022, UK and
Ireland is rapidly approaching a similarly high adjusted EBITDA margin as
Northern Europe.

●      In the Southern Europe and ANZ segment, operational improvements
in logistics and more efficient customer services resulted in an improved
adjusted EBITDA of minus €97 million in 2023 from minus €161 million in
2022.

●      North America significantly increased its adjusted EBITDA to
€126 million in 2023 from €65 million in 2022. Under the new management,
we are improving our cost base and competitiveness of Grubhub, including a
continued push in new verticals. Grubhub too continues to make strong progress
towards free cash flow breakeven.

Financials

 

●      Loss for the period on an IFRS basis was €1,846 million in
2023, driven by impairment losses of €1,539 million, mainly related to
goodwill and other intangible assets from past equity funded acquisitions, and
amortisation of €452 million, mainly related to the amortisation of consumer
lists, technology platforms and development costs. Excluding the
aforementioned impact of impairment losses and amortisation, profit for the
period would have amounted to €145 million in 2023 compared with a loss of
€652 million in 2022.

●      The €250 million convertible bond issued on 25 January 2019
was fully repaid in cash upon maturity on 25 January 2024, thereby reducing
interest payments going forward.

Outlook

 

●      The Management Board issues the following guidance for 2024:

o  Constant currency GTV growth excluding North America in the range of 2% to
6% year-on-year

o  Adjusted EBITDA of approximately €450 million

o  Free cash flow (before changes in working capital 5 ) to continue to be
positive in 2024 and thereafter

●      Long-term target of group adjusted EBITDA margin in excess of 5%
of GTV.

●      Management, together with its advisers, continues to actively
explore the partial or full sale of Grubhub. There can be no certainty that
any such strategic actions will be agreed or what the timing of such
agreements will be. Further announcements will be made as and when
appropriate.

 

 

Just Eat Takeaway.com N.V. (LSE: JET, AMS: TKWY), hereinafter the "Company",
or together with its group companies "Just Eat Takeaway.com", one of the
world's leading online food delivery companies, hereby reports its financial
results for the full year 2023.

Performance highlights

 Key Performance Indicators                           2023       2022       Change     Constant currency
 Partners (# thousands)(1)                            699        692        1%
 Active consumers (# millions)(1)                     84         90         -6%
 Returning active consumers as % of active consumers  66.6%      67.5%      -0.9p.p.
 Average monthly order frequency (#)                  2.8        2.8        -0.1
 Orders (# millions)
 North America                                        281        327        -14%
 Northern Europe                                      273        288        -5%
 UK and Ireland                                       245        260        -6%
 Southern Europe and ANZ                              92         109        -16%
 Total orders                                         891        984        -9%
 Average transaction value (€)                        29.67      28.66      1.00
 GTV (€ billions)
 North America                                        10.0       11.6       -14%       -11%
 Northern Europe                                      7.7        7.4        4%         3%
 UK and Ireland                                       6.6        6.6        1%         3%
 Southern Europe and ANZ                              2.2        2.6        -17%       -14%
 Total GTV                                            26.4       28.2       -6%        -4%
 (1)( )(Number as at 31 December)

 

 Key Financial Indicators (€ millions)         2023     2022     Change  Constant currency
 Revenue                                       -
 North America                                 2,141    2,552    -16%    -13%
 Northern Europe                               1,277    1,155    11%     10%
 UK and Ireland                                1,311    1,319    -1%     1%
 Southern Europe and ANZ                       438      532      -18%    -14%
 Total revenue                                 5,167    5,559    -7%     -5%
 Revenue less adjusted order fulfilment costs  2,390    2,360    1%
 Adjusted EBITDA                               -
 North America                                 126      65       93%
 Northern Europe                               366      313      17%
 UK and Ireland                                135      23       485%
 Southern Europe and ANZ                       (97)     (161)    40%
 Head office                                   (207)    (221)    7%
 Total adjusted EBITDA                         324      19       1587%

 

Operations in Norway and Portugal were discontinued from 1 April 2022 and
Romania from 1 June 2022. The Key Performance Indicators (KPIs) and Key
Financial Indicators (KFIs) presented for the comparative period in 2022
exclude these operations as from 1 January 2022. These figures are unaudited
and may not add up due to rounding. The percentages used are based on
unrounded figures.

Refer to Appendix 1 for a 3-year summary of all our KPIs and KFIs and to
Appendix 2 for a reconciliation of the KFIs from the most directly comparable
IFRS measures. These alternative performance measures are not defined under
IFRS. Reference is made to the Glossary as included in the Annual Report 2023
for an overview of defined terms.

Segment information

 

Our operations span four segments. These segments are: Northern Europe, United
Kingdom and Ireland, North America, and Southern Europe and Australia and New
Zealand (ANZ). Northern Europe comprises Austria, Belgium, Denmark, Germany,
Luxembourg, Poland, Slovakia, Switzerland and the Netherlands. Southern Europe
and ANZ comprises Australia, Bulgaria, France, Israel, Italy, New Zealand, and
Spain. North America comprises Canada and the United States.

