REG - Just Eat Takeaway - Half-year Report
26/07/2023 07:00
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RNS Number : 2351H Just Eat Takeaway.com N.V. 26 July 2023
Amsterdam, 26 July 2023
Half Year 2023 Results
· Northern Europe and UK and Ireland returned to GTV growth in Q2 2023
· Half-year Adjusted EBITDA 1 improved to €143 million
· UK and Ireland on track to reach a similarly high AEBITDA Margin as
Northern Europe
· Fast approaching our positive free cash flow 2 target
Jitse Groen, CEO and founder of Just Eat Takeaway.com said: "Since our IPO,
our objective has been to build and extend large scale and sustainably
profitable positions in our markets. With the majority of our Orders coming
from Northern Europe and UK and Ireland, these two segments returning to
growth in the second quarter of 2023 is a key milestone. Encouragingly, UK and
Ireland is on its way to a similarly high profit margin as Northern Europe.
The remainder of the business is also showing improving GTV growth and
profitability trends, leading to the Company fast approaching its positive
free cash flow target."
Group highlights 3
● Northern Europe and UK and Ireland returned to year-on-year
Gross Transaction Value ('GTV') growth of 4% and 1% (3% at constant currency)
respectively in Q2 2023. As a consequence, the H1 2023 GTV growth for both
segments was also positive. North America and Southern Europe and ANZ are
following the same improving trend. GTV for the entire business declined by 4%
on a constant currency basis in Q2 2023.
● Adjusted EBITDA amounted to €143 million in H1 2023,
reflecting a material improvement of €277 million compared with H1 2022.
Ongoing focus on efficiency in Delivery operations as well as general costs
saving initiatives were the main reasons for this increase. All operating
segments materially contributed to this improvement.
● In Northern Europe, the Adjusted EBITDA Margin as a percentage
of GTV ('Adjusted EBITDA Margin') reached our 5.0% long-term target in H1
2023. The UK and Ireland segment, with a 1.8% margin, is on track to reach a
similarly high Adjusted EBITDA Margin.
● We are fast approaching our positive free cash flow target. Free
cash flow before changes in working capital significantly improved to minus
€78 million in H1 2023 from minus €407 million in H1 2022. Excluding
exceptionals and a one-off 2012/2013 tax settlement with the Danish tax
authority, free cash flow before changes in working capital was minus €16
million.
● Grubhub, with a free cash flow of minus €56 million in H1
2023, is also on a path to cash flow breakeven. We have initiated a number of
measures which we believe will lead to further improvements going forward.
● Our global grocery proposition continues to progress well with
approx. 40,000 grocery Partners on the platform by 30 June 2023, a growth of
36% compared with the end of June 2022, with particularly strong progress in
the UK and Ireland.
● Advertising 4 revenue was €99 million in H1 2023 excluding
Grubhub, a 33% increase compared with the same period last year, with
significant opportunities ahead to expand offerings within this vertical.
Grubhub's advertising revenue is excluded as this is part of a tiered
commission structure.
● Brent Wissink informed the Company that he wishes to pursue
other opportunities and will be stepping down as Chief Financial Officer and
resign from the Management Board of the Company as per the Company's annual
general meeting in May 2024. The Supervisory Board will initiate the process
of finding a successor for Mr. Brent Wissink.
Segment highlights(3)
● In the North America segment, GTV decreased by 12% to €5.1
billion in H1 2023, mainly caused by lower Order volumes, which were partly
offset by a higher ATV. Adjusted EBITDA turned positive and amounted to €51
million in H1 2023, from minus €4 million in H1 2022, despite the ongoing
headwind to segment profitability from fee caps in New York City. In parallel
to actively exploring a partial or full sale of Grubhub, we have appointed a
new CEO, are realising US$30 million+ run-rate savings from 2024 onwards
through a restructuring and have established a path to cash flow breakeven at
Grubhub, excluding any positive impact of a potential New York City fee cap
amendment.
● In the Northern Europe segment, GTV increased by 2% to €3.8
billion in H1 2023 compared with H1 2022, driven by a higher ATV. Major
markets such as Germany and the Netherlands saw sequential improvement in
year-on-year Order growth. Northern Europe continued to demonstrate strong
improvements in profitability with an Adjusted EBITDA of €191 million in H1
2023, up from €124 million in H1 2022. The Adjusted EBITDA Margin was at our
5.0% long-term target in H1 2023, with potential for further improvement.
● In the UK and Ireland segment, GTV increased by 1% at constant
currency in H1 2023 compared with H1 2022. Both Orders and GTV sequentially
grew in Q2 2023 compared with Q1 2023. Adjusted EBITDA improved significantly
to €56 million in H1 2023 from minus €18 million in H1 2022, showing
strong margin improvement with Adjusted EBITDA Margin reaching 1.8%.
● In the Southern Europe and ANZ segment, Adjusted EBITDA losses
halved to minus €55 million in H1 2023 from minus €110 million in H1 2022
on the back of improved unit economics.
Other Financials
● Just Eat Takeaway.com's cash and cash equivalents amounted to
€1,799 million as per 30 June 2023. We are well-capitalised to meet all our
future debt obligations.
● We were able to use part our strong liquidity position to buy
back shares. Under the €150 million share buyback programme announced on 19
April 2023, 2.73% of issued shares were repurchased as per 21 July 2023.
● Net loss for the period of €258 million in H1 2023 was mainly
driven by the non-cash amortisation of intangibles acquired through business
combinations.
Outlook
● GTV growth to be in a range of -4% to +2% year-on-year in
2023(( 5 )), with a return to growth skewed towards the end of the year,
given the lower absolute Order level of H2 2022 versus H1 2022.
● Management expects to deliver a positive Adjusted EBITDA of
approximately €275 million in 2023. This guidance includes additional
investments in food and non-food adjacencies, wage costs inflation and
reflects an uncertain macro-economic environment.
● Management expects free cash flow before working capital to turn
positive in mid-2024.
● The long-term objectives for Just Eat Takeaway.com remain
unchanged.
● 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 first six months of 2023.
Performance highlights
On a Combined basis(1)
H1 2023 H1 2022 Change Constant currency
Partners (# thousands)(2) 679 680 0%
Active Consumers (# millions)(2) 87 94 -7%
Returning Active Consumers as % of Active Consumers 67% 68% -0.8p.p.
