Grubhub And Restaurant Strong Fund Program Gives $2 Million To Help Restaurants Reopen

Independent restaurants in more than a dozen cities across the country can apply for a $5,000 Restaurant Stronger grant

CHICAGO and BOSTON, May 25, 2021 /PRNewswire/ — Today, Grubhub, a leading food-ordering and delivery marketplace, and The Greg Hill Foundation’s Restaurant Strong Fund announced the latest phase in their commitment to supporting restaurants: the Restaurant Stronger program, a new initiative to provide $5,000 grants to eligible independent restaurants. As the industry faces new challenges post-pandemic, the Restaurant Stronger grants will help restaurants fully reopen their doors, including staff hiring and training, COVID-related requirements, and inventory purchasing.

“Over the last 14 months, the support that Grubhub has given to the restaurant community has been extraordinary,” said Greg Hill, Founder of The Greg Hill Foundation. “They have ensured that the Restaurant Strong Fund was able to provide millions of dollars in grants to restaurants and their employees to help them survive. This next step will help the industry with what is hopefully a final step toward getting back to their normal.”

The Restaurant Stronger Grant program will be supported with a $2 million donation recommended from the Grubhub Community Relief Fund (GCRF), a donor-advised fund created by Grubhub to support charitable organizations helping restaurants, drivers and those in need impacted by COVID-19. This second phase of the program follows the Winterization Grants launched late last year from a $2 million donation that funded grants to nearly 200 independent restaurants. Upon being awarded one of the Winterization Grants, the team at S&G Restaurant in Chicago said, “This allowed us to keep the current employees we brought back on this summer and to give them an opportunity to earn a little during the holidays. I cannot tell you how opportune this grant was.”

“As we start to see the country open up after more than a year of uncertainty, we’re focused on supporting our restaurant partners as they are welcomed back into their communities in full,” said Kevin Kearns, senior vice president of restaurants at Grubhub. “However, we know that reopening comes with its own expenses, so it’s important for us to come together with the Restaurant Strong Fund again to help lift up the industry in this next, and hopefully final, phase of returning to our new normal post-pandemic.”

Starting May 25 through June 5, the Restaurant Strong Fund will accept grant applications from all restaurants with five or fewer locations in Atlanta, the San Francisco Bay Area (San Francisco, Oakland, Berkeley), Boston, Chicago, Las Vegas, the Los Angeles area (Los Angeles, Anaheim, Long Beach), New York City, Philadelphia, Portland, Sacramento, San Diego, Seattle, and Washington, D.C. The application period will close on June 5 and grants will be fully distributed to restaurants by June 11. Interested restaurants can learn more about the Restaurant Stronger Grant program and the full application process at https://www.restaurantstrong.org/restaurantstronger.

About The Greg Hill Foundation’s Restaurant Strong Fund
The Greg Hill Foundation responds to the immediate needs of families that have been touched by tragedy. Since its inception in 2010, the foundation has provided over $11,000,000 in grants to families and individuals in need. With more than 1 million restaurants in the U.S. employing over 15 million people nationwide, the foundation created the Restaurant Strong Fund to be able to assist restaurant owners and employees who have been impacted by Covid-19.

About Grubhub
Grubhub (NYSE: GRUB) is a leading online and mobile food-ordering and delivery marketplace with the largest and most comprehensive network of restaurant partners, as well as 33 million active diners. Dedicated to connecting diners with the food they love from their favorite local restaurants, Grubhub elevates food ordering through innovative restaurant technology, easy-to-use platforms and an improved delivery experience. Grubhub features over 300,000 restaurants and is proud to partner with over 280,000 of these restaurants in over 4,000 U.S. cities. The Grubhub portfolio of brands includes Grubhub, Seamless, LevelUp, AllMenus and MenuPages.

 

Grubhub Unveils Grubhub Direct, a Commission-Free Platform to Help Restaurants Reach Loyal Diners and Build their Brands Online

Independent restaurants can now use Grubhub technology for their own standalone personalized and branded ordering websites to take commission-free orders, market to their diners and control their customer data

CHICAGO, May 12, 2021 /PRNewswire/ — Grubhub today announced Grubhub Direct, a platform to help independent restaurants better compete online through commission-free online ordering and access to their customer data. With nearly 10 years building branded ordering and loyalty experiences for large restaurant chains, Grubhub is leveraging its expertise to help independent restaurants develop their own customized ordering websites, empowering them to market directly to their diners, receive their diner data and manage their branded website—all without any marketing fees.

 

“We’re constantly listening and learning from our independent restaurant partners, and we’ve heard them. Restaurants want more options to build their brands online and maintain a loyal base of diners through their own channels,” said Matt Maloney, founder and CEO of Grubhub. “That’s why we’re opening our pipes and allowing restaurants to leverage our technology to grow their own brands and communities online. With Grubhub Direct, we’re further supporting restaurants as they rebound from COVID shutdowns into a much larger digital world, by giving them the tools to control their relationships with their diners.”

Grubhub Direct makes it easy for restaurants to develop a unique, highly customizable ordering website and start taking orders by leveraging Grubhub’s best-in-class technology. Restaurants receive access to a powerful suite of solutions at no extra cost, including:

  • Website design: Choose the fonts, colors and images that fit the restaurant’s brand for a consistent look and feel.
  • Customer relationship management (CRM): Access diner data including names, email addresses and order history (menu items, lifetime spend, order sizes and fulfillment methods).
  • Order management: Receive, confirm and cancel orders through the Grubhub platform.
  • Management portal: Manage menu, hours, financials and other restaurant settings; access reporting and performance insights; and identify future growth opportunities.
  • Loyalty and promotions: Attract new diners and create loyal ones with Grubhub’s loyalty tools; targeted and ROI-driven promotions; and analytics.
  • Care support: Benefit from Grubhub’s support team for help via phone, chat or email.

Grubhub Direct reflects our commitment to better support restaurants and help them build their business online, drawing from our deep experience building and powering ordering and loyalty platforms for leading brands such as Smoothie King. Now, independent restaurants can leverage the tools to connect directly with their diners, in addition to Grubhub’s existing Marketplace capabilities, to expand their marketing reach.

“Restaurant owners today are focused on what it takes to run their business and recover from the pandemic,” said Amy Le, owner and chef of Saucy Porka. “They often do not have the time that it traditionally takes to develop and manage their own ordering website, which is why tools like Grubhub Direct will give us a way to build our online brand presence and thoughtfully grow the relationship with our diners.”

“Our guests are always looking for the best loyalty and rewards, and through our branded ordering app, we have access to the tools and insights that enable us to create personalized promotional campaigns to help our guests on their health and fitness journey,” said Rebecca Miller, chief marketing officer at Smoothie King. “In today’s digital age, it’s crucial to have a comprehensive understanding of our guests and their ordering habits for acquisition and engagement efforts, and Grubhub’s technology solves for that—empowering our brand to grow and stand out in a crowded landscape.”

Grubhub will not charge any marketing or commissions to restaurants on Grubhub Direct orders. Restaurants will pay standard credit card processing fees and optionally, a highly competitive delivery fee, only if the restaurant chooses to have Grubhub drivers deliver for them. Tens of thousands of Grubhub restaurant partners deliver their own orders and would pay no delivery charge on Grubhub Direct. Additionally, we’re waiving setup and monthly hosting fees for Grubhub Direct through April 2022. Access to diner data, loyalty programs and promotions through Grubhub Direct is always free.

For more information and to sign up for Grubhub Direct, please visit get.grubhub.com/grubhub-direct.

About Grubhub
Grubhub (NYSE: GRUB) is a leading online and mobile food-ordering and delivery marketplace with the largest and most comprehensive network of restaurant partners, as well as 33 million active diners. Dedicated to connecting diners with the food they love from their favorite local restaurants, Grubhub elevates food ordering through innovative restaurant technology, easy-to-use platforms and an improved delivery experience. Grubhub features over 300,000 restaurants and is proud to partner with over 280,000 of these restaurants in over 4,000 U.S. cities. The Grubhub portfolio of brands includes Grubhub, Seamless, LevelUp, AllMenus and MenuPages.

Grubhub Announces Filing of Definitive Proxy Statement and Special Meeting of Stockholders to be Held on June 10, 2021

CHICAGO, May 12, 2021 /PRNewswire/ — Grubhub Inc. (NYSE: GRUB) (“Grubhub”), a leading online and mobile food-ordering and delivery marketplace, today announced the filing of a definitive proxy statement (the “proxy statement”) with the U.S. Securities and Exchange Commission. The proxy statement is in connection with the proposed acquisition by Just Eat Takeaway.com N.V. (“Just Eat Takeaway.com”) of 100% of the shares of Grubhub in an all-stock transaction (the “Transaction”) to create one of the world’s largest food delivery companies, measured by Gross Merchandise Value and revenue. Grubhub will commence mailing the proxy statement to its stockholders on or about May 12, 2021.

Grubhub will hold a special meeting of its stockholders (the “Grubhub Special Meeting”) to vote on a proposal to adopt the Agreement and Plan of Merger with Just Eat Takeaway.com and approve related matters as described in the proxy statement. The Grubhub Special meeting is scheduled to take place on June 10, 2021, at 8 a.m. Central Time and will be held exclusively in a virtual format. Grubhub stockholders will be entitled to attend and participate in the Grubhub Special Meeting if they were Grubhub stockholders of record as of the close of business on April 27, 2021, or hold a valid proxy of such a Grubhub stockholder for the Grubhub Special Meeting.

The Grubhub Board of Directors believes the Transaction is in the best interests of Grubhub and its stockholders, and recommends that Grubhub stockholders vote “FOR” the adoption of the Agreement and Plan of Merger between Grubhub and Just Eat Takeaway.com, as well as all other proposals included in Grubhub’s proxy statement.