 

Northern Europe

 Millions unless stated otherwise      2023     2022     Change
 Orders (#)                            273      288      -5%
 GTV (€ billions)(1)                   7.7      7.4      4%
 Revenue (€)(2)                        1,277    1,155    11%
 Adjusted EBITDA (€)                   366      313      17%
 •     Adjusted EBITDA margin (%)      4.8%     4.2%     0.5pp
 (1)( )(Change at constant currency level for GTV is 3%)
 (2)( )(Change at constant currency level for Revenue is 10%)

 

In 2023, the Northern Europe markets together made up 31% of Just Eat
Takeaway.com's total orders and 29% of the total GTV, with Germany being the
largest market in terms of orders and GTV.

 

Performance in Northern Europe gradually improved throughout 2023 to reach
positive year-on-year GTV growth in the second half of the year and achieved a
full year GTV increase of 4% to €7.7 billion in 2023 from €7.4 billion in
2022. Orders in Northern Europe declined by 5% in 2023 compared with 2022,
primarily attributable to the impact of the pandemic on the early prior year
comparatives. Growth in GTV was mainly caused by higher ATV predominantly
driven by higher food prices.

 

Northern Europe revenue grew by 11% to €1,277 million in 2023 from €1,155
million in 2022. Revenue growth was driven by higher ATV driven by higher food
pricing, optimising our partner pricing and more demand for advertising from
our partners.

 

Northern Europe adjusted EBITDA increased to €366 million in 2023 from
€313 million in 2022. The adjusted EBITDA margin improved to 4.8% in 2023
from 4.2% in 2022. The improved adjusted EBITDA was mainly driven by optimised
partner pricing, higher demand for advertising offering and targeted cost
reduction programmes. Northern Europe remained the segment with the highest
adjusted EBITDA margin within Just Eat Takeaway.com.

 

UK and Ireland

 

 Millions unless stated otherwise      2023     2022     Change
 Orders (#)                            245      260      -6%
 GTV (€ billions)(1)                   6.6      6.6      1%
 Revenue (€)(2)                        1,311    1,319    -1%
 Adjusted EBITDA (€)                   135      23       485%
 •     Adjusted EBITDA margin (%)      2.0%     0.4%     1.7pp
 (1)( )(Change at constant currency level for GTV is 3%)
 (2)( )(Change at constant currency level for Revenue is 1%)

 

Our UK and Ireland segment, operating under the Just Eat brand, processed 245
million orders which makes up 28% of Just Eat Takeaway.com's total orders and
€6.6 billion GTV representing 25% total GTV in 2023.

 

Order growth in the UK and Ireland segment improved throughout 2023.
Year-on-year orders overall still declined by 6% compared with 2022, which can
be partially attributed to lapping the pandemic in the first half of 2023.
There is positive momentum in our grocery business as well. Full year GTV
improved significantly in the second half of 2023 and returned to growth,
achieving a year-on-year increase of 1% at €6.6 billion. Growth in GTV was
driven by higher ATV from higher food pricing, partly offset by unfavourable
foreign exchange rate movements. On a constant currency basis, GTV grew by 3%
in 2023 compared with 2022.

United Kingdom and Ireland revenue decreased by 1% to €1,311 million in
2023. The higher ATV was offset by the decrease in orders and unfavourable
foreign exchange rate movements.

 

Adjusted EBITDA increased to €135 million in 2023 from €23 million in 2022
and the adjusted EBITDA margin improved to 2.0% in 2023 from 0.4% in 2022. The
improved adjusted EBITDA was primarily driven by enhanced delivery efficiency
and simplification of our delivery operation. As a result, the delivery cost
per order notably reduced and additional efficiencies were achieved through
streamlining our operations.

 

Southern Europe and ANZ

 

 Millions unless stated otherwise      2023   2022   Change
 Orders (#)                            92     109    -16%
 GTV (€ billions)(1)                   2.2    2.6    -17%
 Revenue (€)(2)                        438    532    -18%
 Adjusted EBITDA (€)                   (97)   (161)  40%
 •     Adjusted EBITDA margin (%)      -4.5%  -6.2%  1.7pp
 (1)( )(Change at constant currency level for GTV is -14%)
 (2)( )(Change at constant currency level for Revenue is -14%)

 

These markets together made up 10% of Just Eat Takeaway.com's total orders and
8% of the total GTV in 2023, with Australia being the largest market in this
segment.

 

Orders for the Southern Europe and ANZ segment declined by 16% in 2023. This
decline can be attributed to the impact of the pandemic, primarily in the
first few months of 2022. In line with the order decline, GTV decreased by 17%
to €2.2 billion in 2023 from €2.6 billion in 2022, primarily driven by
lower order volume and foreign currency headwinds. The constant currency GTV
decrease was 14% in 2023 compared with 2022.

 

Southern Europe and ANZ revenue declined by 18% to €438 million in 2023 from
€532 million in 2022. This was mainly driven by a decline in ATV and orders
as well as unfavourable foreign exchange rates.