Average Monthly Order Frequency (#) 2.8 2.9 -0.1
Orders (# millions)
North America 145 171 -15%
Northern Europe 136 148 -8%
UK and Ireland 121 132 -9%
Southern Europe and ANZ 48 58 -17%
Total Orders 450 509 -12%
Average Transaction Value (€) 29.35 27.85 1.50
GTV (€ millions)
North America 5,130 5,832 -12% -12%
Northern Europe 3,799 3,722 2% 2%
UK and Ireland 3,164 3,260 -3% 1%
Southern Europe and ANZ 1,130 1,373 -18% -15%
Total GTV 13,224 14,187 -7% -6%
(1)( )(Operations in Norway and Portugal were discontinued from 1 April 2022
and in Romania from 1 June 2022. For this report, performance in Norway,
Portugal and Romania are excluded as of 1 January 2022.)
(2)( )(Number as at 30 June)
On a Combined basis(1)
€ millions H1 2023 H1 2022 Change Constant currency
Revenue
North America 1,106 1,271 -13% -13%
Northern Europe 624 570 10% 9%
UK and Ireland 629 658 -4% -1%
Southern Europe and ANZ 229 280 -18% -16%
Total revenue 2,588 2,779 -7% -6%
Adjusted revenue less Order fulfilment costs(2) 1,188 1,111 7%
(1)( )(Operations in Norway and Portugal were discontinued from 1 April 2022
and in Romania from 1 June 2022. For this report, performance in Norway,
Portugal and Romania are excluded as of 1 January 2022.
) (2)( The adjusted revenue less Order fulfilment costs also includes other
items from Adjusted EBITDA)
On a Combined basis(1)
€ millions H1 2023 H1 2022 Change
Adjusted EBITDA
North America 51 (4)
Northern Europe 191 124 54%
UK and Ireland 56 (18)
Southern Europe and ANZ (55) (110) 50%
Head office (100) (127) 21%
Total Adjusted EBITDA 143 (134)
(1)( )(Operations in Norway and Portugal were discontinued from 1 April 2022
and in Romania from 1 June 2022. For this report, performance in Norway,
Portugal and Romania are excluded as of 1 January 2022)
Key Performance Indicators ('KPIs') and Key Financial Indicators (KFIs) are
alternative performance measures not defined under IFRS. Refer to Appendix 1
for a summary of all our KPIs and KFIs and to Appendix 2 for a reconciliation
of these alternative performance measures from the most directly comparable
IFRS measures.
These figures are unaudited and may not add up due to rounding. The
percentages used are based on unrounded figures.
Reference is made to the Glossary as included in our Annual Report 2022 for an
overview of defined terms.
Segment information
Our operations span four segments. These segments are: North America, Northern
Europe, United Kingdom and Ireland, and Southern Europe and Australia and New
Zealand ('ANZ'). North America comprises Canada and the United States.
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
Six-month period ended 30 June
Millions unless stated otherwise 2023 2022 Change
Orders 145 171 -15%
GTV (€)(1) 5,130 5,832 -12%
Revenue (€)(2) 1,106 1,271 -13%
Adjusted EBITDA (€) 51 (4)
• Adjusted EBITDA Margin (%) 1.0% -0.1% 17.3pp
(1)( )(Change at constant currency level for GTV is minus 12%)
(2)( )(Change at constant currency level for revenue is minus 13%)
North America is the largest segment in terms of Orders and GTV, representing
32% of the total Just Eat Takeaway.com Orders and 39% of the total GTV in the
first six months of 2023.
During H1 2023, North America Orders decreased by 15% compared with the same
period last year. This year-on-year decline can be attributed to the impact of
the pandemic primarily in Q1 2022, and the competitive nature of the North
American market. In Q2 2023, we observed a return towards pre-pandemic
seasonal ordering patterns, with improvements in year-on-year Order growth
from Q1 2023 to Q2 2023.
GTV decreased by 12% to €5,130 million in H1 2023 from €5,832 million in
H1 2022. This was primarily driven by lower Order volume, partially offset by
a higher ATV.
North America revenue declined by 13% to €1,106 million in H1 2023 from
€1,271 million in H1 2022, largely driven by the decrease in GTV.
North America demonstrated continued improvement in Adjusted EBITDA during H1
2023. Adjusted EBITDA increased to €51 million in H1 2023 from minus €4
million in H1 2022. The Adjusted EBITDA Margin improved to 1.0% in H1 2023
from minus 0.1% in H1 2022 mainly driven by the improved efficiency of our
Delivery network as a result of increased Order pooling, allowing a courier to
combine multiple Orders into one Delivery round, and enhanced technology.
As fee caps in New York City remain a headwind, we continue to pursue legal
and legislative remedies as we believe fee caps are contrary to the law.
In July 2022, Grubhub and Amazon.com Services LLC ('Amazon') entered into a
commercial agreement in the US, offering Amazon Prime members a one-year free
membership of Grubhub+, Grubhub's loyalty program. In June 2023, Grubhub and
Amazon announced the extension for an additional year of their one-year free
Grubhub+ offer for Amazon Prime members in the United States.
Northern Europe
Six-month period ended 30 June
Millions unless stated otherwise 2023 2022(1) Change
Orders 136 148 -8%
GTV (€)(2) 3,799 3,722 2%
Revenue (€)(3) 624 570 10%
Adjusted EBITDA (€) 191 124 54%
• Adjusted EBITDA Margin (%) 5.0% 3.3% 0.5pp
(1)( )(Norway operations were discontinued from 1 April 2022. The combined
figures exclude Norway as of 1 January 2022. )
(2)( )(Change at constant currency level for GTV is 2%)
(3)( )(Change at constant currency level for revenue is 9%)
The Northern Europe segment made up 30% of the total Just Eat Takeaway.com's
Orders and 29% of the total GTV during the first six months of 2023, with
Germany being the largest market in terms of Orders and GTV.
Northern Europe experienced an 8% year-on-year Order decline in H1 2023
compared with H1 2022, primarily attributed to the impact of the pandemic on
the prior year comparatives.
In H1 2023, Northern Europe returned to GTV growth, with a year-on-year
increase of 2% to €3,799 million in H1 2023 from €3,722 million in H1
2022. Growth in GTV was driven by higher ATV impacted by food price inflation.
Notably, we delivered particularly encouraging GTV growth in key markets such
as Germany.
Northern Europe revenue grew by 10% to €624 million in H1 2023 from €570
million in H1 2022. Revenue growth outpaced GTV growth, fueled by strategic
optimisation of Partner and consumer pricing that started at the end of 2022.
We also saw higher Promoted Placement revenue driven by the increased demand
from our Partners.