Highlights of the Transaction, which was previously announced on June 10, 2020, include:

  • It creates one of the world’s largest food delivery companies, measured by Gross Merchandise Value and revenue, connecting restaurant partners with their consumers in 24 countries.
  • The Transaction forms a company built around four of the world’s most attractive markets in food delivery: the U.S., the U.K., the Netherlands and Germany. These markets have substantial further opportunities for growth, significant penetration upside and longer-term improvements in profitability.
  • Grubhub will be much stronger as part of Just Eat Takeaway.com. The increased scale and resources of the combined group will provide greater flexibility to make strategic, long-term investment decisions.
  • In the U.S., where the market is competitive and fragmented across local regions and cities, Grubhub has unique advantages: a substantial marketplace business; a robust corporate and campus business; a large geographic footprint; extensive customer and restaurant relationships; and a successful hybrid operating model with many restaurants that complete their own deliveries.
  • The enhanced scale and leading positions of the combined group provide an opportunity to leverage best practices from Just Eat Takeaway.com and Grubhub and create the broadest possible offering to both restaurant partners and consumers.
  • The combined group will have a founder-led management team with a proven track record of building leading positions in markets of scale. The new management team has 55+ years of combined experience in the sector.

The Transaction is subject to the approval of Grubhub’s stockholders at the Grubhub Special Meeting, as well as other customary closing conditions. Subject to satisfaction of the conditions, completion of the Transaction is expected to occur by the end of the second quarter of 2021.

To be admitted to the stockholders’ portion of the Grubhub Special Meeting at www.virtualshareholdermeeting.com/GRUB2021SM, Grubhub stockholders must enter the 16-digit control number found on their proxy card or voting instruction form. The Grubhub Special Meeting will be held virtually.

Grubhub stockholders who need assistance in completing the proxy card, need additional copies of the proxy materials, or have questions regarding the Grubhub Special Meeting may contact Grubhub’s proxy solicitor:

Innisfree M&A Incorporated
Stockholders May Call Toll-Free: (877) 717-3936
Banks & Brokers May Call Collect: (212) 750-5833

About Grubhub
Grubhub (NYSE: GRUB) is a leading online and mobile food-ordering and delivery marketplace with the largest and most comprehensive network of restaurant partners, as well as 33 million active diners. Dedicated to connecting diners with the food they love from their favorite local restaurants, Grubhub elevates food ordering through innovative restaurant technology, easy-to-use platforms and an improved delivery experience. Grubhub features over 300,000 restaurants and is proud to partner with over 280,000 of these restaurants in over 4,000 U.S. cities. The Grubhub portfolio of brands includes Grubhub, Seamless, LevelUp, AllMenus and MenuPages.

Forward-Looking Statements
This communication contains “forward-looking statements” regarding Grubhub, Just Eat Takeaway.com or their respective management’s future expectations, beliefs, intentions, goals, strategies, plans and prospects, which, in the case of Grubhub, are made in reliance on the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements involve substantial risks, known and unknown, uncertainties, assumptions and other factors that may cause actual results, performance or achievements to differ materially from future results expressed or implied by such forward-looking statements including, but not limited to, the occurrence of any event, change or other circumstances that could give rise to the right of one or both of Grubhub or Just Eat Takeaway.com to terminate the merger agreement; the ability to obtain approval by Grubhub stockholders on the expected schedule or at all; difficulties and delays in integrating Grubhub’s and Just Eat Takeaway.com’s businesses; risks that the proposed merger disrupts Grubhub’s or Just Eat Takeaway.com’s current plans and operations; failing to fully realize anticipated synergies, cost savings and other anticipated benefits of the proposed merger when expected or at all; potential adverse reactions or changes to business relationships resulting from the announcement or completion of the proposed merger; the risk that unexpected costs will be incurred; the ability of Grubhub or Just Eat Takeaway.com to retain and hire key personnel; the diversion of management’s attention from ongoing business operations; uncertainty as to the value of the Just Eat Takeaway.com ordinary shares to be issued in connection with the proposed merger; uncertainty as to the long-term value of the common stock of the combined company following the proposed merger; the continued availability of capital and financing following the proposed merger; the outcome of any legal proceedings that may be instituted against Grubhub, Just Eat Takeaway.com or their respective directors and officers; changes in global, political, economic, business, competitive, market and regulatory forces; changes in tax laws, regulations, rates and policies; future business acquisitions or disposals; competitive developments; and the timing and occurrence (or non-occurrence) of other events or circumstances that may be beyond Grubhub’s and Just Eat Takeaway.com’s control. These and other risks, uncertainties, assumptions and other factors may be amplified or made more uncertain by the COVID-19 pandemic, which has caused significant economic uncertainty. The extent to which the COVID-19 pandemic impacts Grubhub’s and Just Eat Takeaway.com’s businesses, operations and financial results, including the duration and magnitude of such effects, will depend on numerous factors, which are unpredictable, including, but not limited to, the duration and spread of the outbreak, its severity, the actions taken to contain the virus or treat its impact, and how quickly and to what extent normal economic and operating conditions can resume. Forward-looking statements generally relate to future events or Grubhub and Just Eat Takeaway.com’s future financial or operating performance and include, without limitation, statements relating to the proposed merger and the potential impact of the COVID-19 outbreak on Grubhub and Just Eat Takeaway.com’s business and operations. In some cases, you can identify forward-looking statements because they contain words such as “anticipates,” “believes,” “contemplates,” “could,” “seeks,” “estimates,” “intends,” “may,” “plans,” “potential,” “predicts,” “projects,” “should,” “will,” “would” or similar expressions and the negatives of those terms.

While forward-looking statements are Grubhub’s and Just Eat Takeaway.com’s current predictions at the time they are made, you should not rely upon them. Forward-looking statements represent Grubhub’s and Just Eat Takeaway.com’s management’s beliefs and assumptions only as of the date of this communication, unless otherwise indicated, and there is no implication that the information contained in this communication is made subsequent to such date. For additional information concerning factors that could cause actual results and outcomes to differ materially from those expressed or implied in the forward-looking statements, please refer to the cautionary statements and risk factors included in Grubhub’s filings with the Securities and Exchange Commission (the “SEC”), including Grubhub’s Annual Report on Form 10-K filed with the SEC on March 1, 2021, Grubhub’s Quarterly Reports on Form 10-Q and any further disclosures Grubhub makes in Current Reports on Form 8-K. Grubhub’s SEC filings are available electronically on Grubhub’s investor website at investors.grubhub.com or the SEC’s website at www.sec.gov. For additional information concerning factors that could cause future results to differ from those expressed or implied in the forward-looking statements, please refer to Just Eat Takeaway.com’s non-exhaustive list of key risks and cautionary statements included in Just Eat Takeaway.com’s Annual Report, which is available electronically on Just Eat Takeaway.com’s investor website at www.justeattakeaway.com. Except as required by law, Grubhub and Just Eat Takeaway.com assume no obligation to update these forward-looking statements or this communication, or to update, supplement or correct the information set forth in this communication or the reasons actual results could differ materially from those anticipated in the forward-looking statements, even if new information becomes available in the future. All subsequent written and oral forward-looking statements attributable to Grubhub, Just Eat Takeaway.com or any person acting on behalf of either party are expressly qualified in their entirety by the cautionary statements referenced above.

Additional Information and Where to Find It
In connection with the proposed merger, Just Eat Takeaway.com has filed with the SEC a registration statement on Form F-4 to register the shares to be issued in connection with the proposed merger. The registration statement was declared effective by the SEC on May 12, 2021, and includes a proxy statement of Grubhub/prospectus of Just Eat Takeaway.com. The definitive proxy statement/prospectus was first mailed to the stockholders of Grubhub on or about May 12, 2021, seeking their approval of the respective merger-related proposals. Also in connection with the proposed merger, on or about May 12, 2021, Just Eat Takeaway.com filed with the Netherlands Authority for the Financial Markets (“AFM”) and the UK Financial Conduct Authority (“FCA”) a prospectus for the listing and admission to trading on Euronext Amsterdam and the admission to listing on the FCA’s Official List and to trading on the London Stock Exchange’s Main Market for listed securities of the shares to be issued in connection with the proposed merger (the “Prospectus”).

INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT ON FORM F-4 AND THE RELATED PROXY STATEMENT/PROSPECTUS INCLUDED WITHIN THE REGISTRATION STATEMENT ON FORM F-4, THE PROSPECTUS, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC, THE AFM AND/OR THE FCA IN CONNECTION WITH THE PROPOSED MERGER, WHEN THEY BECOME AVAILABLE, BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT GRUBHUB, JUST EAT TAKEAWAY.COM AND THE PROPOSED MERGER.

Investors and security holders may obtain copies of these documents and any other documents filed with or furnished to the SEC by Grubhub or Just Eat Takeaway.com free of charge through the website maintained by the SEC at www.sec.gov, from Grubhub at its website, investors.grubhub.com, or from Just Eat Takeaway.com at its website www.justeattakeaway.com. The Prospectus, as well as any supplement thereto, will be made available on the website of Just Eat Takeaway.com at its website www.justeattakeaway.com.

Participants in the Solicitation
Grubhub, Just Eat Takeaway.com and their respective directors and certain of their respective executive officers and employees may be deemed to be participants in the solicitation of proxies in respect of the proposed merger under the rules of the SEC. Information about Grubhub’s directors and executive officers is available in Grubhub’s definitive proxy statement dated April 28, 2021 for its 2021 Annual Meeting of Stockholders. To the extent holdings of Grubhub securities by directors or executive officers of Grubhub have changed since the amounts contained in the definitive proxy statement for Grubhub’s 2021 Annual Meeting of Stockholders, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC. These documents are available free of charge from the sources indicated above, and from Grubhub by going to its investor relations page on its corporate website at investors.grubhub.com. Information about Just Eat Takeaway.com’s directors and executive officers and a description of their interests are set forth in Just Eat Takeaway.com’s 2020 Annual Report, which may be obtained free of charge from Just Eat Takeaway.com’s website, www.justeattakeaway.com. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement/prospectus and other relevant materials to be filed with the SEC regarding the proposed merger when they become available. Investors should read the proxy statement/prospectus carefully when it becomes available before making any voting or investment decisions. You may obtain free copies of these documents from Grubhub or Just Eat Takeaway.com using the sources indicated above.