 

Southern Europe and ANZ had an adjusted EBITDA of minus €97 million in 2023
compared with minus €161 million in 2022, and the adjusted EBITDA margin
improved to minus 4.5% in 2023 from minus 6.2% in 2022. This improvement in
adjusted EBITDA was mainly driven by actions taken to streamline operations,
more efficient customer service as a result of better technology and
improvement in marketing efficiency. In addition, we continue to focus capital
and management attention towards our highest potential markets to generate
scale, leadership positions and profit pools, as our industry rationalises.

 

North America

 Millions unless stated otherwise      2023     2022     Change
 Orders (#)                            281      327      -14%
 GTV (€ billions)(1)                   10.0     11.6     -14%
 Revenue (€)(2)                        2,141    2,552    -16%
 Adjusted EBITDA (€)                   126      65       93%
 •     Adjusted EBITDA margin (%)      1.3%     0.6%     0.7pp
 (1)( )(Change at constant currency level for GTV is -11%)
 (2)( )(Change at constant currency level for Revenue is -13%)

 

North America represented 32% of the total Just Eat Takeaway.com orders and
38% of the total GTV in 2023.

 

While constant currency GTV growth improved in the second half of 2023, the
pandemic impact on the early prior year comparatives was still noticeable.
North America's orders and GTV both decreased overall by 14% compared with
2022, to 281 million orders and €10.0 billion GTV. Year-on-year order growth
increased in the second half of 2023 as we refocused on key operating pillars
and invested behind the core business and new verticals. On a constant
currency basis, GTV decreased by 11% in 2023 compared with 2022.

North America revenue decreased by 16% to €2,141 million due to a reduction
in orders, investment in consumer pricing and unfavourable foreign exchange
rates, partly offset by a higher ATV on constant currency basis due to higher
food prices.

 

North America significantly improved its adjusted EBITDA to €126 million in
2023 from €65 million in 2022. Segment adjusted EBITDA as a percentage of
GTV ('adjusted EBITDA margin') improved to 1.3% in 2023 from 0.6% in 2022. The
improved adjusted EBITDA was largely attributed to efficient spending with
lower marketing costs and continued optimisation in overheads.

 

Head office

 

Head office costs relate mostly to non-commercial expenses and include all
central operating expenses such as staff costs and expenses for global support
teams such as Legal and Compliance, InfoSec Risk and Control, Finance,
Internal Audit, Human Resources and the Management Board.

 

Head office expenses were €207 million in 2023 compared with €221 million
in 2022. The decrease in expense was primarily driven by continued
optimisation in overheads partly offset by inflation-related cost adjustments.

CFO update and financial review

 

The financial information included in the CFO update and financial review is
derived from the 2023 consolidated financial statements and 2022 comparative
figures included therein. This section is reported on an IFRS basis.

 

Consolidated statement of profit or loss

 

                                             Year ended 31 December
 € millions                                  2023          2022
 Revenue                                     5,167         5,561
 Courier costs                               (2,289)       (2,599)
 Order processing costs                      (507)         (571)
 Staff costs                                 (1,191)       (1,259)
 Other operating expenses                    (1,075)       (1,377)
 Depreciation, amortisation and impairments  (2,138)       (5,168)
 Operating loss                              (2,032)       (5,413)
 Share of results of associates              -             (35)
 Finance income and expense, net             (48)          (47)
 Other gains and losses                      10            (273)
 Loss before income tax                      (2,071)       (5,768)
 Income tax benefit                          225           101
 Loss for the period                         (1,846)       (5,667)

 

Revenue

                       Year ended 31 December
 € millions            2023          2022
 Order-driven revenue  4,933         5,315
 Ancillary revenue     234           246
 Revenue               5,167         5,561

 

Order-driven revenue decreased by 7% to €4,933 million in 2023 due to a 9%
decrease in orders, partially offset by a higher ATV and increased promoted
placement revenue earned on a per order basis, as well as a reduction in
consumer vouchers and refunds issued.

 

Ancillary revenue decreased by 5% to €234 million in 2023 compared with
€246 million in 2022, due to a slight reduction in subscription revenue.
This was caused mainly by the partnership with Amazon in offering Prime
members a free one-year Grubhub+ membership.

 

Order fulfilment costs

                         Year ended 31 December
 € millions              2023          2022
 Courier costs           2,289         2,599
 Order processing costs  507           571
 Order fulfilment costs  2,795         3,170

 

Courier costs, which mainly include the cost of engaging couriers through
agencies and third-party delivery companies as well as salary and staff
expenses of our employed couriers, decreased by 12% to €2,289 million in
2023 from €2,599 million in 2022. This decrease was driven by a reduction in
both delivery orders of 9% and substantial improvements in delivery efficiency
through our delivery network optimisation, order pooling, algorithm
optimisation, and simplification of our delivery operations. These
improvements offset courier wage inflation and impact of courier pay
legislation resulting in lower courier costs per order.

 

Order processing costs decreased by 11% to €507 million in 2023 from €571
million in 2022, primarily driven by the decrease in orders, as well as
efficiency gained in the costs per order.