Northern Europe Adjusted EBITDA increased by 54% to €191 million in H1 2023
from €124 million in H1 2022. The Adjusted EBITDA Margin improved to 5.0% in
H1 2023 from 3.3% in H1 2022, and remained broadly flat compared with H2 2022,
driven by the increase in revenue as a percentage of GTV, improvements in
Delivery efficiency and targeted operating expenses reduction programmes.
Northern Europe remained the segment with the highest Adjusted EBITDA Margin
within Just Eat Takeaway.com.
United Kingdom and Ireland
Six-month period ended 30 June
Millions unless stated otherwise 20233 2022 Change
Orders 121 132 -9%
GTV (€)(1) 3,164 3,260 -3%
Revenue (€)(2) 629 658 -4%
Adjusted EBITDA (€) 56 (18)
• Adjusted EBITDA Margin (%) 1.8% -0.5% 4.3pp
(1)( )(Change at constant currency level for GTV is 1%)
(2)( )(Change at constant currency level for revenue is minus 1%)
UK and Ireland together made up 27% of the total Just Eat Takeaway.com Orders
and 24% of the total GTV during the first six months of 2023.
UK and Ireland experienced a 9% decline in Orders in H1 2023 compared with H1
2022 which can be attributed to lapping the pandemic tailwinds in 2022. In Q2
2023, the year-on-year decline improved significantly compared with Q1 2023.
GTV declined 3% year-on-year to €3,164 million in H1 2023 from €3,260
million in H1 2022, mainly driven by foreign currency exchange movements. GTV
showed positive trends shifting from a year-on-year decline of minus 6% in Q1
2023 to year-on-year growth of 1% in Q2 2023.
UK and Ireland revenue declined by 4% to €629 million in H1 2023 from €658
million in H1 2022, driven by the decline in GTV and targeted promotional
campaigns offering reduced Delivery fees.
Adjusted EBITDA increased to €56 million in H1 2023 from minus €18 million
in H1 2022 and the Adjusted EBITDA Margin improved to 1.8% in H1 2023 from
minus 0.5% in H1 2022 driven by enhanced Delivery efficiency through Order
pooling 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.
Our grocery business continued to expand at a rapid pace. At the end of H1
2023, we had over 5,000 grocery Partners on the platform, a significant
increase from the 1,000 grocery Partners we had on the platform at the end of
H1 2022. This offers significant opportunities to grow our future revenues and
further optimise our Delivery network by expanding our offering to our
consumers.
Southern Europe and ANZ
Six-month period ended 30 June
Millions unless stated otherwise 2023 2022(1) Change
Orders 48 58 -17%
GTV (€)(2) 1,130 1,373 -18%
Revenue (€)(3) 229 280 -18%
Adjusted EBITDA (€) (55) (110) 50%
• Adjusted EBITDA Margin (%) -4.9% -8.0% 0.4pp
(1)( )(Portugal operations were discontinued from 1 April 2022 and Romania's
from 1 June 2022. The combined figures exclude Portugal and Romania as of 1
January 2022. )
(2)( )(Change at constant currency level for GTV is minus 15%)
(3)( )(Change at constant currency level for revenue is minus 16%)
Southern Europe and ANZ made up 11% of the total Just Eat Takeaway.com Orders
and 9% of the total GTV during the first six months of 2023, with Australia
being the largest market in this segment.
During H1 2023, Orders for the Southern Europe and ANZ segment declined by
17%. This year-on-year decline can be attributed to the impact of the pandemic
primarily in Q1 2022. In Q2 2023, we observed a return to pre-pandemic
seasonal ordering patterns.
GTV experienced an 18% decrease to €1,130 million in H1 2023 from €1,373
million in H1 2022, primarily driven by lower Order volume and foreign
currency exchange movements.
Southern Europe and ANZ revenue declined in line with GTV by 18% to €229
million in H1 2023 from €280 million in H1 2022.
Southern Europe and ANZ had an Adjusted EBITDA of minus €55 million in H1
2023 compared with minus €110 million in H1 2022 and the Adjusted EBITDA
Margin improved to minus 4.9% in H1 2023 from minus 8.0% in H1 2022. This
improvement in Adjusted EBITDA was mainly driven by structural actions taken
to streamline operations, more efficient customer service driven by better
technology, and more efficient Delivery. Notably, we delivered particularly
encouraging Adjusted EBITDA improvements in Australia and New Zealand where
the Adjusted EBITDA Margin improved to minus 2% in H1 2023 compared with minus
5% in H1 2022.
Head office and allocations
Head office costs relate mostly to non-allocated 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, Data Analytics, Human Resources and the Management Board.
Head office expenses were €100 million in H1 2023 compared with €127
million in H1 2022 and €94 million in H2 2022. Head office expenses
increased by 6% compared with H2 2022, mainly due to 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 unaudited condensed consolidated interim financial
statements and 2022 comparative figures included therein. This section is
reported on an IFRS basis.
Interim financial review
Condensed consolidated statement of profit or loss
Six-month period ended 30 June
€ millions 2023 2022
Revenue 2,588 2,781
Courier costs (1,143) (1,349)
Order processing costs (263) (286)
Staff costs (614) (649)
Other operating expenses (544) (728)
Depreciation, amortisation and impairments (306) (3,249)
Operating loss (282) (3,480)
Share of results of associates - (39)
Finance income and expense, net (36) (24)
Other gains and losses 1 2
Loss before income tax (317) (3,541)
Income tax benefit 59 64
Loss for the period (258) (3,477)
Revenue
Six-month period ended 30 June
€ millions 2023 2022
Order-driven revenue 2,474 2,650
Ancillary revenue 114 131
Revenue 2,588 2,781
Order-driven revenue
Order-driven revenue consists of all revenue streams 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, consumer fees,
consumer Delivery fees charged on a per Order basis and Promoted Placement
fees which are earned on a per Order basis.
Order-driven revenue decreased by 7% to €2,474 million in H1 2023 compared
with €2,650 million in H1 2022, due to a 12% decrease in Orders partially
offset by higher ATV and higher Promoted Placement revenue.
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
Promoted Placement fees which are not earned on a per Order basis, sale of
merchandise and subscription fees.
Ancillary revenue decreased by 13% to €114 million in H1 2023 compared with
€131 million in H1 2022. While Promoted Placement revenue remained stable on
a year-on-year basis, there was a slight reduction in merchandise and
subscription revenue.