No Offer or Solicitation
This communication 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. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended and applicable United Kingdom, Dutch and other European regulations.

Grubhub Reports First Quarter 2021 Results

Grubhub generates 52% revenue growth in the first quarter

CHICAGO, April 28, 2021 /PRNewswire/ — Grubhub Inc. (NYSE: GRUB), a leading online and mobile food-ordering and delivery marketplace, today announced financial results for the first quarter ended March 31, 2021 and also posted a letter to shareholders on its investor relations website. For the first quarter, the Company reported revenues of $551 million, which is a 52% year-over-year increase from $363 million in the same period last year. Gross Food Sales grew 60% year-over-year to $2.6 billion, up from $1.6 billion in the first quarter of 2020.

“We are proud of our continued role in helping restaurants grow their businesses and supporting the communities where they operate. Our team continued its strong execution in the first quarter – easily hitting records for all of our key business metrics,” said Matt Maloney, Grubhub founder and CEO. “With yesterday’s public filing of the registration statement and preliminary proxy statement with the SEC and the Grubhub special stockholder meeting expected to take place in June, we are looking forward to closing the transaction in the coming months and beginning our next chapter as part of the Just Eat Takeaway.com family.”

First Quarter 2021 Highlights
The following results reflect the financial performance and key operating metrics of our business for the three months ended March 31, 2021, as compared to the same period in 2020.

First Quarter Financial Highlights

  • Revenues: $550.6 million, a 52% year-over-year increase from $363.0 million in the first quarter of 2020.
  • Net (Loss): $(75.5) million, or $(0.81) per diluted share, a decrease from $(33.4) million, or $(0.36) per diluted share, in the first quarter of 2020.
  • Non-GAAP Adjusted EBITDA: $(9.3) million, a decrease from $21.0 million in the first quarter of 2020.
  • Non-GAAP Net (Loss): $(52.5) million, or $(0.56) per diluted share, a decrease from $(37) thousand, or $(0.00) per diluted share, in the first quarter of 2020.

First Quarter Key Business Metrics Highlights1

  • Active Diners: 33.0 million, a 38% year-over-year increase from 23.9 million Active Diners in the first quarter of 2020.
  • Daily Average Grubs (DAGs): 745,700, a 44% year-over-year increase from 516,300 DAGs in the first quarter of 2020.
  • Gross Food Sales: $2.6 billion, a 60% year-over-year increase from $1.6 billion in the first quarter of 2020.

 

1 Key Business Metrics are defined on page 29 of our Annual Report on Form 10-K filed on March 1, 2021. 

“We saw strength across all of our markets during the first quarter, with the highest growth coming in places with a heavy existing competitive presence. We also observed a continued, steady recovery in our largest market, New York City,” said Adam DeWitt, Grubhub president and CFO. “Order growth accelerated in the high-single digits compared to the fourth quarter of 2020, even when normalizing for the initial COVID-related deceleration in the second half of March 2020. We believe our robust hybrid marketplace model is well positioned as we transition to a post-COVID environment.”

Guidance
Given Grubhub’s pending acquisition by Just Eat Takeaway.com, it is no longer issuing forward-looking guidance.

About Grubhub
Grubhub (NYSE: GRUB) is a leading online and mobile food-ordering and delivery marketplace with the largest and most comprehensive network of restaurant partners, as well as 33 million active diners. Dedicated to connecting diners with the food they love from their favorite local restaurants, Grubhub elevates food ordering through innovative restaurant technology, easy-to-use platforms and an improved delivery experience. Grubhub features over 300,000 restaurants and is proud to partner with over 280,000 of these restaurants in over 4,000 U.S. cities. The Grubhub portfolio of brands includes Grubhub, Seamless, LevelUp, AllMenus and MenuPages.

Forward-Looking Statements
This communication contains “forward-looking statements” regarding Grubhub, Just Eat Takeaway.com or their respective management’s future expectations, beliefs, intentions, goals, strategies, plans and prospects, which, in the case of Grubhub, are made in reliance on the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements involve substantial risks, known and unknown, uncertainties, assumptions and other factors that may cause actual results, performance or achievements to differ materially from future results expressed or implied by such forward-looking statements including, but not limited to, the occurrence of any event, change or other circumstances that could give rise to the right of one or both of Grubhub or Just Eat Takeaway.com to terminate the merger agreement; the ability to obtain approval by Grubhub stockholders on the expected schedule or at all; difficulties and delays in integrating Grubhub’s and Just Eat Takeaway.com’s businesses; risks that the proposed merger disrupts Grubhub’s or Just Eat Takeaway.com’s current plans and operations; failing to fully realize anticipated synergies, cost savings and other anticipated benefits of the proposed merger when expected or at all; potential adverse reactions or changes to business relationships resulting from the announcement or completion of the proposed merger; the risk that unexpected costs will be incurred; the ability of Grubhub or Just Eat Takeaway.com to retain and hire key personnel; the diversion of management’s attention from ongoing business operations; uncertainty as to the value of the Just Eat Takeaway.com ordinary shares to be issued in connection with the proposed merger; uncertainty as to the long-term value of the common stock of the combined company following the proposed merger; the continued availability of capital and financing following the proposed merger; the outcome of any legal proceedings that may be instituted against Grubhub, Just Eat Takeaway.com or their respective directors and officers; changes in global, political, economic, business, competitive, market and regulatory forces; changes in tax laws, regulations, rates and policies; future business acquisitions or disposals; competitive developments; and the timing and occurrence (or non-occurrence) of other events or circumstances that may be beyond Grubhub’s and Just Eat Takeaway.com’s control. These and other risks, uncertainties, assumptions and other factors may be amplified or made more uncertain by the COVID-19 pandemic, which has caused significant economic uncertainty.

The extent to which the COVID-19 pandemic impacts Grubhub’s and Just Eat Takeaway.com’s businesses, operations and financial results, including the duration and magnitude of such effects, will depend on numerous factors, which are unpredictable, including, but not limited to, the duration and spread of the outbreak, its severity, the actions taken to contain the virus or treat its impact, and how quickly and to what extent normal economic and operating conditions can resume. Forward-looking statements generally relate to future events or Grubhub and Just Eat Takeaway.com’s future financial or operating performance and include, without limitation, statements relating to the proposed merger and the potential impact of the COVID-19 outbreak on Grubhub and Just Eat Takeaway.com’s business and operations. In some cases, you can identify forward-looking statements because they contain words such as “anticipates,” “believes,” “contemplates,” “could,” “seeks,” “estimates,” “intends,” “may,” “plans,” “potential,” “predicts,” “projects,” “should,” “will,” “would” or similar expressions and the negatives of those terms.

While forward-looking statements are Grubhub’s and Just Eat Takeaway.com’s current predictions at the time they are made, you should not rely upon them. Forward-looking statements represent Grubhub’s and Just Eat Takeaway.com’s management’s beliefs and assumptions only as of the date of this communication, unless otherwise indicated, and there is no implication that the information contained in this communication is made subsequent to such date. For additional information concerning factors that could cause actual results and outcomes to differ materially from those expressed or implied in the forward-looking statements, please refer to the cautionary statements and risk factors included in Grubhub’s filings with the Securities and Exchange Commission (the “SEC”), including Grubhub’s Annual Report on Form 10-K filed with the SEC on March 1, 2021, Grubhub’s Quarterly Reports on Form 10-Q and any further disclosures Grubhub makes in Current Reports on Form 8-K. Grubhub’s SEC filings are available electronically on Grubhub’s investor website at investors.grubhub.com or the SEC’s website at www.sec.gov. For additional information concerning factors that could cause future results to differ from those expressed or implied in the forward-looking statements, please refer to Just Eat Takeaway.com’s non-exhaustive list of key risks and cautionary statements included in Just Eat Takeaway.com’s Annual Report, which is available electronically on Just Eat Takeaway.com’s investor website at www.justeattakeaway.com. Except as required by law, Grubhub and Just Eat Takeaway.com assume no obligation to update these forward-looking statements or this communication, or to update, supplement or correct the information set forth in this communication or the reasons actual results could differ materially from those anticipated in the forward-looking statements, even if new information becomes available in the future. All subsequent written and oral forward-looking statements attributable to Grubhub, Just Eat Takeaway.com or any person acting on behalf of either party are expressly qualified in their entirety by the cautionary statements referenced above.

Additional Information and Where to Find It
In connection with the proposed merger, Just Eat Takeaway.com has filed with the SEC a registration statement on Form F-4 to register the shares to be issued in connection with the proposed merger. The registration statement has not yet become effective and includes a preliminary proxy statement of Grubhub/prospectus of Just Eat Takeaway.com which, when finalized, will be sent to the stockholders of Grubhub seeking their approval of the respective merger-related proposals. Also in connection with the proposed merger, Just Eat Takeaway.com will file with the Netherlands Authority for the Financial Markets (“AFM”) and/or the UK Financial Conduct Authority (“FCA”) a prospectus for the listing and admission to trading on Euronext Amsterdam and/or the admission to listing on the FCA’s Official List and to trading on the London Stock Exchange’s Main Market for listed securities of the shares to be issued in connection with the proposed merger (the “Prospectus”).

INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT ON FORM F-4 AND THE RELATED PROXY STATEMENT/PROSPECTUS INCLUDED WITHIN THE REGISTRATION STATEMENT ON FORM F-4, THE PROSPECTUS, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC, THE AFM AND/OR THE FCA IN CONNECTION WITH THE PROPOSED MERGER, WHEN THEY BECOME AVAILABLE, BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT GRUBHUB, JUST EAT TAKEAWAY.COM AND THE PROPOSED MERGER.

Investors and security holders may obtain copies of these documents and any other documents filed with or furnished to the SEC by Grubhub or Just Eat Takeaway.com free of charge through the website maintained by the SEC at www.sec.gov, from Grubhub at its website, investors.grubhub.com, or from Just Eat Takeaway.com at its website www.justeattakeaway.com. The Prospectus, as well as any supplement thereto, will be made available on the website of Just Eat Takeaway.com at its website www.justeattakeaway.com.

Participants in the Solicitation
Grubhub, Just Eat Takeaway.com and their respective directors and certain of their respective executive officers and employees may be deemed to be participants in the solicitation of proxies in respect of the proposed merger under the rules of the SEC. Information about Grubhub’s directors and executive officers is available in Grubhub’s definitive proxy statement dated April 28, 2021 for its 2021 Annual Meeting of Stockholders. To the extent holdings of Grubhub securities by directors or executive officers of Grubhub have changed since the amounts contained in the definitive proxy statement for Grubhub’s 2021 Annual Meeting of Stockholders, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC. These documents are available free of charge from the sources indicated above, and from Grubhub by going to its investor relations page on its corporate website at investors.grubhub.com. Information about Just Eat Takeaway.com’s directors and executive officers and a description of their interests are set forth in Just Eat Takeaway.com’s 2020 Annual Report, which may be obtained free of charge from Just Eat Takeaway.com’s website, www.justeattakeaway.com. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement/prospectus and other relevant materials to be filed with the SEC regarding the proposed merger when they become available. Investors should read the proxy statement/prospectus carefully when it becomes available before making any voting or investment decisions. You may obtain free copies of these documents from Grubhub or Just Eat Takeaway.com using the sources indicated above.

No Offer or Solicitation
This communication 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. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended and applicable United Kingdom, Dutch and other European regulations.

Use of Non-GAAP Financial Measures
Adjusted EBITDA, non-GAAP net income (loss) and non-GAAP net income (loss) per diluted share attributable to common stockholders are financial measures that are not calculated in accordance with accounting principles generally accepted in the United States, or GAAP.

We define Adjusted EBITDA as net income (loss) adjusted to exclude merger, acquisition, restructuring and certain legal costs, income taxes, net interest expense, depreciation and amortization and stock-based compensation expense. Non-GAAP net income (loss) and non-GAAP net income (loss) per diluted share attributable to common stockholders exclude merger, acquisition, restructuring and certain legal costs, amortization of acquired intangible assets, stock-based compensation expense and other nonrecurring items as well as the income tax effects of these non-GAAP adjustments. We use these non-GAAP financial measures as key performance measures because we believe 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, restructuring and certain legal costs, the impact of depreciation and amortization expense on our fixed assets and the impact of stock-based compensation expense. Adjusted EBITDA, non-GAAP net income (loss) and non-GAAP net income (loss) per diluted share attributable to common stockholders are not measurements of our financial performance under GAAP and should not be considered as an alternative to performance measures derived in accordance with GAAP.

See “Non-GAAP Financial Measures Reconciliation” below for a reconciliation of net income (loss) to Adjusted EBITDA, non-GAAP net income (loss) and non-GAAP net income (loss) per diluted share attributable to common stockholders.

 

GRUBHUB INC.

STATEMENTS OF OPERATIONS

(in thousands, except per share data)

Three Months Ended March 31,

2021

2020

Revenues

$

550,592

$

362,980

Costs and expenses:

Operations and support

393,486

214,561

Sales and marketing

127,234

90,742

Technology (exclusive of amortization)

31,951

31,273

General and administrative

29,124

38,949

Depreciation and amortization

37,717

33,363

Total costs and expenses

619,512

408,888

Loss from operations

(68,920)

(45,908)

Interest expense, net

7,158

6,380

Loss before provision for income taxes

(76,078)

(52,288)

Income tax benefit

(617)

(18,861)

Net loss attributable to common stockholders

$

(75,461)

$

(33,427)

Net loss per share attributable to common stockholders

Basic

$

(0.81)

$

(0.36)

Diluted

$

(0.81)

$

(0.36)

Weighted-average shares used to compute net loss per share attributable to common stockholders:

Basic

93,215

91,793

Diluted

93,215

91,793

KEY BUSINESS METRICS

Three Months Ended March 31,

2021

2020

Active Diners (000s)

32,960

23,892

Daily Average Grubs

745,700

516,300

Gross Food Sales (millions)

$

2,604

$

1,630

 

GRUBHUB INC.

CONSOLIDATED BALANCE SHEETS

(in thousands, except share data)

March 31, 2021

December 31,   2020

ASSETS

CURRENT ASSETS:

Cash and cash equivalents

$

348,837

$

360,232

Short-term investments

55,824

53,126

Accounts receivable, less allowances for doubtful accounts

104,727

111,802

Income tax receivable

22,229

22,472

Prepaid expenses and other current assets

20,408

24,765

Total current assets

552,025

572,397

PROPERTY AND EQUIPMENT:

Property and equipment, net of depreciation and amortization

217,677

216,146

OTHER ASSETS:

Other assets

54,373

49,201

Deferred tax assets, non-current

142

142

Operating lease right-of-use asset

85,150

88,227

Goodwill

1,007,968

1,007,968

Acquired intangible assets, net of amortization

445,136

454,838

Total other assets

1,592,769

1,600,376

TOTAL ASSETS

$

2,362,471

$

2,388,919

LIABILITIES AND STOCKHOLDERS’ EQUITY

CURRENT LIABILITIES:

Restaurant food liability

$

136,280

$

141,802

Accounts payable

16,877

19,859

Accrued payroll

40,871

27,346

Current operating lease liability

17,598

17,897

Other accruals

180,412

149,278

Total current liabilities

392,038

356,182

LONG-TERM LIABILITIES:

Deferred taxes, non-current

16,823

17,777

Noncurrent operating lease liability

100,251

103,416

Long-term debt

494,330

494,103

Other accruals

6

644

Total long-term liabilities

611,410

615,940

STOCKHOLDERS’ EQUITY:

Common stock, $0.0001 par value

9

9

Accumulated other comprehensive loss

(1,167)

(1,275)

Additional paid-in capital

1,260,714

1,243,135

Retained earnings

99,467

174,928

Total Stockholders’ Equity

$

1,359,023

$

1,416,797

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

$

2,362,471

$

2,388,919

 

GRUBHUB INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

Three Months Ended March 31,

2021

2020

CASH FLOWS FROM OPERATING ACTIVITIES

Net loss

$

(75,461)

$

(33,427)

Adjustments to reconcile net loss to net cash from operating activities:

Depreciation

12,294

8,658

Amortization of intangible assets and developed software

25,423

24,705

Stock-based compensation

20,954

20,185

Deferred taxes

(954)

(2,725)

Other

(448)

3,479

Changes in assets and liabilities

Accounts receivable

6,861

(18,333)

Income taxes receivable

243

(16,311)

Prepaid expenses and other assets

(83)

(4,602)

Restaurant food liability

(5,522)

20,857

Accounts payable

(3,460)

4,678

Accrued payroll

13,525

4,277

Other accruals

30,583

26,085

Net cash provided by operating activities

23,955

37,526

CASH FLOWS FROM INVESTING ACTIVITIES

Purchases of investments

(31,150)

(19,790)

Proceeds from maturity of investments

28,465

32,900

Capitalized website and development costs

(13,848)

(14,243)

Purchases of property and equipment

(9,833)

(19,678)

Acquisition of other intangible assets

(510)

Other cash flows from investing activities

(200)

(250)

Net cash used in investing activities

(26,566)

(21,571)

CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from borrowings under the credit facility

175,000

Taxes paid related to net settlement of stock-based compensation awards

(9,028)

(8,051)

Proceeds from exercise of stock options

1,088

1,414

Other cash flows from financing activities

(900)

Net cash provided by (used in) financing activities

(8,840)

168,363

Net change in cash, cash equivalents, and restricted cash

(11,451)

184,318

Effect of exchange rates on cash, cash equivalents and restricted cash

66

(600)

Cash, cash equivalents, and restricted cash at beginning of year

362,897

379,594

Cash, cash equivalents, and restricted cash at end of the period

$

351,512

$

563,312

 

GRUBHUB INC.

NON-GAAP FINANCIAL MEASURES RECONCILIATION

(in thousands, except per share and per order data)

Three Months Ended March 31,

2021

2020

Net loss

$

(75,461)

$

(33,427)

Income taxes

(617)

(18,861)

Interest expense, net

7,158

6,380

Depreciation and amortization

37,717

33,363

EBITDA

(31,203)

(12,545)

Merger, acquisition, restructuring and certain legal costs

967

13,376

Stock-based compensation

20,954

20,185

Adjusted EBITDA

$

(9,282)

$

21,016

Net loss per order

$

(1.12)

$

(0.71)

Adjusted EBITDA per order

$

(0.14)

$

0.45

Three Months Ended March 31,

2021

2020

Net loss

$

(75,461)

$

(33,427)

Stock-based compensation

20,954

20,185

Amortization of acquired intangible assets

9,702

12,685

Merger, acquisition, restructuring and certain legal costs

967

13,376

Income tax adjustments

(8,696)

(12,856)

Non-GAAP loss

$

(52,534)

$

(37)

Weighted-average diluted shares used to compute Non-GAAP loss per share attributable to common stockholders

93,215

91,793

Non-GAAP loss per diluted share attributable to common stockholders

$

(0.56)

$

(0.00)

Grubhub Statement on Derek Chauvin Verdict

No court decision can bring George Floyd back to his friends and family. But with this verdict we find a sense of accountability and take a small step toward the systemic change needed. Much more work must be done, and we remain committed to standing up and supporting actions that bring enduring change.