Revenue less Order fulfilment costs

                                      Year ended 31 December
 € millions                           2023          2022
 Revenue                              5,167         5,561
 Order fulfilment costs               (2,795)       (3,170)
 Revenue less order fulfilment costs  2,372         2,391

 

Revenue less order fulfilment costs slightly decreased to €2,372 million in
2023 compared with €2,391 million in 2022. The negative impact of the
reduction in orders is partially offset by a higher ATV and lower costs per
order driven by higher delivery efficiency.

 

Staff costs

                                Year ended 31 December
 € millions                     2023          2022
 Wages and salaries             854           900
 Social security charges        117           125
 Pension premium contributions  46            47
 Share-based payments           147           166
 Temporary staff expenses       27            22
 Staff costs                    1,191         1,259

 

Staff costs decreased by 5% to €1,191 million in 2023 compared with €1,259
million in 2022. Our staff, excluding employed couriers as this group is
included in order fulfilment costs, decreased by 15% to an average of
approximately 13,500 FTEs in 2023 from an average of approximately 15,900 FTEs
in 2022. This average FTE decrease was largely due to the Group restructuring
activities and the hiring pause put in place during the second half of 2022
which had a full year effect in 2023 as well as ongoing optimisation and
automation efforts pursued in 2023. Within 2023, FTEs remained broadly stable.
The impact of the FTE decrease on staff costs was partially offset by staff
wage inflation.

 

Share-based payments relate to the Long-Term Incentive Plan (LTIP) and the
Short-Term Incentive Plan (STIP) for the Management Board, as well as the
various long-term and short-term share (option) plans for employees (as
described in Note 7 to the consolidated financial statements for the period
ended 31 December 2023). Share-based payments decreased to €147 million in
2023 compared with €166 million in 2022, mainly driven by the decrease in
average FTEs and the gradual completion of legacy and Grubhub rollover plans.

 

Other operating expenses

                           Year ended 31 December
 € millions                2023          2022
 Marketing expenses        588           735
 Other operating expenses  487           642
 Other operating expenses  1,075         1,377

 

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 our
platforms) and (ii) brand marketing, such as television, online media, and
outdoor advertising (billboards).

 

In 2023, we continued our partnership with UEFA and launched a new global
brand campaign with Christina Aguilera and Latto. Marketing expenses decreased
by 20% to €588 million in 2023 compared with €735 million in 2022,
primarily due to efficiencies in brand marketing spend as well as a reduction
in performance marketing spend due to lower order volumes and costs per order
spend optimisation.

 

Other operating expenses

Other operating expenses decreased by 24% to €487 million in 2023 compared
with €642 million in 2022, mainly driven by measures taken to increase
efficiency and automation in the business. Consequently, we achieved savings
in relation to staff-related expenses and professional fees. These measures
allowed us to effectively manage costs while maintaining a focus on
operational efficiency, ultimately contributing to a reduction in overall
expenditure.

 

Depreciation, amortisation and impairments

Depreciation and amortisation expenses were €599 million in 2023, up from
€567 million in 2022 due to the amortisation of intangible assets, mainly
consumer lists and development costs.

 

Total impairments of €1,539 million were recognised in 2023 for goodwill,
other intangible assets and property and equipment. Following the annual
impairment test and the identification of impairment indicators, impairment
losses were mainly recognised in the amount of €1,060 million related to
cash-generating unit (CGU) United States and €436 million to CGU Canada. The
impairment in the United States and Canada was mainly driven by
lower-than-expected order levels in the short-to-medium term resulting from
market competitiveness. See also Note 11 to the consolidated financial
statements for more details.

 

Share of results of associates and joint ventures

Movements in the share of results of associates and other gains and losses are
mainly explained by the sale of our investment in iFood in 2022.

 

Income tax expense

In 2023, the net income tax benefit was €225 million, compared with €101
million in 2022. The taxable results of profitable entities resulted in a
current tax expense of €30 million compared with €53 million in 2022,
which included the impact of the Danish Tax authority dispute of €32
million. In 2023, the deferred tax benefit was €254 million compared with
€154 million in 2022, mainly relating to temporary differences arising from
the amortisation of other intangible assets and the recognition of available
tax losses carried forward.

 

Loss for the period

As a result of the factors described above, Just Eat Takeaway.com realised a
net loss after tax of €1,846 million in 2023 (2022: €5,667 million). The
loss for the period excluding the impact of total impairments amounted to
€307 million compared with €1,065 million in 2022.

 

Consolidated statement of financial position

 

 € millions                                                 31 December 2023  31 December 2022
 Non-current assets                                         7,840             9,742
 Current assets excluding cash and cash equivalents         607               626
 Cash and cash equivalents                                  1,724             2,020
 Total assets                                               10,172            12,389

 Total shareholders' equity attributable to equity holders  6,044             7,903
 Non-controlling interests                                  (7)               (8)
 Total equity                                               6,036             7,895

 Non-current liabilities                                    2,585             3,085
 Current liabilities                                        1,550             1,408
 Total liabilities                                          4,135             4,494
 Total equity and liabilities                               10,172            12,389

 

Non-current assets, mainly consisting of goodwill and other intangible assets
decreased to €7,840 million as of 31 December 2023 from €9,742 million as
of 31 December 2022. This was primarily driven by the impairment losses and
amortisation of intangible assets.