Order fulfilment costs
Six-month period ended 30 June
€ millions 2023 2022
Courier costs (1,143) (1,349)
Order processing costs (263) (286)
Order fulfilment costs (1,406) (1,635)
Courier costs, which include all salary and staff expenses of our employed
couriers, decreased by 15% to €1,143 million in H1 2023 from €1,349
million in H1 2022. This decrease was driven by year-on-year reduction in
Delivery Orders, Delivery network optimisation, pooling, and advancements in
technology. These improvements resulted in lower courier costs per Order.
Order processing costs decreased by 8% to €263 million in H1 2023 from
€286 million in H1 2022, primarily driven by the decrease in Orders partly
offset by higher Order management costs.
Revenue less Order fulfilment costs
Six-month period ended 30 June
€ millions 2023 2022
Revenue 2,588 2,781
Order fulfilment costs (1,406) (1,635)
Revenue less Order fulfilment costs 1,182 1,146
Revenue less Order fulfilment costs increased by 3% to €1,182 million in H1
2023 from €1,146 million in H1 2022. The increase is due to a higher ATV and
lower costs per Order driven by higher Delivery efficiency, which more than
offset the negative impact of wage inflation.
Staff costs
Six-month period ended 30 June
€ millions 2023 2022
Wages and salaries (443) (460)
Social security charges (59) (66)
Pension premium contributions (24) (24)
Share-based payments (78) (88)
Temporary staff expenses (11) (11)
Staff costs (614) (649)
Staff costs decreased by 5% to €614 million in H1 2023 compared with €649
million in H1 2022. Our staff, excluding couriers, decreased to an average
of 13,775 FTEs in H1 2023 from an average of 16,736 FTEs in the same
period last year. This FTE decrease was largely due to Group restructuring
activities and the hiring pause that was in place for the second half of 2022.
Share-based payments include the Long-Term Incentive Plan and the Short-Term
Incentive Plan for the Management Board, as well as the various long and
short-term share (option) plans for employees (as described in Note 7 to the
Consolidated financial statements for the period ended 31 December 2022).
Share-based payments decreased to €78 million in H1 2023 compared with €88
million in H1 2022, mainly driven by one-time retention shares awarded in H1
2022.
Other operating expenses
Six-month period ended 30 June
€ millions 2023 2022
Marketing expenses (299) (414)
Other operating expenses (245) (314)
Other operating expenses (544) (728)
Marketing expenses
Marketing expenses 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).
Marketing expenses decreased by 28% to €299 million in H1 2023 compared with
€414 million in H1 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 22% to €245 million in H1 2023,
compared with €314 million in H1 2022, mainly driven by measures 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 expenditures.
Depreciation, amortisation and impairments
Depreciation and amortisation expenses increased to €306 million in H1 2023
compared with €272 million in H1 2022 due to amortisation of intangible
assets, mainly consumer lists and development costs. No impairments of
goodwill or intangible assets were recognised in H1 2023. During the same
period last year and following the identification of impairment indicators, an
impairment loss was recognised in the amount of €2,977 million for the
cash-generating unit United States.
Share of results of associates
Our share of results of associates in H1 2023 was nil compared with €39
million in H1 2022, explained by the sale of our investment in iFood in H2
2022.
Income tax benefit
In H1 2023, the income tax benefit was €59 million, compared with €64
million income tax benefit in H1 2022. The income tax benefit is composed of
€14 million current tax expense (H1 2022: €18 million expense) and €73
million deferred tax benefit (H1 2022: €82 million deferred tax benefit).
The deferred tax benefit is mainly related to the temporary differences from
the amortisation of 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 €258 million in H1 2023.
Condensed consolidated statement of financial position
€ millions 30 June 2023 31 December 2022
Non-current assets 9,522 9,742
Current assets excluding cash and cash equivalents 510 626
Cash and cash equivalents 1,799 2,020
Total assets 11,831 12,389
Total shareholders' equity attributable to equity holders 7,665 7,903
Non-controlling interests (8) (8)
Total equity 7,657 7,895
Non-current liabilities 2,744 3,085
Current liabilities 1,430 1,408
Total liabilities 4,174 4,494
Total equity and liabilities 11,831 12,389
Non-current assets, mainly consisting of goodwill and other intangible assets,
decreased to €9,522 million as at 30 June 2023, compared with €9,742
million as at 31 December 2022. The movement is mainly due to the amortisation
of intangible assets, partly offset by foreign currency exchange movements.
Current assets include the iFood contingent consideration, which is accounted
for at fair value through profit or loss. Our assessment of the fair value as
at 30 June 2023 remained materially consistent since 31 December 2022 at €5
million. The final value of the contingent consideration will be established
based on year-on-year changes to the forward GTV and gross profit multiples of
a peer set of predominantly developing market food delivery peers based on
volume weighted average share prices during August and September 2022 and
2023.
Cash and cash equivalents decreased to €1,799 million as at 30 June 2023,
from €2,020 million as at 31 December 2022. This decrease was primarily
driven by cash outflows from operating activities of €41 million, capital
expenditures of €67 million and cash outflows in relation to the share
buyback programme of €71 million that was initiated in H1 2023.
Shareholders' equity decreased to €7,665 million as at 30 June 2023, from
€7,903 million as at 31 December 2022. This decrease was mainly driven by
accumulated losses over the period as well as the share buyback programme
resulting in treasury shares in shareholders' equity.
The solvency ratio, defined as total equity divided by total assets, was 65%
as at 30 June 2023, up from 64% as at 31 December 2022, driven mainly by
accumulated losses over the period.
Non-current liabilities decreased to €2,744 million as at 30 June 2023, from
€3,085 million as at 31 December 2022, mainly driven by the reclassification
of the 2019 convertible bonds to current liabilities as they are maturing
within one year.
Condensed consolidated statement of cash flows for the six-month period ended
30 June
Six-month period ended 30 June
€ millions 2023 2022
Net cash used in operating activities (41) (266)
Net cash used in investing activities (67) (146)
Net cash used in financing activities (114) (37)
Net cash and cash equivalents used (222) (449)
Effects of exchange rate changes on cash held in foreign currencies 0 11
Net decrease in cash and cash equivalents (222) (438)
Net cash used in operating activities reduced to €41 million in H1 2023
compared with net cash used in operating activities of €266 million in H1
2022. The decrease was mainly driven by improvements in net loss for the
period and a net working capital increase.