Grubhub Expands Commitment to Women Culinary Leaders Through Partnerships with World Central Kitchen and Women Business Collaborative in Fourth Year of RestaurantHER

CHICAGO, March 1, 2021 /PRNewswire/ — In recognition of Women’s History Month, Grubhub is strengthening and expanding its commitment to grow the number of women-led restaurants, especially those impacted by COVID. It was four years ago with the creation of RestaurantHER that Grubhub first started using its technology platform to drive change and respond to the issues facing women in the restaurant industry. The company pledged to champion and support women-led restaurants, raise awareness about inequality in the industry and help improve things for the better.

As Grubhub kicks off its fourth year of RestaurantHER, we’re working with World Central Kitchen (WCK) and the Women Business Collaborative (WBC) to support and help amplify our ongoing efforts for women in the culinary industry.

RestaurantHER comes this year as women have lost the most jobs during the pandemic. In January 2021, women were still down 5.4 million jobs, which makes up 55 percent of total jobs lost. The restaurant industry was among those most impacted by COVID, and a majority of the workforce are women. Before COVID, female restaurant workers (especially owners and chefs) struggled to grow due to lack of sponsorship, funding and even workplace harassment. As a result, there are fewer women at the leadership level in restaurants. And now those numbers are dwindling even further.

“We are hopeful that across the country, RestaurantHER will spark a movement of support for women-owned and operated restaurants,” said Devry Boughner Vorwerk, Chief Corporate Affairs Officer at Grubhub. “Women restaurateurs are highly capable business leaders in the industry, and they often face barriers that their male counterparts do not. This month, and every month, at Grubhub, we want to shine a light on women-led restaurants and all the benefits these women bring to their communities through their dedication, their creativity and their cuisine.”

Since Grubhub began the RestaurantHER initiative in 2018, we’ve seen talented and aspiring chefs who have been able to succeed in part because of the resources and programs of RestaurantHER. Our incredible partners and diners have played a significant role in helping Grubhub work toward change. We worked with organizations such as the James Beard Foundation and Women Chefs & Restaurateurs to provide grants and tools for female chefs and culinary leaders to navigate and address the specific challenges they face in the industry. Additionally, Grubhub created a RestaurantHER map where diners can find a women-led restaurant near them.

To continue our efforts, Grubhub is supporting World Central Kitchen‘s Restaurants for the People program and specifically restaurants that are women-owned and operated. Grubhub will support these efforts through the Donate the Change program during Women’s History Month, where diners are invited to join us in helping these women. Grubhub’s Donate the Change feature allows diners who opt-in to round up their change on every order. All proceeds will go to World Central Kitchen to provide nourishing meals to help vulnerable communities impacted by the pandemic. Last year, Grubhub diners across the country generously donated a total of $21 million to support various organizations and communities in need through Donate the Change.

“We are grateful for Grubhub’s support and belief in our mission, and recognition that restaurants are a key part of the solution to the ongoing health, economic, and humanitarian crises. Their support will specifically help women-owned and operated restaurants that are a part of our Restaurants for the People program, which pays restaurants directly to help keep their business afloat while also providing tens of thousands of meals to people in need,” said Erin Gore, Vice President of Development at World Central Kitchen.

Grubhub is also excited to kick off a partnership with the Women Business Collaborative, an alliance of more than 44 women business organizations and thousands of individuals who are committed to gender equality in the workplace. Together, we’ll raise awareness and encourage Americans to support local women-owned restaurants throughout the month of March and throughout the year. We’ll also form an advisory board in 2021 composed of female restaurant owners to discuss issues in the industry and ways Grubhub and others can help.

“The time is now for all of us to commit to order from women-owned restaurants and tell the stories of our support in every community across this nation. We are devoted to this effort with RestaurantHER and Grubhub,” added Edie Fraser, CEO of Women Business Collaborative.

World Central Kitchen will also be Grubhub’s donation partner for our popular virtual concert series Sound Bites, which will feature performances by Megan Thee Stallion, Noah Cyrus and King Princess. Fans tuning in will be encouraged to scan customized QR codes that will pop up throughout the show to receive special discounts and Perks, along with exclusive behind-the-scenes footage from King Princess. For every QR code scanned at one point during the live stream, Grubhub will donate $1 (up to $100,000) to World Central Kitchen. The free Sound Bites concert will take place on Friday, March 26 at 7 p.m. ET on the Grubhub YouTube channel.

Grubhub’s commitment to support women in the restaurant industry will continue as long as it takes to see equality, and we hope our community of diners will join us by supporting female chefs and owners, and their delicious culinary creations, year-round. Visit the Grubhub app, Grubhub.com or RestaurantHER.com to find a women-led restaurant near you.

About Grubhub
Grubhub (NYSE: GRUB) is a leading online and mobile food-ordering and delivery marketplace with the largest and most comprehensive network of restaurant partners, as well as over 31 million active diners. Dedicated to connecting diners with the food they love from their favorite local restaurants, Grubhub elevates food ordering through innovative restaurant technology, easy-to-use platforms and an improved delivery experience. Grubhub features over 300,000 restaurants and is proud to partner with over 265,000 of these restaurants in over 4,000 U.S. cities. The Grubhub portfolio of brands includes Grubhub, Seamless, LevelUp, AllMenus and MenuPages.

Grubhub Joining Effort to Cut Out Cutlery

Today Grubhub is officially joining the #CutOutCutlery campaign and committing to dramatically reducing the number of single-use plastics that enter the environment. In the coming months the Grubhub app and website will begin automatically defaulting to zero utensils and napkins with every order. While diners will still be able to request plasticware when needed, the move will generate significant savings for restaurants across the country.

“As we advance sustainable business practices across Grubhub and our industry, this important step will keep millions of unneeded pieces of single-use plastic out of the environment,” Devry Boughner Vorwerk, Chief Corporate Affairs Officer, said. “We look forward to building on this commitment to sustainability in partnership with the diners and restaurants who rely on Grubhub every day.”

This action by Grubhub will remove millions of pieces of plastic cutlery from entering the environment annually. According to HabitsofWaste.org, organizer of the #CutOutCutlery campaign, 40,000,000,000 pieces of plastic cutlery end up in the waste stream per year, polluting our oceans and harming sea life. Sheila Morovati, Founder and CEO of Habits of Waste and #CutOutCutlery, has been a key partner to Grubhub as we have worked to develop this important sustainability feature.

“We applaud Grubhub for taking a significant step in dramatically reducing the amount of single-use plastic that ends up as unwanted waste and litter in our communities,” Morovati said. “Our partnership with Grubhub is a stellar example of how a system can be modified to change behavior, ultimately creating a new norm that automatically reduces waste and increases sustainability.”

Beyond the environmental benefits, removing plasticware is also another way Grubhub and our diners can generate cost savings for restaurants at a time when they need it most. Research has found that restaurants can save potentially thousands of dollars annually by reducing how much plasticware they use. The move is an important step in the journey Grubhub is embarking on towards more sustainable business practices.

Grubhub Announces Driver Grant Program Recipients

Back in December, we announced our Driver Grant Program — an initiative that supports drivers who are creating meaningful change in their communities through education, civic engagement, and philanthropic work. Since applications first opened, we received submissions from delivery partners across the country who allowed us a glimpse into their lives and their passions for making a difference within their communities.

We were overwhelmed by the stories that poured in and read countless submissions that touched us — from people serving those less fortunate in their communities, to providing mentorship opportunities and resources for local youth, to drawing attention to the link between deforestation and food insecurity. Every submission had one common theme: our delivery partners have huge hearts and an unwavering drive to help others.

“It was absolutely inspiring to see the many responses and countless examples of valuable work from our drivers across the country. We’re proud that this program will be a stepping stone for drivers who are making positive change within their communities,” said Eric Ferguson, Grubhub’s chief operations officer. “We’re looking forward to seeing all the great things drivers do with these grants and continuing our efforts this year to fund what fuels our drivers.”

Today, we’re excited to announce the first 20 recipients of this program and how they plan to use their $10,000 grants:

Bill R. — Huntington, WV
With this grant money, Bill plans to help upgrade Kiwanis Daycare — which serves low-income children and is the oldest continuously operating daycare in West Virginia.

BriYanna G. — Cleveland, OH
BriYanna plans to use the grant money to build and maintain a website for Ravenella — a marketplace she created for people to support Black-owned fashion lines.

Chad E. — Chicago, IL
Passionate about art, Chad will rent an art studio space to mentor youth in the Chicago area and feed their artistic passions, including graphic design and audio production. He would also like to purchase a screen printing machine and 3D printer so the artists he mentors can make their own products.

Destiny P. — Detroit, MI
Destiny plans to continue her work with local no-kill and animal rescue shelters by funding more reliable transportation for injured dogs and cats so that they can be cared for.

Joanna L. — Pittsburgh, PA
Joanna will use her grant to support Cup-A-Jo Productions — an artists’ collaborative theater she founded that explores non-traditional venues and mixes theatre with film, dance, music and poetry.

Joanne D. — California, MD
Joanne plans to use the grant to purchase additional food for a local nonprofit, S.O.L.D.I.E.R.S OUTREACH — Kids Eat Free.

Judy H. — Dallas/Fort Worth, TX
Using her grant funds, Judy will expand her work to help the homeless population in her area, including increasing her budget to provide more supplies.

Kendal M. — Covington, GA 
Kendal will use his grant to donate and fund additional academic scholarships through The Brother Sister Campaign — a nonprofit organization he founded that’s dedicated to promoting growth and hope to underserved children.

Mary D. — Colorado Springs, CO
Mary plans to use the grant money to fund a retreat for Finding Our Voices — a nonprofit that empowers survivors of sexual assault to thrive by offering creative activities and healing events.