 

Cash and cash equivalents increased to €1,724 million as of 31 December
2023, from €2,020 million as of 31 December 2022. This decrease was
primarily driven by cash outflows from the share buyback programmes and
capital expenditures.

 

Shareholders' equity decreased to €6,044 million as of 31 December 2023,
from €7,903 million as of 31 December 2022, mainly due to accumulated losses
over the period.

 

The solvency ratio, defined as total equity divided by total assets, was 59%
as of 31 December 2023 compared with 64% at of 31 December 2022, the decrease
was mainly caused by accumulated losses over the period.

 

Consolidated statement of cash flows

                                                                      Year ended 31 December
 € millions                                                           2023          2022
 Net cash generated by / (used in) operating activities               125           (166)
 Net cash (used in) / generated by investing activities               (136)         1,214
 Net cash used in financing activities                                (278)         (365)
 Net cash and cash equivalents (used) / generated                     (290)         683

 Effects of exchange rate changes of cash held in foreign currencies  (6)           17
 Net (decrease) / increase in cash and cash equivalents               (296)         700

 

Net cash generated by operating activities amounted to €125 million in 2023
compared with €166 million used in 2022. The increase was driven by improved
operational performance and our focus on becoming profitable.

 

Net cash used in investing activities amounted to €136 million in 2023
mainly driven by continued capital expenditure, compared with net cash
generated of €1,214 million in 2022 which included the proceeds from the
disposal of iFood.

 

Net cash used in financing activities amounted to €278 million in 2023
driven by cash outflows from the share buyback programmes and lease payments,
compared with net cash used of €365 million in 2022 which included the
repayment of a bank loan.

Events after the reporting period

On 7 February 2024, the Supervisory Board announced the nomination of Mayte
Oosterveld for appointment as new CFO and member of the Management Board at
the AGM 2024.

Outlook

●      The Management Board issues the following guidance for 2024:

o  Constant currency GTV growth excluding North America to be in the range of
2% to 6% year-on-year

o  Adjusted EBITDA of approximately €450 million

o  Free cash flow (before changes in working capital) to continue to be
positive in 2024 and thereafter

●      Long-term target of group adjusted EBITDA margin in excess of 5%
of GTV.

●      Management, together with its advisers, continues to actively
explore the partial or full sale of Grubhub. There can be no certainty that
any such strategic actions will be agreed or what the timing of such
agreements will be. Further announcements will be made as and when
appropriate.

Principal risks

In conducting our business, we face risks that may interfere with the
achievement of our business objectives. It is important to understand the
nature of these risks. The principal risks published in the Company's 2022
Annual Report were reviewed by senior management and the Management Board
through a series of one-on-one interviews and it was determined that the
principal risks continued to apply throughout 2023, with the exception of one
principal risk that was no longer deemed relevant in 2023 ("Integration and
Transformation") and some minor wording changes made to this list. Any of
these risks and events or circumstances described therein may have a material
adverse effect on our business, financial condition, results of operations and
reputation. The risks outlined in the 2023 Annual Report continue to apply in
2024. These risks are not the only ones that we face. Some risks may not yet
be known to us and certain risks that we do not currently believe to be
material could become material in the future.

In Control Statement by the Management Board

As recommended by Governance Rules and on the basis of the foregoing and the
explanations contained in the section 'Risk Management', the Management Board
confirms, to its knowledge, that:

·      Just Eat Takeaway.com's financial reporting over 2023 provides
sufficient insights into any failings in the effectiveness of the internal
risk management and control systems;

·      Just Eat Takeaway.com's internal risk management and control
systems with regard to financial reporting risks provide a reasonable
assurance that Just Eat Takeaway.com's financial reporting over 2023 does not
contain any material errors;

·      Based on the current state of affairs, it is justified that the
financial reporting over 2023 is prepared on a going concern basis; and

·      The report states those material risks and uncertainties that are
relevant to the expectation of Just Eat Takeaway.com's continuity for the
period of 12 months after the preparation of the report.

The Management Board, 28 February 2024

Jitse Groen, CEO

Brent Wissink, CFO

Jörg Gerbig, COO

Andrew Kenny, CCO

Investor 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) is one of the world's leading
global online food delivery companies.

 

Headquartered in Amsterdam, the Company is focused on connecting consumers and
Partners through its platforms. With 699,000 connected Partners, Just Eat
Takeaway.com offers consumers a wide variety of choices from restaurants to
retail.

 

Just Eat Takeaway.com has rapidly grown to become a leading online food
delivery marketplace with operations in Australia, Austria, Belgium, Bulgaria,
Canada, Denmark, France, Germany, Ireland, Israel, Italy, Luxembourg, New
Zealand, Poland, Slovakia, Spain, Switzerland, the Netherlands, the United
Kingdom and the United States.

 

Most recent information is available on our corporate website and follow us on
LinkedIn
(https://www.linkedin.com/company/just-eat-takeaway-com/mycompany/verification/)
and X (https://twitter.com/justeattakeaway) .

