Grubhub and Yandex SDG Launch Robot Delivery Technology at The Ohio State University

The Big 10 school is the first campus to deploy Grubhub delivery via Yandex robots as students return for the fall semester

CHICAGO, Aug. 19, 2021 /PRNewswire/ — Grubhub, the leading online and mobile food-ordering and delivery platform on college campuses, and Yandex Self-Driving Group (SDG), a leading autonomous vehicles developer inside Yandex, one of Europe’s largest internet companies, will roll out delivery via Yandex’s robots at its first college campus — The Ohio State University (OSU).

50 Rovers will be initially rolling out on Ohio State’s campus
The Rovers can operate wherever people walk, including through water and snow

 

More than 60,000 hungry Buckeyes will be able to order their favorite foods from on-campus dining locations via the Grubhub app and have them delivered by one of 50 Yandex robots operating at the OSU campus in a fast and cost-effective way. The rovers operate from 9 a.m. to 9 p.m. seven days a week. Students can request robots to deliver food to every residence hall on campus as well as Thompson Library and Bricker Hall.

Yandex robots autonomously navigate pavements, campus crosswalks and pedestrian areas, which are notoriously challenging to reach by car. They move around a large university campus swiftly at 3 to 5 miles per hour during daytime and after dark and in various weather conditions, including rain and snow. The robots are spacious enough to fit a couple of coffees and a bagel sandwich, or multiple pizzas to share with friends, all while keeping the food at the right temperature.

“We’re excited to bring this cutting-edge and efficient delivery experience to students at The Ohio State University,” said Brian Madigan, vice president of corporate and campus partners at Grubhub. “OSU and Grubhub have worked together for years to offer students a variety of ways to enjoy the food they love on campus. Now we’re building on our efforts to enhance the dining experience through Yandex’s rover technology for quicker and easier deliveries.”

“By partnering with Grubhub, we can bring robotic delivery to some of the people who need it most – students, researchers and professors who are short on time,” said Peter Szelei, business development executive at Yandex SDG. “Not only do the rovers enhance the current food delivery options, but open new possibilities for smarter, better and faster dining. Imagine ordering morning coffee and grabbing it from a robot waiting at your doorstep as you head out to class, or studying in a park with friends and requesting a rover to roll up and deliver snacks. We’re thrilled to support making these possibilities a reality.”

“We pride ourselves on offering an exceptional dining experience to students, and we’re always looking to provide new ways to make getting food on campus as convenient as possible,” said Zia Ahmed, senior director, dining services at The Ohio State University.

For more information on how to bring this delivery experience to your campus, please visit here.

About Grubhub:
Grubhub is part of Just Eat Takeaway.com (LSE: JET, AMS: TKWY, NASDAQ: GRUB), a leading global online food delivery marketplace. Dedicated to connecting more than 33 million 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 more than 300,000 restaurant partners in over 4,000 U.S. cities.

About Yandex Self-Driving Group:
Yandex has been developing its proprietary self-driving technology since 2017. As of today, Yandex’s autonomous vehicle fleet has 170 cars, which have driven over seven million autonomous miles on public roads in various weather and road conditions in three countries – Russia, Israel and the United States. The maturity of the technology as well as the accumulated real-world mileage makes Yandex one of the leading developers of self-driving technology globally.

Since late 2019, the company has also been developing its own delivery robots. Based on the same self-driving technology as its autonomous vehicles, these rovers are built to deliver small and medium-sized packages. Yandex robots are already delivering orders from shops and restaurants to customers in Russia and the United States.

More information on Yandex Self-Driving Group can be found at https://sdg.yandex.com/.

Grubhub Stockholders Approve Transaction with Just Eat Takeaway.com

CHICAGO, June 10, 2021 /PRNewswire/ — Grubhub Inc. (NYSE: GRUB) (“Grubhub”), a leading online and mobile food-ordering and delivery marketplace, today announced that its stockholders overwhelmingly approved the proposals necessary to complete 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 online food delivery companies, measured by Gross Merchandise Value and revenue.

56,521,111 outstanding shares of Grubhub common stock voted at the Grubhub special meeting, and of the shares voted, approximately 99.98% were voted in favor of the adoption of the merger agreement between Grubhub and Just Eat Takeaway.com. The final voting results will be publicly filed with the Securities and Exchange Commission on a Form 8-K.

“We are pleased that Grubhub stockholders overwhelmingly supported the recommendation of Grubhub’s board of directors on the pending combination with Just Eat Takeaway.com and voted in favor of the transaction,” said Matt Maloney, Grubhub’s founder and chief executive officer. “We thank our stockholders for their continued support and look forward to working with Just Eat Takeaway.com to complete this transaction.”