Mike B.  — Birmingham, AL
With the grant, Mike plans to purchase supplies and other resources for his high school students and complete his master’s degree in English.

Musasizi J. — Chicago, IL
Musasizi plans to use the grant money to facilitate campaigns that encourage and educate people to shift from using firewood and charcoal fuels to liquefied petroleum gas in developing parts of the world, where deforestation is impacting food security.

Nicholas S. — Houston, TX
Nicholas plans to expand his personal training and fitness business, including opening a larger fitness facility where he can continue to offer personalized training while also offering a general open space for people looking to train by themselves.

Peter A. — Poughkeepsie, NY
Peter plans to use his grant to support his two communities: Poughkeepsie, New York and Kuna, Kamagambo, Kenya. In Poughkeepsie, he will provide supplies, including winter coats and food, for the local homeless population. And in Kuna, he will work toward building a library and a learning center.

Pousbila O.  — St. Louis, MO
Pousbila will support the African Youth Development Foundation, in addition to helping cover the cost of school registration fees, and health and food plans for vulnerable children in Burkina Faso throughout the school year.

Romel D. — Jacksonville, FL
Romel runs The Jax Tutor —  a tutoring company focused on math, and he’ll use the funds to promote the service and reach more students.

Rosalie J.  — Jeffersonville, IN
Rosalie plans to use the grant money to grow her business that she uses to help fund warm clothing to local children in need and finish paying off her master’s degree in early childhood education.

Simple K. — Virginia Beach, VA
Simple, who runs a mentorship program called Arise Africa, will use the grant money to build a school and buy supplies for the children in his program.

Tameka W. — Evansville, IN
Tameka plans to use the grant to support the Inner City Youth Basketball League for Kids and fund a center for Mother’s Holdin’ It Down — a group she started to connect with other single mothers, share resources and provide support to local families in need.

Terrell B. — Davenport, IA 
Terrell plans to use the grant to establish a community resource for supporting personal and spiritual development.

Theresa N. — Indianapolis, IN
Theresa will use the grant funds to purchase a food truck so that she can feed men and women in her community who are less fortunate and share her ministry with them.

The good news keeps on coming…

Remember how we said we were overwhelmed by the stories from our delivery partners that poured in? There was no shortage of amazing submissions that touched us, and we’re excited to announce today that we’re giving an additional 10 recipients grants thanks to our diners who tweeted their support of our drivers with our #lovedelivered efforts in February. When diners showed their love, we supported the Driver Grant Program with $1 per tweet up to $100,000.

Meet our additional 10 recipients below and read how they plan to use the grant money to drive change in their communities!

Alyssa L. — Bel Air/Aberdeen, MD
A single mom to four kids, Alyssa has a heart for children and a passion for social work. She will use the grant money to continue her education and get a degree in social work.

Imari R. — Chesterfield, MI

Imari plans to use her grant money to launch the Random Love Project—an initiative that will support the homeless population in Michigan through the gifting of free meals and grocery stipends.

Jeffrey J. — Portland, OR
A photographer and filmmaker, Jeffrey finds purpose by connecting those in his community with nature, especially during these challenging times when mental health is so important. An avid fly fisher in his spare time, Jeffrey plans to use the grant money to create an informative video series of the best places to fish in Portland and the surrounding area in hopes other people find enjoyment in the sport as well during these times.

Jillian K. — Seattle, WA
Jillian is the founder of Ginger Gears, a robotics education company that works to combat underrepresentation in the STEAM field. With the grant money, Jillian wants to invest in workshop space for classes, camps and training for Ginger Gears students.

Jonah K. — Detroit, MI
Currently pursuing an undergraduate degree in religious studies, Jonah wants to use the grant money to conduct research about the religious minority communities in the Middle East and Eastern Europe and fund his doctorate degree in the field.

Jonathan M. — Des Moines, IA
With this grant money, Jonathan will pursue his dream of getting a Secondary Education Teaching certificate so that he can teach mentally challenged and disabled children in his community.

Kevin S. — Wilkes-Barre, PA
Kevin will use the grant money to create a permanent home for Diamond City Sports’ youth and adult flag football leagues and renovate their wiffle ball field.

Mohammad D. — Milwaukee, WI
Passionate about cooking, Mohammad will use the grant money to purchase a food truck so that he can spread his love for cooking with others in nearby communities.

Robert H. — Dallas/Fort Worth, TX
With this grant money, Robert plans to get his non-profit that helps homeless veterans off of the ground through marketing and website development so that he can spread its message and reach more people in need.

Timothy C. — Richmond, VA
A middle school counselor, Timothy will use this money to fund programs for students at his school who are interested in STEM.

Check back in the spring for more information on our next round of grants and application details. If you’re interested in driving with us you can learn more at driver.grubhub.com.

Grubhub Reports Fourth Quarter And Full Year 2020 Results

Grubhub generates 48% revenue growth in the fourth quarter

CHICAGO, Feb. 3, 2021 /PRNewswire/ — Grubhub Inc. (NYSE: GRUB), a leading online and mobile food-ordering and delivery marketplace, today announced financial results for the fourth quarter and full year ended December 31, 2020 and also posted a letter to shareholders on its investor relations website. For the fourth quarter, the Company reported revenues of $504 million, which is a 48% year-over-year increase from $341 million in the same period last year. Gross Food Sales grew 52% year-over-year to $2.4 billion, up from $1.6 billion in the fourth quarter of 2019.

“We remain steadfast in our support of our restaurant partners as the ongoing pandemic continues to weigh on their businesses and their local communities. From increased marketing spend and reduced commissions, to winterization grants and free digital ordering tools, we continue to be fully committed to assisting our restaurant partners,” said Matt Maloney, Grubhub founder and CEO. “Looking ahead, we’ve been working closely with the Just Eat Takeaway.com team on integration planning and continue to expect the transaction to close in the first half of 2021.”

Fourth Quarter and Full Year 2020 Highlights
The following results reflect the financial performance and key operating metrics of our business for the three and twelve months ended December 31, 2020, as compared to the same period in 2019.

Fourth Quarter Financial Highlights

  • Revenues: $503.7 million, a 48% year-over-year increase from $341.3 million in the fourth quarter of 2019.
  • Net (Loss): $(67.8) million, or $(0.73) per diluted share, a decrease from $(27.7) million, or $(0.30) per diluted share, in the fourth quarter of 2019.
  • Non-GAAP Adjusted EBITDA: $31.2 million, a 17% year-over-year increase from $26.7 million in the fourth quarter of 2019.
  • Non-GAAP Net (Loss): $(37.9) million, or $(0.41) per diluted share, a decrease from $(4.2) million, or $(0.05) per diluted share, in the fourth quarter of 2019.

Fourth Quarter Key Business Metrics Highlights1

  • Active Diners: 31.4 million, a 39% year-over-year increase from 22.6 million Active Diners in the fourth quarter of 2019.
  • Daily Average Grubs (DAGs): 658,100 a 31% year-over-year increase from 502,600 DAGs in the fourth quarter of 2019.
  • Gross Food Sales: $2.4 billion, a 52% year-over-year increase from $1.6 billion in the fourth quarter of 2019.

________________________

1 Key Business Metrics are defined on pages 28 – 29 of our Annual Report on Form 10-K filed on February 28, 2020.

Full Year Financial Highlights

  • Revenues: $1.8 billion, a 39% year-over-year increase from $1.3 billion in 2019.
  • Net (Loss): $(155.9) million, or $(1.69) per diluted share, a decrease from $(18.6) million, or $(0.20) per diluted share, in 2019.
  • Non-GAAP Adjusted EBITDA: $109.3 million, a 41% year-over-year decrease from $186.2 million in 2019.
  • Non-GAAP Net Income (Loss): $(38.7) million, or $(0.42) per diluted share, a decrease from $73.2 million, or $0.79 per diluted share, in 2019.

Full Year Key Business Metrics Highlights2

  • Active Diners: 31.4 million, a 39% year-over-year increase from 22.6 million Active Diners in 2019.
  • Daily Average Grubs (DAGs): 622,700, a 26% year-over-year increase from 492,300 DAGs in 2019.
  • Gross Food Sales: $8.7 billion, a 47% year-over-year increase from $5.9 billion in 2019.

“2020 was a transformative year for our marketplace. Strong new diner and restaurant additions across all of our markets coupled with increased order frequency from existing diners culminated in record gross food sales during the fourth quarter,” said Adam DeWitt, Grubhub President and CFO. “Absent the ongoing support spend we are providing to our restaurant partners, drivers, and diners, the business could easily support long-term economics of more than $1.50 of Adjusted EBITDA per order.”

Guidance
Given Grubhub’s pending acquisition by Just Eat Takeaway.com, it is no longer issuing forward-looking guidance.

About Grubhub
Grubhub (NYSE: GRUB) is a leading online and mobile food-ordering and delivery marketplace with the largest and most comprehensive network of restaurant partners, as well as over 31 million active diners. Dedicated to connecting diners with the food they love from their favorite local restaurants, Grubhub elevates food ordering through innovative restaurant technology, easy-to-use platforms and an improved delivery experience. Grubhub features over 300,000 restaurants and is proud to partner with over 265,000 of these restaurants in over 4,000 U.S. cities. The Grubhub portfolio of brands includes Grubhub, Seamless, LevelUp, AllMenus and MenuPages.