Analyst and investor conference call and audio webcast

Jitse Groen, Brent Wissink, Jörg Gerbig and Andrew Kenny will host an analyst
and investor conference call to discuss the full year 2023 results at 10:30 am
CET on Wednesday 28 February 2024. Members of the investor community can
follow the audio webcast on:
https://www.justeattakeaway.com/investors/results-and-reports/
(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 2023
results at 8:30 am CET on Wednesday 28 February 2024. Members of the press can
join the conference call at +31 20 708 5073 or +44 (0)33 0551 0200.

Financial calendar

For more information, please visit
https://www.justeattakeaway.com/investors/financial-calendar/

 

Additional information on https://www.justeattakeaway.com/
(https://www.justeattakeaway.com/)

·      Just Eat Takeaway.com Analyst Presentation FY 2023

·      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 2023 and 2022 information in the condensed financial statements
is based on Just Eat Takeaway.com's 2023 consolidated financial statements, as
included in the 2023 Annual Report (the 'Financial Statements'), which have
been published on 28 February 2024. 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 28
February 2024. 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

The Financial Statements of the Company have been prepared in accordance with
International Financial Reporting Standards as adopted by the European Union
('IFRS') and comply with the financial reporting requirements included in Part
9 of Book 2 of the Dutch Civil Code.

Disclaimer

Statements included in this press release that are not historical facts
(including any statements concerning investment objectives, other plans and
objectives of management for future operations or economic performance, or
assumptions or forecasts related thereto) are, or may be deemed to be,
forward-looking statements. These forward-looking statements may be identified
by the use of forward-looking terminology, including the terms "anticipates",
"expects", "intends", "may" or "will" or, in each case, their negative or
other variations 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. Any
forward-looking statements reflect the Company's current view with respect to
future events and are subject to risks relating to future events and other
risks, uncertainties and assumptions relating to the Company's business,
results of operations, financial position, liquidity, prospects, growth or
strategies. 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 press release. Readers are cautioned not to place
undue reliance on such forward-looking statements.

No Offer or Solicitation

This document 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.

Alternative Performance Measures

This document includes certain alternative performance measures. Just Eat
Takeaway.com uses these alternative performance measures 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 amortisation expense on its
fixed assets and the impact of share-based payment expenses. These 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. They should be read in
conjunction with Just Eat Takeaway.com's financial statements prepared in
accordance with IFRS.

 

Condensed Consolidated Financial Statements

 

this page has been intentionally left blank

 

Consolidated statement of profit or loss and other comprehensive income

for the year ended 31 December

 € millions                                                                   2023     2022
 Revenue                                                                      5,167    5,561
 Courier costs                                                                (2,289)  (2,599)
 Order processing costs                                                       (507)    (571)
 Staff costs                                                                  (1,191)  (1,259)
 Other operating expenses                                                     (1,075)  (1,377)
 Depreciation, amortisation and impairments                                   (2,138)  (5,168)
 Operating loss                                                               (2,032)  (5,413)
 Share of results of associates                                               -        (35)
 Finance income                                                               50       38
 Finance expense                                                              (98)     (85)
 Other gains and losses                                                       10       (273)
 Loss before income tax                                                       (2,071)  (5,768)
 Income tax benefit                                                           225      101
 Loss for the period                                                          (1,846)  (5,667)

 Other comprehensive income
 Items that may be reclassified subsequently to profit or loss:
 Foreign currency translation gain related to foreign operations, net of tax  40       153
 Equity-accounted investees - share of other comprehensive income             -        276
 Reclassification of foreign currency translation on loss of significant      -        (84)
 influence to profit or loss
 Other comprehensive income for the period                                    40       345
 Total comprehensive loss for the period                                      (1,806)  (5,322)

 Loss attributable to:
 Owners of the Company                                                        (1,846)  (5,667)
 Non-controlling interests                                                    0        (0)

 Total comprehensive loss attributable to:
 Owners of the Company                                                        (1,806)  (5,322)
 Non-controlling interests                                                    0        (0)

 Loss per share (expressed in € per share)
 Basic loss per share                                                         (8.69)   (26.51)
 Diluted loss per share                                                       (8.69)   (26.51)

 

 

 

Consolidated statement of financial position

as at 31 December

 € millions                     2023      2022
 Assets
 Goodwill                       2,812     3,926
 Other intangible assets        4,489     5,217
 Property and equipment         152       200
 Right-of-use assets            288       333
 Deferred tax assets            22        2
 Other non-current assets       77        64
 Total non-current assets       7,840     9,742

 Trade and other receivables    425       433
 Other current assets           133       136
 Current tax assets             30        20
 Inventories                    19        37
 Cash and cash equivalents      1,724     2,020
 Total current assets           2,331     2,646
 Total assets                   10,172    12,389

 Equity and liabilities
 Total shareholders' equity     6,044     7,903
 Non-controlling interests      (7)       (8)
 Total equity                   6,036     7,895

 Borrowings                     1,772     2,001
 Deferred tax liabilities       522       750
 Lease liabilities              265       311
 Provisions                     27        24
 Total non-current liabilities  2,585     3,085