Net cash used in investing activities reduced to €67 million in H1 2023
compared with net cash used in investing activities of €146 million in H1
2022, mainly driven by reduced investment in property and equipment and,
following the sale of our associate iFood in H2 2022, no funding provided in
2023 compared with €28 million in H1 2022.
Net cash used in financing activities increased to €114 million in H1 2023,
compared with €37 million used in H1 2022. The increase was mainly due to
the cash outflows in relation to the share buyback programme.
Annual General Meeting
On 17 May 2023, the Company's Annual General Meeting of shareholders took
place. All resolutions were adopted by a large majority vote.
Events after the reporting period
There have been no events after the balance sheet date that require
disclosure.
Outlook
· GTV growth to be in a range of -4% to +2% year-on-year in 2023,
with a return to growth skewed towards the end of the year, given the lower
absolute Order level of H2 2022 versus H1 2022.
· Management expects to deliver a positive Adjusted EBITDA of
approximately €275 million in 2023. This guidance includes additional
investments in food and non-food adjacencies, wage costs inflation and
reflects an uncertain macro-economic environment.
· Management expects free cash flow before working capital to turn
positive in mid-2024.
· The long-term objectives for Just Eat Takeaway.com remain
unchanged.
· 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. We assess our risks through in-depth interviews with
members of the Management Board and senior management as well as numerous risk
workshops and interviews throughout the organisation during the year. Just Eat
Takeaway.com identified 12 principal risks aligned with its Vision and
Strategy which are categorised into five broad categories as set out in the
chapter "Risk Management" of our 2022 Annual Report. 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 2022 Annual Report continue to apply in 2023. 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
With reference to Applicable Laws, the Management Board states, to the best of
its knowledge, that:
· The condensed consolidated interim financial statements as at and
for the six months ended 30 June 2023 give a true and fair view of the assets,
liabilities, financial position, and profit or loss of the Company and the
undertakings included in the consolidation taken as a whole;
· The interim management report includes a true and fair review of
the information required pursuant to Article 5:25d paragraph 8 and 9 of the
Dutch Financial Supervision Act and regulations 4.2.7 and 4.2.8 of the UK
Disclosure and Transparency Rules.
The Management Board, 26 July 2023
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 679,000 connected Partners, Just Eat
Takeaway.com offers consumers a wide variety of food choice 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 company's website and follow us on
LinkedIn and Twitter.
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 results of the first six months of
2023 at 10:30 am CET on Wednesday 26 July 2023. 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 half year 2023
results at 8:30 am CET on Wednesday 26 July 2023. 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/
(https://www.justeattakeaway.com/investors/financial-calendar/)
Additional information on https://www.justeattakeaway.com/
(https://www.justeattakeaway.com/)
· Just Eat Takeaway.com Analyst Presentation H1 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
All figures in this document are unaudited.
Accounting Principles
Just Eat Takeaway.com's half year 2023 results have been prepared in
accordance with IAS 34 'Interim Financial Reporting' and should be read in
conjunction with the Company's last annual consolidated financial statements
as at and for the year ended 31 December 2022 and any public announcements
made by the Company during the interim reporting period. The accounting
policies applied in these condensed consolidated interim financial statements
are the same as those applied in the Company's consolidated financial
statements as at and for the year ended 31 December 2022, except for the
estimation of the income tax expense which is recognised based on management's
estimate of the weighted average effective annual income tax rate expected for
the full year.
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, including "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 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. These should be read in
conjunction with Just Eat Takeaway.com's financial statements prepared in
accordance with IFRS.
Condensed Consolidated Interim Financial Statements
This section contains the condensed consolidated interim financial statements
for the six-month period ended 30 June 2023 of Just Eat Takeaway.com N.V. (the
'Company'), a public limited liability company incorporated under the laws of
the Netherlands and domiciled in Amsterdam, the Netherlands. The information
contained herein is unaudited.
Contents
15 Condensed consolidated statement of profit or loss
and other comprehensive income
16 Condensed consolidated statement of financial
position
17 Condensed consolidated statement of changes in equity
18 Condensed consolidated statement of cash flows
19 Notes to the condensed consolidated interim financial
statements
24 Key Performance Indicators and Key Financial
Indicators
26 Alternative Performance Measure reconciliations from
the most directly comparable IFRS measures
Condensed consolidated statement of profit or loss and other comprehensive
income
Six-month period ended 30 June
€ millions 2023 2022
Revenue 2,588 2,781
Courier costs (1,143) (1,349)
Order processing costs (263) (286)
Staff costs (614) (649)
Other operating expenses (544) (728)
Depreciation, amortisation and impairments (306) (3,249)
Operating loss (282) (3,480)
Share of results of associates - (39)
Finance income 20 17
Finance expense (56) (41)
Other gains and losses 1 2
Loss before income tax (317) (3,541)
Income tax benefit 59 64
Loss for the period (258) (3,477)
Other comprehensive income
Items that may be reclassified subsequently to profit or loss:
Foreign currency translation gain related to foreign operations, net of tax 17 586
Other comprehensive income for the period 17 586
Total comprehensive loss for the period (241) (2,891)
Loss attributable to:
Owners of the Company (258) (3,477)
Non-controlling interests 0 0
Total comprehensive loss attributable to:
Owners of the Company (241) (2,891)
Non-controlling interests 0 0
Loss per share (expressed in € per share)
Basic loss per share (1.19) (16.34)
Diluted loss per share (1.19) (16.34)
The accompanying Notes are an integral part of these condensed consolidated
interim financial statements. Amounts may not add up due to rounding.
Condensed consolidated statement of financial position
€ millions 30 June 2023 31 December 2022
Assets
Goodwill 3,939 3,926
Other intangible assets 5,031 5,217
Property and equipment 175 200
Right-of-use assets 304 333
Deferred tax assets 1 2
Other non-current assets 74 64
Total non-current assets 9,522 9,742
Trade and other receivables 317 433
Other current assets 144 136
Current tax assets 21 20
Inventories 29 37
Cash and cash equivalents 1,799 2,020
Total current assets 2,309 2,646
Total assets 11,831 12,389
Equity and liabilities
Total shareholders' equity 7,665 7,903
Non-controlling interests (8) (8)
Total equity 7,657 7,895
Borrowings 1,761 2,001
Deferred tax liabilities 681 750
Lease liabilities 283 311
Provisions 19 24
Total non-current liabilities 2,744 3,085
Borrowings 251 4
Lease liabilities 67 64
Provisions 45 91
Trade and other liabilities 1,053 1,183
Current tax liabilities 15 66
Total current liabilities 1,430 1,408
Total liabilities 4,174 4,494
Total equity and liabilities 11,831 12,389
The accompanying Notes are an integral part of these condensed consolidated
interim financial statements. Amounts may not add up due to rounding.