_______________________________

2 Key Business Metrics are defined on pages 28 – 29 of our Annual Report on Form 10-K filed on February 28, 2020. 

Use of Forward-Looking Statements
This communication contains “forward-looking statements” regarding Grubhub, Just Eat Takeaway.com or their respective management’s future expectations, beliefs, intentions, goals, strategies, plans and prospects, which, in the case of Grubhub, are made in reliance on the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements involve substantial risks, known and unknown, uncertainties, assumptions and other factors that may cause actual results, performance or achievements to differ materially from future results expressed or implied by such forward-looking statements including, but not limited to, the occurrence of any event, change or other circumstances that could give rise to the right of one or both of Grubhub or Just Eat Takeaway.com to terminate the merger agreement; the ability to obtain approval by Grubhub stockholders on the expected schedule or at all; difficulties and delays in integrating Grubhub’s and Just Eat Takeaway.com’s businesses; risks that the proposed merger disrupts Grubhub’s or Just Eat Takeaway.com’s current plans and operations; failing to fully realize anticipated synergies, cost savings and other anticipated benefits of the proposed merger when expected or at all; potential adverse reactions or changes to business relationships resulting from the announcement or completion of the proposed merger; the risk that unexpected costs will be incurred; the ability of Grubhub or Just Eat Takeaway.com to retain and hire key personnel; the diversion of management’s attention from ongoing business operations; uncertainty as to the value of the Just Eat Takeaway.com ordinary shares to be issued in connection with the proposed merger; uncertainty as to the long-term value of the common stock of the combined company following the proposed merger; the continued availability of capital and financing following the proposed merger; the outcome of any legal proceedings that may be instituted against Grubhub, Just Eat Takeaway.com or their respective directors and officers; changes in global, political, economic, business, competitive, market and regulatory forces; changes in tax laws, regulations, rates and policies; future business acquisitions or disposals; competitive developments; and the timing and occurrence (or non-occurrence) of other events or circumstances that may be beyond Grubhub’s and Just Eat Takeaway.com’s control. These and other risks, uncertainties, assumptions and other factors may be amplified or made more uncertain by the COVID-19 pandemic, which has caused significant economic uncertainty. The extent to which the COVID-19 pandemic impacts Grubhub’s and Just Eat Takeaway.com’s businesses, operations and financial results, including the duration and magnitude of such effects, will depend on numerous factors, which are unpredictable, including, but not limited to, the duration and spread of the outbreak, its severity, the actions taken to contain the virus or treat its impact, and how quickly and to what extent normal economic and operating conditions can resume. Forward-looking statements generally relate to future events or Grubhub and Just Eat Takeaway.com’s future financial or operating performance and include, without limitation, statements relating to the proposed merger and the potential impact of the COVID-19 outbreak on Grubhub and Just Eat Takeaway.com’s business and operations. In some cases, you can identify forward-looking statements because they contain words such as “anticipates,” “believes,” “contemplates,” “could,” “seeks,” “estimates,” “intends,” “may,” “plans,” “potential,” “predicts,” “projects,” “should,” “will,” “would” or similar expressions and the negatives of those terms.

While forward-looking statements are Grubhub’s and Just Eat Takeaway.com’s current predictions at the time they are made, you should not rely upon them. Forward-looking statements represent Grubhub’s and Just Eat Takeaway.com’s management’s beliefs and assumptions only as of the date of this communication, unless otherwise indicated, and there is no implication that the information contained in this communication is made subsequent to such date. For additional information concerning factors that could cause actual results and outcomes to differ materially from those expressed or implied in the forward-looking statements, please refer to the cautionary statements and risk factors included in Grubhub’s filings with the Securities and Exchange Commission (the “SEC”), including Grubhub’s Annual Report on Form 10-K filed with the SEC on February 28, 2020, Grubhub’s Quarterly Reports on Form 10-Q and any further disclosures Grubhub makes in Current Reports on Form 8-K. Grubhub’s SEC filings are available electronically on Grubhub’s investor website at investors.grubhub.com or the SEC’s website at www.sec.gov.

For additional information concerning factors that could cause future results to differ from those expressed or implied in the forward-looking statements, please refer to Just Eat Takeaway.com’s non-exhaustive list of key risks and cautionary statements included in Just Eat Takeaway.com’s Annual Report, which is available electronically on Just Eat Takeaway.com’s investor website at www.justeattakeaway.com. Except as required by law, Grubhub and Just Eat Takeaway.com assume no obligation to update these forward-looking statements or this communication, or to update, supplement or correct the information set forth in this communication or the reasons actual results could differ materially from those anticipated in the forward-looking statements, even if new information becomes available in the future. All subsequent written and oral forward-looking statements attributable to Grubhub, Just Eat Takeaway.com or any person acting on behalf of either party are expressly qualified in their entirety by the cautionary statements referenced above.

Additional Information and Where to Find It
In connection with the proposed merger, Just Eat Takeaway.com will file with the SEC a registration statement on Form F-4 to register the shares to be issued in connection with the proposed merger. The registration statement will include a preliminary proxy statement of Grubhub/prospectus of Just Eat Takeaway.com which, when finalized, will be sent to the stockholders of Grubhub seeking their approval of the respective merger-related proposals. Also in connection with the proposed merger, Just Eat Takeaway.com will file with the Netherlands Authority for the Financial Markets (“AFM”) and/or the UK Financial Conduct Authority (“FCA”) a prospectus for the listing and admission to trading on Euronext Amsterdam and/or the admission to listing on the FCA’s Official List and to trading on the London Stock Exchange’s Main Market for listed securities of the shares to be issued in connection with the proposed merger (the “Prospectus”). INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT ON FORM F-4 AND THE RELATED PROXY STATEMENT/PROSPECTUS INCLUDED WITHIN THE REGISTRATION STATEMENT ON FORM F-4, THE PROSPECTUS, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC, THE AFM AND/OR THE FCA IN CONNECTION WITH THE PROPOSED MERGER, WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT GRUBHUB, JUST EAT TAKEAWAY.COM AND THE PROPOSED MERGER.

Investors and security holders may obtain copies of these documents and any other documents filed with or furnished to the SEC by Grubhub or Just Eat Takeaway.com free of charge through the website maintained by the SEC at www.sec.gov, from Grubhub at its website, investors.grubhub.com, or from Just Eat Takeaway.com at its website  www.justeattakeaway.com. The Prospectus, as well as any supplement thereto, will be made available on the website of Just Eat Takeaway.com at its website www.justeattakeaway.com.

Participants in the Solicitation
Grubhub, Just Eat Takeaway.com and their respective directors and certain of their respective executive officers and employees may be deemed to be participants in the solicitation of proxies in respect of the proposed merger under the rules of the SEC. Information about Grubhub’s directors and executive officers is available in Grubhub’s proxy statement dated April 9, 2020 for its 2020 Annual Meeting of Stockholders. To the extent holdings of Grubhub securities by directors or executive officers of Grubhub have changed since the amounts contained in the definitive proxy statement for Grubhub’s 2020 Annual Meeting of Stockholders, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC.

These documents are available free of charge from the sources indicated above, and from Grubhub by going to its investor relations page on its corporate website at investors.grubhub.com. Information about Just Eat Takeaway.com’s directors and executive officers and a description of their interests are set forth in Just Eat Takeaway.com’s 2019 Annual Report, which may be obtained free of charge from Just Eat Takeaway.com’s website, www.justeattakeaway.com. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement/prospectus and other relevant materials to be filed with the SEC regarding the proposed merger when they become available. Investors should read the proxy statement/prospectus carefully when it becomes available before making any voting or investment decisions. You may obtain free copies of these documents from Grubhub or Just Eat Takeaway.com using the sources indicated above.

No Offer or Solicitation
This communication 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. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended and applicable United Kingdom, Dutch and other European regulations.

Use of Non-GAAP Financial Measures
Adjusted EBITDA, non-GAAP net income (loss) and non-GAAP net income (loss) per diluted share attributable to common stockholders are financial measures that are not calculated in accordance with accounting principles generally accepted in the United States, or GAAP.

We define Adjusted EBITDA as net income (loss) adjusted to exclude merger, acquisition, restructuring and certain legal costs, income taxes, net interest expense, depreciation and amortization and stock-based compensation expense. Non-GAAP net income (loss) and non-GAAP net income (loss) per diluted share attributable to common stockholders exclude merger, acquisition, restructuring and certain legal costs, amortization of acquired intangible assets, stock-based compensation expense and other nonrecurring items as well as the income tax effects of these non-GAAP adjustments. We use these non-GAAP financial measures as key performance measures because we believe 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, restructuring and certain legal costs, the impact of depreciation and amortization expense on our fixed assets and the impact of stock-based compensation expense. Adjusted EBITDA, non-GAAP net income (loss) and non-GAAP net income (loss) per diluted share attributable to common stockholders are not measurements of our financial performance under GAAP and should not be considered as an alternative to performance measures derived in accordance with GAAP.

See “Non-GAAP Financial Measures Reconciliation” below for a reconciliation of net income (loss) to Adjusted EBITDA, non-GAAP net income (loss) and non-GAAP net income (loss) per diluted share attributable to common stockholders.

GRUBHUB INC.

STATEMENTS OF OPERATIONS

(in thousands, except per share data)

Three Months Ended

December 31,

Year Ended

December 31,

2020

2019

2020

2019

Revenues

$

503,739

$

341,270

$

1,819,982

$

1,312,151

Costs and expenses:

Operations and support

319,242

190,328

1,169,126

675,471

Sales and marketing

119,940

86,100

402,503

310,299

Technology (exclusive of amortization)

30,652

29,164

122,949

115,297

General and administrative

33,883

28,018

132,553

101,918

Depreciation and amortization

37,345

32,488

141,821

115,449

Total costs and expenses

541,062

366,098

1,968,952

1,318,434

Loss from operations

(37,323)

(24,828)

(148,970)

(6,283)

Interest expense, net

7,813

6,189

27,988

20,493

Loss before provision for income taxes

(45,136)

(31,017)

(176,958)

(26,776)

Income tax (benefit) expense

22,649

(3,299)

(21,097)

(8,210)

Net loss attributable to common stockholders

$

(67,785)

$

(27,718)

$

(155,861)

$

(18,566)

Net loss per share attributable to common stockholders

Basic

$

(0.73)

$

(0.30)

$

(1.69)

$

(0.20)

Diluted

$

(0.73)

$

(0.30)

$

(1.69)

$

(0.20)

Weighted-average shares used to compute net loss per share attributable to common stockholders:

Basic

92,909

91,509

92,328

91,247

Diluted

92,909

91,509

92,328

91,247

 

KEY BUSINESS METRICS

Three Months Ended

 December 31,

Year Ended

 December 31,

2020

2019

2020

2019

Active Diners (000s)

31,417

22,621

31,417

22,621

Daily Average Grubs

658,100

502,600

622,700

492,300

Gross Food Sales (millions)

$

2,361

$

1,552

$

8,669

$

5,914

 

GRUBHUB INC.