Subject to satisfaction of remaining customary closing conditions, completion of the Transaction is expected to occur on June 15, 2021. 

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; 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.

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.

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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 To Announce First Quarter Financial Results On April 28, 2021

CHICAGO, April 14, 2021 /PRNewswire/ — Grubhub Inc. (NYSE: GRUB), a leading online and mobile food-ordering and delivery marketplace, today announced it will release its first quarter financial results on Wednesday, April 28, 2021, after the market close. Due to the pending acquisition by Just Eat Takeaway.com, Grubhub does not plan to host a conference call to discuss its first quarter results.

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.

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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 To Announce Fourth Quarter And Full Year 2020 Financial Results On Feb. 3, 2021

CHICAGO, Jan. 20, 2021 /PRNewswire/ — Grubhub Inc. (NYSE: GRUB), a leading online and mobile food-ordering and delivery marketplace, today announced it will release its fourth quarter and full year 2020 financial results on Wednesday, Feb. 3, 2021, after the market close. Due to the pending acquisition by Just Eat Takeaway.com, Grubhub does not plan to host a conference call to discuss its fourth quarter results.

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 nearly 30 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 approximately 245,000 of these restaurants in over 4,000 U.S. cities. The Grubhub portfolio of brands includes Grubhub, Seamless, LevelUp, AllMenus and MenuPages.

GrubHub Logo

Cision View original content to download multimedia:http://www.prnewswire.com/news-releases/grubhub-to-announce-fourth-quarter-and-full-year-2020-financial-results-on-feb-3-2021-301211803.html

Grubhub Reports Third Quarter 2020 Results

Grubhub generates 53% revenue growth in the third quarter

CHICAGO, Oct. 28, 2020 /PRNewswire/ — Grubhub Inc. (NYSE: GRUB), a leading online and mobile food-ordering and delivery marketplace, today announced financial results for the third quarter ended September 30, 2020 and also posted a letter to shareholders on its investor relations website. The Company reported revenues of $494 million, which is a 53% year-over-year increase from $322 million in the same period last year. Gross Food Sales grew 68% year-over-year to $2.4 billion, up from $1.4 billion in the same period last year.

“Connecting restaurants and diners is more important than ever given the challenges our restaurant partners still face because of the pandemic. Since March, we have supported our restaurant partners with hundreds of millions of dollars through increased marketing support, reduced commissions, and bonuses and personal protective equipment for drivers,” said Matt Maloney, Grubhub founder and CEO. “Earlier this month, the Just Eat Takeaway.com shareholders overwhelmingly voted in favor of the proposed acquisition of Grubhub, which is on track for completion in the first half of 2021.”

Third Quarter 2020 Highlights
The following results reflect the financial performance and key operating metrics of our business for the three months ended September 30, 2020, as compared to the same period in 2019.

Third Quarter Financial Highlights

  • Revenues: $494.0 million, a 53% year-over-year increase from $322.1 million in the third quarter of 2019.
  • Net Income (Loss): $(9.2) million, or $(0.10) per diluted share, a decrease from $1.0 million, or $0.01 per diluted share, in the third quarter of 2019.
  • Non-GAAP Adjusted EBITDA: $43.8 million, a 19% year-over-year decrease from $53.8 million in the third quarter of 2019.
  • Non-GAAP Net Income: $15.2 million, or $0.16 per diluted share, a decrease from $24.7 million, or $0.27 per diluted share, in the third quarter of 2019.

Third Quarter Key Business Metrics Highlights1

  • Active Diners: 30.0 million, a 41% year-over-year increase from 21.2 million Active Diners in the third quarter of 2019.
  • Daily Average Grubs (DAGs): 668,600, a 46% year-over-year increase from 457,300 DAGs in the third quarter of 2019.
  • Gross Food Sales: $2.4 billion, a 68% year-over-year increase from $1.4 billion in the third quarter of 2019.

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

“Diner and order growth further accelerated in the third quarter as consumers across the country increasingly embraced the control, ease and convenience of ordering through Grubhub,” said Adam DeWitt, Grubhub president and CFO. “We continued to invest aggressively in new diner acquisition and support for our restaurant partners while also generating our highest Adjusted EBITDA per order in a year. This quarter again showcased the strength and sustainability of our business and ability to drive results for our restaurant partners in this challenging time.”

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 nearly 30 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 approximately 245,000 of these restaurants in over 4,000 U.S. cities. The Grubhub portfolio of brands includes Grubhub, Seamless, LevelUp, AllMenus and MenuPages.