Condensed consolidated statement of changes in equity
Share Share Treasury shares Foreign currency translation Equity-settled share-based payments reserve Equity-settled share-based payments reserve Equity component of convertible bonds Accumulated Total shareholders' equity Non-controlling interest Total equity
capital
premium
deficits
€ millions Legal reserve Other reserves
Balance as at 1 January 2022 9 13,450 - 373 188 198 (1,168) 13,050 (8) 13,042
Total comprehensive (loss) / income - - - 586 - - (3,477) (2,891) 0 (2,891)
Transaction costs - (1) - - - - - (1) - (1)
Deferred tax on convertible bonds - - - - - (1) - (1) - (1)
Share-based payments 0 88 - - (3) - 8 93 - 93
Balance as at 30 June 2022 9 13,537 - 959 185 197 (4,637) 10,250 (8) 10,242
Balance as at 1 January 2023 9 13,607 - 718 187 195 (6,813) 7,903 (8) 7,895
Total comprehensive (loss) / income - - - 17 - - (258) (241) 0 (241)
Changes in treasury shares - - (71) - - - - (71) - (71)
Deferred tax on convertible bonds - - - - - (1) - (1) - (1)
Share-based payments 0 105 - - (49) - 19 75 - 75
Balance as at 30 June 2023 9 13,712 (71) 735 138 193 (7,052) 7,665 (8) 7,657
The accompanying Notes are an integral part of these condensed consolidated
interim financial statements. Amounts may not add up due to rounding.
Condensed consolidated statement of cash flows
Six-month period ended 30 June
€ millions 2023 2022 (amended)(2)
Loss for the period (258) (3,477)
Adjustments:
Depreciation, amortisation and impairments 306 3,249
Share of results of associates - 39
Equity-settled share-based payments 78 88
Finance income and expense recognised in profit or loss 36 24
Other adjustments (0) 4
Income tax benefit recognised in profit or loss (59) (64)
102 (137)
Changes in:
Inventories 8 (4)
Trade and other receivables 112 (5)
Other current assets (8) 51
Other non-current assets (10) (28)
Trade and other liabilities (124) (65)
Provisions (51) (40)
Net cash generated by / (used in) operations 30 (228)
Interest received 21 -
Interest paid (27) (21)
Income taxes paid (66) (17)
Net cash used in operating activities (41) (266)
Cash flows from investing activities
Investment in other intangible assets (44) (42)
Investment in property and equipment (22) (75)
Acquisition of subsidiaries, net of cash acquired - (1)
Funding provided to associates - (28)
Net cash used in investing activities (67) (146)
Cash flows from financing activities
Proceeds from issuance of ordinary shares 0 0
Share buyback (71) -
Transaction costs related to issuance of ordinary shares accounted through equity (0) (1)
Principal elements of lease payments (31) (28)
Taxes paid related to net settlement of share-based payment awards (12) (8)
Net cash used in financing activities (114) (37)
Net decrease in cash and cash equivalents (222) (449)
Cash and cash equivalents at beginning of year 2,020 1,320
Effects of exchange rate changes on cash held in foreign currencies 0 11
Cash and cash equivalents at end of reporting period(1) 1,799 882
(1 )Cash and cash equivalents as at 30 June 2023 include €169 million (30
June 2022: €134 million) that is contractually restricted from general use.
(2) The comparative information is amended to separately show the movements
in other non-current assets and provisions. Reference is made to Note 2
Amendments to 2022 presentation paragraph.
The accompanying Notes are an integral part of these condensed consolidated
interim financial statements. Amounts may not add up due to rounding.
Notes to the condensed consolidated interim financial statements
1 General
Just Eat Takeaway.com is a leading global online food delivery company focused
on connecting consumers and Partners through its platforms.
The Company and the entities controlled by the Company (its subsidiaries) are
referred to herein as 'Just Eat Takeaway.com', with the Company being the
ultimate parent. The Company's shares are traded on Euronext Amsterdam (ticker
symbol: TKWY), its CREST Depositary Interests ('CDIs') are traded on the
London Stock Exchange (ticker symbol: JET) and its American Depositary Shares
('ADSs') are quoted and traded on the over-the-counter ('OTC') Markets via a
sponsored Level I Programme (ticker: 'JTKWY'). Five ADSs represent one share.
The Company is registered at the Commercial Register of the Chamber of
Commerce in Amsterdam, the Netherlands under number 08142836.
Amounts in the Notes to the condensed consolidated interim financial
statements (the Notes) are in € millions unless stated otherwise. Due to
rounding, amounts in the Notes may not add up to the totals provided in the
statements. Percentages used in the Notes are based on unrounded figures.
2 Basis of preparation
Statement of compliance
The condensed consolidated interim financial statements for the six-month
period ended 30 June 2023 have been prepared in accordance with IAS 34
'Interim Financial Reporting' and should be read in conjunction with the
Company's last annual consolidated financial statements as at and for the year
ended 31 December 2022 and any public announcements made by the Company during
the interim reporting period. They do not include all the information required
for a complete set of financial statements prepared in accordance with
International Financial Reporting Standards as adopted by the European Union
('IFRS'). However, selected explanatory notes are included to explain events
and transactions that are significant to an understanding of the changes in
Just Eat Takeaway.com's financial position and performance since the last
consolidated annual financial statements. Just Eat Takeaway.com's financial
position and performance are not significantly affected by seasonality or
cyclicality.
These condensed consolidated interim financial statements were authorised for
issue by the Management Board of the Company (the 'Management Board') and the
Supervisory Board of the Company on 26 July 2023.
Amendments to 2022 presentation
During 2022, Just Eat Takeaway.com amended the presentation of its statement
of cash flows to separately show the movements in other non-current assets and
provisions. Comparative amounts in the consolidated statement of cash flows
for the six-month period ended 30 June 2022 were reclassified for consistency
as presented below.
€ millions 2022 Reclassification 2022
(amended)
Other non-cash adjustments (64) 68 4
Changes in:
Other non-current assets - (28) (28)
Provisions - (40) (40)
Significant accounting policies
The accounting policies applied in these condensed consolidated interim
financial statements are the same as those applied in the Company's
consolidated financial statements as at and for the year ended 31 December
2022, except for the estimation of the income tax expense which is recognised
based on management's estimate of the weighted average effective annual income
tax rate expected for the full year. The new and amended standards effective
from 1 January 2023 do not have a material effect on the condensed
consolidated interim financial statements.