CONSOLIDATED BALANCE SHEETS

(in thousands, except share data)

December 31,
2020

December 31,
2019

ASSETS

CURRENT ASSETS:

Cash and cash equivalents

$

360,232

$

375,909

Short-term investments

53,126

49,275

Accounts receivable, less allowances for doubtful accounts

111,802

119,658

Income tax receivable

22,472

3,960

Prepaid expenses and other current assets

24,765

17,515

Total current assets

572,397

566,317

PROPERTY AND EQUIPMENT:

Property and equipment, net of depreciation and amortization

216,146

172,744

OTHER ASSETS:

Other assets

49,201

26,836

Deferred tax assets, non-current

142

Operating lease right-of-use asset

88,227

100,632

Goodwill

1,007,968

1,007,968

Acquired intangible assets, net of amortization

454,838

500,481

Total other assets

1,600,376

1,635,917

TOTAL ASSETS

$

2,388,919

$

2,374,978

LIABILITIES AND STOCKHOLDERS’ EQUITY

CURRENT LIABILITIES:

Restaurant food liability

$

141,802

$

131,753

Accounts payable

19,859

26,748

Accrued payroll

27,346

19,982

Current operating lease liability

17,897

9,376

Other accruals

149,278

61,504

Total current liabilities

356,182

249,363

LONG-TERM LIABILITIES:

Deferred taxes, non-current

17,777

27,163

Noncurrent operating lease liability

103,416

111,056

Long-term debt

494,103

493,009

Other accruals

644

817

Total long-term liabilities

615,940

632,045

STOCKHOLDERS’ EQUITY:

Common stock, $0.0001 par value

9

9

Accumulated other comprehensive loss

(1,275)

(1,628)

Additional paid-in capital

1,243,135

1,164,400

Retained earnings

174,928

330,789

Total Stockholders’ Equity

$

1,416,797

$

1,493,570

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

$

2,388,919

$

2,374,978

 

GRUBHUB INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

Year Ended December 31,

2020

2019

CASH FLOWS FROM OPERATING ACTIVITIES

Net loss

$

(155,861)

$

(18,566)

Adjustments to reconcile net income (loss) to net cash from operating activities:

Depreciation

42,446

30,237

Amortization of intangible assets and developed software

99,375

85,212

Stock-based compensation

84,485

72,879

Deferred taxes

(9,528)

(7,726)

Other

8,529

8,531

Changes in assets and liabilities

Accounts receivable

6,924

(11,591)

Income taxes receivable

(18,512)

5,989

Prepaid expenses and other assets

(22,569)

(13,854)

Restaurant food liability

10,106

4,380

Accounts payable

(2,014)

1,978

Accrued payroll

7,362

1,804

Other accruals

84,251

23,349

Net cash provided by operating activities

134,994

182,622

CASH FLOWS FROM INVESTING ACTIVITIES

Purchases of investments

(112,313)

(85,989)

Proceeds from maturity of investments

108,779

51,366

Capitalized website and development costs

(57,179)

(48,524)

Purchases of property and equipment

(62,999)

(55,167)

Acquisition of other intangible assets

(510)

(9,980)

Acquisitions of businesses, net of cash acquired

127

Other cash flows from investing activities

(525)

(250)

Net cash used in investing activities

(124,747)

(148,417)

CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from the issuance of long-term debt

175,000

500,000

Repayments of borrowings under the credit facility

(175,000)

(342,313)

Taxes paid related to net settlement of stock-based compensation awards

(34,621)

(23,753)

Proceeds from exercise of stock options

9,588

4,469

Payments for debt issuance costs

(89)

(9,136)

Other cash flows from financing activities

(2,149)

Net cash provided by (used in) financing activities

(27,271)

129,267

Net change in cash, cash equivalents, and restricted cash

(17,024)

163,472

Effect of exchange rates on cash, cash equivalents and restricted cash

326

320

Cash, cash equivalents, and restricted cash at beginning of year

379,595

215,802

Cash, cash equivalents, and restricted cash at end of the period

$

362,897

$

379,594

SUPPLEMENTAL DISCLOSURE OF NON-CASH ITEMS

Cash paid for income taxes

$

216

$

1,163

 

GRUBHUB INC.

NON-GAAP FINANCIAL MEASURES RECONCILIATION

(in thousands, except per share and per order data)

Three Months Ended
December 31,

Year Ended
December 31,

2020

2019

2020

2019

Net loss

$

(67,785)

$

(27,718)

$

(155,861)

$

(18,566)

Income taxes

22,649

(3,299)

(21,097)

(8,210)

Interest expense, net

7,813

6,189

27,988

20,493

Depreciation and amortization

37,345

32,488

141,821

115,449

EBITDA

22

7,660

(7,149)

109,166

Merger, acquisition, restructuring and certain legal costs

8,765

966

31,975

4,105

Stock-based compensation

22,425

18,073

84,485

72,879

Adjusted EBITDA

$

31,212

$

26,699

$

109,311

$

186,150

Net loss per order

$

(1.12)

$

(0.60)

$

(0.68)

$

(0.10)

Adjusted EBITDA per order

$

0.52

$

0.58

$

0.48

$

1.04

Three Months Ended
December 31,

Year Ended
December 31,

2020

2019

2020

2019

Net loss

$

(67,785)

$

(27,718)

$

(155,861)

$

(18,566)

Stock-based compensation

22,425

18,073

84,485

72,879

Amortization of acquired intangible assets

10,203

13,367

45,643

50,712

Merger, acquisition, restructuring and certain legal costs

8,765

966

31,975

4,105

Income tax adjustments

(11,466)

(8,916)

(44,903)

(35,883)

Non-GAAP income (loss)

$

(37,858)

$

(4,228)

$

(38,661)

$

73,247

Weighted-average diluted shares used to compute Non-GAAP income (loss) per share attributable to common stockholders

92,909

91,509

92,328

92,759

Non-GAAP income (loss) per diluted share attributable to common stockholders

$

(0.41)

$

(0.05)

$

(0.42)

$

0.79

Grubhub Invites Diners to Help Celebrate and Support the Black Restaurant Community

Food is at the heart of all communities and cultures, and this month Grubhub is honoring the diverse culinary plates from the Black community. To support and celebrate our many Black-owned restaurant partners, we are working alongside two organizations who have made an incredible impact in this community, Feed the Soul Foundation and Black Restaurant Week, LLC. Feed the Soul, the non-profit arm of Black Restaurant Week, will be the beneficiary of Grubhub’s February Sound Bites concert featuring Anderson .Paak, The Soul Rebels, Big Freedia, Trombone Shorty and Tarriona “Tank” Ball. In addition, we’re unveiling a new search filter, powered by Dine.Black, to help diners discover nearby Black-owned restaurants.

During February, all proceeds from Grubhub’s Donate the Change program benefit Feed the Soul Foundation, which aims to aid marginalized entrepreneurs in the culinary industry with business development resources and support sustainable business growth. They provide business development training, consultation services to improve business operations, and business resources including programming, funding, technology, workforce training and more. Feed the Soul Foundation will use our diner donations toward the following:

  • Multiple $10K grants will go to restaurant owners for business development, such as menu consultation, operations or marketing initiatives.
  • Restaurant emergency funds to support restaurants in the event of an unexpected emergency such as flooding or a break-in. Feed the Soul Foundation will help provide  resources to help restaurants re-open and get back on their feet.
  • Scholarships to marginalized hospitality management college students, creating a pathway to help grow the next generation of restaurant entrepreneurs.

Our Donate the Change feature allows diners who opt-in to round up their change on their orders. Last year, Grubhub diners across the country donated more than $20 million dollars to various organizations and communities in need of support through the same program. Grubhub also matches Donate the Change contributions by Grubhub+ members. We invite more diners to opt-in to Donate the Change and join us this month to help make an impact in supporting the Black culinary community.

Grubhub is also partnering with Black Restaurant Week, LLC beginning with Black Restaurant Week in the Pacific Northwest on Feb. 19-28th. The partnership will promote Black-owned businesses and help local diners discover and support Black-owned restaurants in Oregon and Washington, with plans to continue with Black Restaurant Weeks in major markets across the country.

Feed the Soul Foundation will also be Grubhub’s donation partner for our popular virtual concert series Sound Bites, which will feature performances by Anderson .Paak and The Soul Rebels, with special guests Big Freedia, Trombone Shorty and Tarriona “Tank” Ball. During the live concert, fans tuning in will be encouraged to comment during the live stream, and Grubhub will donate $5 for every comment (up to $100K) to Feed the Soul Foundation. Sound Bites will take place on Feb. 12 at 7 p.m. ET on the Grubhub YouTube channel.

Finally, Grubhub is also excited to unveil a new search filter that will help diners easily find and order from Black-owned restaurants in their area. With the help of Dine.Black, this new filter will showcase thousands of restaurants nationwide on the Grubhub platform.

We have a responsibility to do our part in raising up our fellow foodies and that starts with discovery. We invite our diners to join our efforts by ordering from these incredible restaurants while at the same time supporting other culinary efforts. Visit the Grubhub app or Grubhub.com to find a delicious restaurant near you.