 Borrowings                     254       4
 Lease liabilities              69        64
 Provisions                     51        91
 Trade and other liabilities    1,163     1,183
 Current tax liabilities        13        66
 Total current liabilities      1,550     1,408
 Total liabilities              4,135     4,494
 Total equity and liabilities   10,172    12,389

 

 

Consolidated statement of changes in equity

                                      Share capital  Share premium  Treasury shares  Foreign currency translation  Other legal reserves      Equity-settled share-based payments reserve  Equity component of convertible bonds  Accumulated deficits  Total shareholders' equity  Non-controlling interest  Total equity
 € millions                                                                          Legal reserves                                          Other reserves
 Balance as at 31 December 2021       9              13,450         -                373                           -                         188                                          198                                    (1,168)               13,050                      (8)                       13,042
 Total comprehensive income / (loss)  -              -              -                345                           -                         -                                            -                                      (5,667)               (5,322)                     (0)                       (5,322)
 Deferred tax on convertible bonds    -              -              -                -                             -                         -                                            (3)                                    -                     (3)                         -                         (3)
 Share-based payments                 0              158            -                -                             -                         (2)                                          -                                      23                    179                         -                         179
 Balance as at 31 December 2022       9              13,607         -                718                           -                         187                                          195                                    (6,813)               7,903                       (8)                       7,895
 Total comprehensive income / (loss)  -              -              -                40                            -                         -                                            -                                      (1,846)               (1,806)                     0                         (1,806)
 Transfer from accumulated deficits   -              -              -                -                             20                        -                                            -                                      (20)                  -                           -                         -
 Changes in treasury shares           -              -              (192)            -                             -                         -                                            -                                      -                     (192)                       -                         (192)
 Deferred tax on convertible bonds    -              -              -                -                             -                         -                                            (3)                                    -                     (3)                         -                         (3)
 Share-based payments                 0              136            -                -                             -                         (13)                                         -                                      18                    142                         -                         142
 Balance as at 31 December 2023       9              13,743         (192)            758                           20                        175                                          192                                    (8,660)               6,044                       (7)                       6,036

 

Consolidated statement of cash flows

for the year ended 31 December

 € millions                                                           2023     2022
 Loss for the period                                                  (1,846)  (5,667)
 Adjustments:
 Depreciation, amortisation and impairments                           2,138    5,168
 Share of results of associates                                       -        35
 Loss on disposal of investment in associates                         -        275
 Equity-settled share-based payments                                  145      166
 Finance income and expense recognised in profit or loss              48       47
 Other adjustments                                                    (8)      (1)
 Income tax benefit recognised in profit or loss                      (225)    (101)
                                                                      252      (78)
 Changes in:
 Inventories                                                          18       (4)
 Trade and other receivables                                          3        (126)
 Other current assets                                                 (3)      27
 Other non-current assets                                             (11)     11
 Trade and other liabilities                                          (5)      85
 Provisions                                                           (35)     (28)
 Net cash generated by / (used in) operations                         219      (113)
 Interest received                                                    50       -
 Interest paid                                                        (52)     (48)
 Income taxes paid                                                    (93)     (5)
 Net cash generated by / (used in) operating activities               125      (166)

 Cash flows from investing activities
 Investment in other intangible assets                                (107)    (93)
 Investment in property and equipment                                 (45)     (108)
 Acquisition of subsidiaries, net of cash acquired                    -        3
 Proceeds from sale of equity investments                             17       1,500
 Funding provided to associates                                       -        (88)
 Other                                                                (1)      -
 Net cash (used in) / generated by investing activities               (136)    1,214

 Cash flows from financing activities
 Proceeds from issuance of ordinary shares                            0        5
 Share buyback                                                        (192)    -
 Principal element of lease payments                                  (65)     (54)
 Repayments of borrowings                                             -        (300)
 Taxes paid related to net settlement of share-based payment awards   (21)     (15)
 Net cash used in financing activities                                (278)    (365)

 Net (decrease) / increase in cash and cash equivalents               (290)    683

 Cash and cash equivalents at beginning of year                       2,020    1,320
 Effects of exchange rate changes of cash held in foreign currencies  (6)      17
 Cash and cash equivalents at end of year                             1,724    2,020

 

Appendix 1: 3-year KPIs and KFIs

The Grubhub business was consolidated from 15 June 2021. The 2021 figures are
presented as if the combination was completed on 1 January 2021 to provide
comparable information for the periods presented. Operations in Norway and
Portugal were discontinued from 1 April 2022 and Romania from 1 June 2022. The
2022 figures presented exclude these operations as from 1 January 2022.

These combined figures are unaudited and may not add up due to rounding. Refer
to Appendix 2 for reconciliations to the closest IFRS-based equivalent where
applicable.