Standards issued but not yet effective
Certain new accounting standards and interpretations have been issued but are
not yet effective for the six-month period ended 30 June 2023 and have not
been early adopted. None of the accounting standards issued but not yet
effective are expected to have a significant impact on the Company's condensed
consolidated interim financial statements.
Critical accounting judgements and key sources of estimation uncertainty
In preparing these condensed consolidated interim financial statements, the
Management Board is required to make judgements that have a significant impact
on the amounts recognised and to make estimates and assumptions about the
carrying amounts of assets and liabilities that are not readily apparent from
other sources. The areas that involve critical accounting judgement and key
sources of estimation uncertainty are the same as those described in the
Company's consolidated financial statements as at and for the year ended 31
December 2022.
3 Events that occurred during the current period
Deregistration under the United States Securities and Exchange Act of 1934
('Exchange Act')
Following the delisting of its American Depositary Receipts from the Nasdaq
Global Select Market as per 14 March 2022, the Company voluntarily filed for
deregistration of its ordinary shares under the Exchange Act on 14 March 2023,
which deregistration became effective on 12 June 2023. The Company's main
considerations for the deregistration were the low trading volumes of the
Company's securities in the United States as well as the costs associated not
considered to be offset by the benefits from having its securities registered
under the Exchange Act. The Company's ADSs continue to be quoted and traded on
the OTC Markets via a sponsored Level I Programme.
Share buyback
On 19 April 2023, the Company initiated a share buyback programme to
repurchase ordinary shares in the amount of up to €150 million and for a
number of shares not exceeding the authority granted by the General Meeting on
4 May 2022, being 10% of the issued shares. The repurchased shares will be
used to cover the Company's obligations under the various share-based payment
plans or will be cancelled to reduce the issued share capital. The programme
is expected to complete no later than December 2023. Reference is made to Note
6 Equity for additional details.
4 Operating segments
Operating segments are reported on a regional level consistent with the
internal reporting provided to the Management Board, which is considered to be
Just Eat Takeaway.com's Chief Operating Decision Maker. The Management Board
assesses the financial performance of operating segments mainly based on
revenues and Adjusted EBITDA.
Adjusted EBITDA is defined as Just Eat Takeaway.com's operating income / loss
for the period adjusted for depreciation, amortisation, impairments,
share-based payments, acquisition- and integration related costs and other
items not directly related to underlying operating performance ("Other
items"). These Other items include, amongst others, restructuring costs,
certain legal and regulatory costs, and certain insurance income and costs.
Adjusted EBITDA is not a defined performance measure in IFRS. Just Eat
Takeaway.com's definition of Adjusted EBITDA may not be comparable with
similarly titled performance measures and disclosures by other companies.
Just Eat Takeaway.com evolved the structure of its organisation to a matrix
organisation in the second half of 2022 to place more responsibility at the
regional and country levels. The segment Adjusted EBITDA allocations therefore
changed and mainly resulted in a shift between Head office costs and
individual segments, as well as changes in cost recharges and allocations
between segments.
The following is an analysis of Just Eat Takeaway.com's revenue and results by
reportable segment and the non-allocated expenses included in head office as a
reconciliation to the consolidated figures.
Six-month period ended 30 June 2023
€ millions North America Northern Europe UK and Ireland Southern Europe and ANZ Head office Consolidated
Revenue 1,106 624 629 229 - 2,588
Adjusted EBITDA 51 191 56 (55) (100) 143
Share-based payments (79)
Finance income 20
Finance expense (56)
Other gains and losses 1
Depreciation, amortisation and impairments (306)
Integration related costs (2)
Other items (39)
Loss before income tax (317)
Six-month period ended 30 June 2022
€ millions North America Northern Europe UK and Ireland Southern Europe and ANZ Head office Consolidated
Revenue 1,271 571 658 281 - 2,781
Adjusted EBITDA (4) 122 (18) (118) (127) (144)
Share-based payments (88)
Finance income 17
Finance expense (41)
Share of results of associates (39)
Other gains and losses 2
Depreciation, amortisation and impairments (3,249)
Integration related costs (12)
Other items 13
Loss before income tax (3,541)
5 Income taxes
Income tax expense is recognised at an amount determined by multiplying the
profit (loss) before tax for the interim reporting period by management's best
estimate of the weighted average annual income tax rate expected for the full
financial year per jurisdiction, adjusted for the tax effect of certain items
recognised in full in the interim period. As such, the effective tax rate
('ETR') in the interim financial statements may differ from management's
estimate of the ETR for the annual financial statements.
The Company's consolidated ETR for the six-month period ended 30 June 2023 was
19% (six-month period ended 30 June 2022: 2%). The income tax benefit amounted
to €59 million for the six-month period ended 30 June 2023 (six-month period
ended 30 June 2022: €64 million income tax benefit). This relates mainly to
the temporary differences from the amortisation of intangible assets and the
recognition of available tax losses carried forward.
Income tax recognised directly in profit or loss
Six-month period ended 30 June
€ millions 2023 2022
Current tax expenses (14) (18)
Deferred tax benefits 73 82
Total tax recognised directly in profit or loss 59 64
6 Equity
Share capital and treasury shares
The Company had issued 219,966,059 shares at nominal value €0.04 each,
amounting to an issued share capital of €9 million as at 30 June 2023 (31
December 2022: 215,966,059 ordinary shares at a nominal value of €0.04 each,
amounting to an issued share capital of €9 million). All shares have been
issued and paid in.
The following table presents the development of the number of shares during
the period:
Six-month period ended 30 June
2023 2022
Outstanding as at 1 January 215,090,869 211,932,766
Issuances upon vesting or exercise under share (option) plans 3,151,612 1,543,104
Shares repurchased under the share buyback programme (4,964,641) -
Outstanding as at 30 June 213,277,840 213,475,870
Treasury shares 6,688,219 1,490,189
Issued as at 30 June 219,966,059 214,966,059
During the six-month period ended 30 June 2023, the Company issued a total of
4,000,000 shares (six-month period ended 30 June 2022: 2,344,859) with a
nominal value of €0.04 each to be held by Stichting Administratiekantoor
Takeaway.com ('STAK') to fulfil potential future obligations under various
share-based payment plans. Of those shares issued, 1,723,578 shares are still
held by the STAK as at 30 June 2023 (30 June 2022: 1,490,189).