 Millions unless stated otherwise                     2023     2022     2021
 Partners(1) ('000)                                   699      692      634
 Active consumers(1)                                  84       90       99
 Returning active consumers as % of active consumers  66.6%    67.5%    67.4%
 Average monthly order frequency (#)                  2.8      2.8      2.9
 (1)( )(Number as at 31 December)

 Total orders (million)                               2023     2022     2021
 North America                                        281      327      374
 Northern Europe                                      273      288      296
 UK and Ireland                                       245      260      289
 Southern Europe and ANZ                              92       109      128
 Total orders                                         891      984      1,086

 Average transaction value (€)                        2023     2022     2021
 North America                                        35.51    35.54    30.76
 Northern Europe                                      28.20    25.80    24.30
 UK and Ireland                                       26.95    25.18    23.01
 Southern Europe and ANZ                              23.45    23.91    22.24
 ATV                                                  29.67    28.66    25.94

 Total GTV (€ billion)                                2023     2022     2021
 North America                                        10.0     11.6     11.5
 Northern Europe                                      7.7      7.4      7.2
 UK and Ireland                                       6.6      6.6      6.6
 Southern Europe and ANZ                              2.2      2.6      2.8
 Total GTV                                            26.4     28.2     28.2

 

 € millions                                    2023     2022     2021
 Revenue                                       ( -)
 North America                                 2,141    2,552    2,470
 Northern Europe                               1,277    1,155    1,064
 UK and Ireland                                1,311    1,319    1,249
 Southern Europe and ANZ                       438      532      548
 Total revenue                                 5,167    5,559    5,331
 Revenue less adjusted order fulfilment costs  2,390    2,360    1,898
 Adjusted EBITDA                               ( -)
 North America                                 126      65       (28)
 Northern Europe                               366      313      256
 UK and Ireland                                135      23       (107)
 Southern Europe and ANZ                       (97)     (161)    (262)
 Head office                                   (207)    (221)    (208)
 Total adjusted EBITDA                         324      19       (350)

                                               IFRS-basis
 € millions                                    2023     2022     2021
 Loss for the period                           (1,846)  (5,667)  (1,044)
 Cash and cash equivalents                     1,724    2,020    1,320

Appendix 2: Reconciliation of Alternative Performance Measures

The tables below provide a reconciliation of alternative performance measures
from the most directly comparable IFRS

measures.

 

The Grubhub business was consolidated from 15 June 2021. The 2021 figures are
presented as if the combination was completed on 1 January 2021, to provide
comparable information for the periods presented. This is referred to as
'Combined businesses' in the table below. Operations in Norway and Portugal
were discontinued from 1 April 2022 and Romania from 1 June 2022. The 2022
figures are presented as if these operations were excluded as of 1 January
2022. This is referred to as 'Discontinued businesses' in the table below.
There were no reconciling items for revenue and adjusted EBITDA for the year
ended 31 December 2023.

 

These combined figures are unaudited and may not add up due to rounding.

Combined revenue

                          2022
 € millions               North America  Northern Europe  UK and Ireland  Southern Europe and ANZ  Head Office  Consolidated
 Revenue (IFRS)           2,552          1,156            1,319           534                      -            5,561
 Discontinued businesses  -              (1)              -               (2)                      -            (2)
 Combined revenue         2,552          1,155            1,319           532                      -            5,559

                          2021
 € millions               North America  Northern Europe  UK and Ireland  Southern Europe and ANZ  Head Office  Consolidated
 Revenue (IFRS)           1,634          1,064            1,249           548                      -            4,495
 Combined businesses      836            -                -               -                        -            836
 Combined revenue         2,470          1,064            1,249           548                      -            5,331

 

 

Combined adjusted EBITDA

Refer to Note 3 in the consolidated financial statements for a reconciliation
of adjusted EBITDA to loss before income tax (IFRS).

                           2022
 € millions                North America  Northern Europe  UK and Ireland  Southern Europe and ANZ  Head Office  Consolidated
 Adjusted EBITDA           65             312              23              (169)                    (221)        10
 Discontinued businesses   -              1                -               8                        -            9
 Combined adjusted EBITDA  65             313              23              (161)                    (221)        19

                           2021
 € millions                North America  Northern Europe  UK and Ireland  Southern Europe and ANZ  Head Office  Consolidated
 Adjusted EBITDA           (11)           256              (107)           (262)                    (207)        (331)
 Combined businesses       (17)           -                -               -                        (1)          (19)
 Combined adjusted EBITDA  (28)           256              (107)           (262)                    (208)        (350)

 

Combined revenue less adjusted order fulfilment costs

 € millions                                             2023     2022     2021
 Revenue less order fulfilment costs                    2,372    2,391    1,558
 Discontinued businesses                                -        3        -
 Combined businesses                                    -        -        303
 Other items(1)                                         19       (34)     37
 Combined revenue less adjusted order fulfilment costs  2,390    2,360    1,898
 (1)Other items include, amongst others, restructuring costs, certain legal,
 tax, and regulatory matters, and certain insurance income and costs

 

 1  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

 2  Free cash flow is defined as net cash used in operating activities less
capital expenditure, lease payments and taxes paid on net settlement of
share-based payment awards

 3  On a combined basis

 4  Revenue less order fulfilment costs, adjusted for other items as shown in
Appendix 2

 5  Free cash flow before working capital excludes other changes in working
capital, other non-current assets and provisions

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