Share buyback programme
During the six-month period ended 30 June 2023, the Company repurchased
4,964,641 ordinary shares at an average price of €14.27 as part of the share
buyback programme initiated on 19 April 2023. No shares were used to settle
share-based payment obligations nor cancelled during the period.
7 Basic and diluted loss per share
Numbers of weighted-average shares used in the calculation of basic and
diluted loss per share are as follows:
Six-month period ended 30 June
2023 2022
For the purpose of basic loss per share 216,037,190 212,842,951
For the purpose of diluted loss per share 216,037,190 212,842,951
The number of potential dilutive weighted-average shares not taken in
consideration above, due to their anti-dilutive effect, amount to 25,830,564
ordinary shares (30 June 2022: 21,189,366 ordinary shares), mainly related to
the convertible bonds and share-based payment plans.
8 Provisions and Contingent Liabilities
Legal proceedings
Except for the matters disclosed below, there are no governmental, legal or
arbitration proceedings (including any such proceedings which are pending or
threatened of which Just Eat Takeaway.com is aware), during a period covering
at least the previous twelve months which may have, or have had in the recent
past, significant effects on the Just Eat Takeaway.com's financial position or
results.
Gig Economy Matters
The classification of couriers as independent contractors has been, and
continues to be, the subject of challenge in certain markets.
Although Just Eat Takeaway.com continues to challenge claimants in such cases,
we recognise the difficulty in assessing the possible outcomes of these
ongoing investigations. If Just Eat Takeaway.com considers the chance of
economic outflow probable, a provision has been recognised. For the majority
of these matters, the chance of economic outflow is not considered probable at
this stage.
Civil Litigation
There were no significant developments during the six-month period ended 30
June 2023 in relation to the provisions and contingent liabilities disclosed
in our Annual Report 2022.
9 Events after the reporting period
There have been no events after the financial reporting date that require
disclosure.
Appendix 1
Key Performance Indicators and Key Financial Indicators
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 figures and percentages are unaudited and may not add up due to
rounding.
Refer to Appendix 2 for reconciliations to the closest IFRS-based equivalent
where applicable.
On a combined basis
Millions unless stated otherwise 30 June 2023 30 June 2022 31 December 2022 31 December 2021
Partners ('000) 679 680 692 634
Active Consumers 87 94 90 99
Returning Active Consumers as % of Active Consumers 67% 68% 68% 67%
Average Monthly Order Frequency (#) 2.8 2.9 2.8 2.9
On a combined basis
Orders (million) H1 2023 H1 2022 2022 2021
North America 145 171 327 374
Northern Europe 136 148 288 296
UK and Ireland 121 132 260 289
Southern Europe and ANZ 48 58 109 128
Total Orders 450 509 984 1,086
On a combined basis
Total GTV (€ million) H1 2023 H1 2022 2022 2021
North America 5,130 5,832 11,626 11,501
Northern Europe 3,799 3,722 7,430 7,190
UK and Ireland 3,164 3,260 6,553 6,647
Southern Europe and ANZ 1,130 1,373 2,610 2,840
Total GTV 13,224 14,187 28,220 28,178
On a combined basis
Average Transaction Value (€) H1 2023 H1 2022 2022 2021
North America 35.31 34.03 35.54 30.76
Northern Europe 27.87 25.16 25.80 24.30
UK and Ireland 26.25 24.68 25.18 23.01
Southern Europe and ANZ 23.39 23.69 23.91 22.24
Average Transaction Value 29.35 27.85 28.66 25.94
On a combined basis
€ millions H1 2023 H1 2022 2022 2021
Revenue
North America 1,106 1,271 2,552 2,470
Northern Europe 624 570 1,155 1,064
UK and Ireland 629 658 1,319 1,249
Southern Europe and ANZ 229 280 532 548
Total revenue 2,588 2,779 5,559 5,331
Adjusted revenue less Order fulfilment costs 1,188 1,111 2,360 1,898
Adjusted EBITDA
North America 51 (4) 65 (28)
Northern Europe 191 124 313 256
UK and Ireland 56 (18) 23 (107)
Southern Europe and ANZ (55) (110) (161) (262)
Head office (100) (127) (221) (208)
Total Adjusted EBITDA 143 (134) 19 (350)
IFRS-basis
€ millions H1 2023 H1 2022 2022 2021
Loss for the period (258) (3,477) (5,667) (1,044)
Cash and cash equivalents 1,799 882 2,020 1,320
Appendix 2
Alternative Performance Measure reconciliations from the most directly
comparable IFRS measures
There were no reconciling items for revenue and Adjusted EBITDA for the
six-month period ended 30 June 2023.
Combined revenue
Six-month period ended 30 June 2022
€ millions North America Northern Europe UK and Ireland Southern Europe and ANZ Head office Consolidated
Revenue (IFRS) 1,271 571 658 281 - 2,781
Discontinued businesses - (1) - (1) - (2)
Combined revenue 1,271 570 658 280 - 2,779
Twelve-month period ended 31 December 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
Twelve-month period ended 31 December 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 4 in the condensed consolidated interim financial statements for
a reconciliation of Adjusted EBITDA to loss before income tax (IFRS).
Six-month period ended 30 June 2022
€ millions North America Northern Europe UK and Ireland Southern Europe and ANZ Head office Consolidated
Adjusted EBITDA (4) 122 (18) (118) (127) (144)
Discontinued businesses - 1 - 8 - 9
Combined Adjusted EBITDA (4) 124 (18) (110) (127) (134)
Twelve-month period ended 31 December 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
Twelve-month period ended 31 December 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 adjusted revenue less Order fulfilment costs
€ millions H1 2023 H1 2022 2022 2021
Revenue less Order fulfilment costs 1,182 1,146 2,391 1,558
Discontinued businesses - 4 3 -
Combined businesses - - - 303
Other items(1) 6 (39) (34) 37
Combined adjusted revenue less Order fulfilment costs 1,188 1,111 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 costs and other items not directly related
to underlying operating performance ('Other items'). Other items include,
amongst others, restructuring costs, certain legal, tax, and regulatory
matters, and certain insurance income and costs
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. Free cash flow before working capital excludes
other changes in working capital, other non-current assets and provisions
3 On a combined basis: 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
4 Advertising revenue consists of Promoted Placement revenue which is
reported partly in ancillary revenue (fixed fees) and partly in Order-driven
revenue (per-Order fees)
5 Guidance includes expected FX headwind based on spot rates on 19 April
2023
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