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

September 30,

Nine Months Ended
September 30,

2020

2019

2020

2019

Revenues

$

493,981

$

322,053

$

1,316,243

$

970,881

Costs and expenses:

Operations and support

316,456

161,387

849,884

485,143

Sales and marketing

97,817

71,617

282,563

224,199

Technology (exclusive of amortization)

30,796

29,483

92,297

86,133

General and administrative

27,484

25,329

98,670

73,900

Depreciation and amortization

36,556

30,649

104,476

82,961

Total costs and expenses

509,109

318,465

1,427,890

952,336

Income (loss) from operations

(15,128)

3,588

(111,647)

18,545

Interest expense, net

6,979

6,025

20,175

14,304

Income (loss) before provision for income taxes

(22,107)

(2,437)

(131,822)

4,241

Income tax benefit

(12,869)

(3,447)

(43,746)

(4,911)

Net income (loss) attributable to common stockholders

$

(9,238)

$

1,010

$

(88,076)

$

9,152

Net income (loss) per share attributable to common
stockholders:

Basic

$

(0.10)

$

0.01

$

(0.96)

$

0.10

Diluted

$

(0.10)

$

0.01

$

(0.96)

$

0.10

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

Basic

92,496

91,349

92,135

91,159

Diluted

92,496

92,847

92,135

92,850

 

KEY BUSINESS METRICS

Three Months Ended
September 30,

Nine Months Ended
September 30,

2020

2019

2020

2019

Active Diners (000s)

29,956

21,197

29,956

21,197

Daily Average Grubs

668,600

457,300

610,900

488,800

Gross Food Sales (millions)

$

2,354

$

1,400

$

6,308

$

4,362

 

GRUBHUB INC.

CONSOLIDATED BALANCE SHEETS

(in thousands, except share data)

September 30,
2020

December 31,

  2019

ASSETS

CURRENT ASSETS:

Cash and cash equivalents

$

405,273

$

375,909

Short-term investments

61,497

49,275

Accounts receivable, less allowances for doubtful accounts

75,793

119,658

Income tax receivable

22,577

3,960

Prepaid expenses and other current assets

17,875

17,515

Total current assets

583,015

566,317

PROPERTY AND EQUIPMENT:

Property and equipment, net of depreciation and amortization

217,923

172,744

OTHER ASSETS:

Other assets

42,510

26,836

Operating lease right-of-use asset

95,863

100,632

Goodwill

1,007,968

1,007,968

Acquired intangible assets, net of amortization

465,041

500,481

Total other assets

1,611,382

1,635,917

TOTAL ASSETS

$

2,412,320

$

2,374,978

LIABILITIES AND STOCKHOLDERS’ EQUITY

CURRENT LIABILITIES:

Restaurant food liability

$

115,584

$

131,753

Accounts payable

16,974

26,748

Accrued payroll

33,871

19,982

Current operating lease liability

16,667

9,376

Other accruals

156,552

61,504

Total current liabilities

339,648

249,363

LONG-TERM LIABILITIES:

Deferred taxes, non-current

1,404

27,163

Noncurrent operating lease liability

106,836

111,056

Long-term debt

493,876

493,009

Other accruals

4,531

817

Total long-term liabilities

606,647

632,045

STOCKHOLDERS’ EQUITY:

Common stock, $0.0001 par value

9

9

Accumulated other comprehensive loss

(1,866)

(1,628)

Additional paid-in capital

1,225,169

1,164,400

Retained earnings

242,713

330,789

Total Stockholders’ Equity

$

1,466,025

$

1,493,570

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

$

2,412,320

$

2,374,978

 

GRUBHUB INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

Nine Months Ended
September 30,

2020

2019

CASH FLOWS FROM OPERATING ACTIVITIES

Net income (loss)

$

(88,076)

$

9,152

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

Depreciation

30,089

21,665

Amortization of intangible assets and developed software

74,387

61,296

Stock-based compensation

62,060

54,806

Deferred taxes

(25,759)

(6,208)

Other

3,279

5,210

Change in assets and liabilities:

Accounts receivable

42,636

(13,335)

Income taxes receivable

(18,617)

7,722

Prepaid expenses and other assets

(10,228)

(11,955)

Restaurant food liability

(16,111)

3,247

Accounts payable

(5,371)

(50)

Accrued payroll

13,888

4,366

Other accruals

93,285

20,088

Net cash provided by operating activities

155,462

156,004

CASH FLOWS FROM INVESTING ACTIVITIES

Purchases of investments

(87,260)

(49,506)

Proceeds from maturity of investments

75,350

31,736

Capitalized website and development costs

(43,532)

(35,068)

Purchases of property and equipment

(53,232)

(42,702)

Acquisition of other intangible assets

(510)

(8,889)

Acquisitions of businesses, net of cash acquired

127

Other cash flows from investing activities

(525)

(250)

Net cash used in investing activities

(109,709)

(104,552)

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

(23,561)

(20,503)

Proceeds from exercise of stock options

7,484

4,040

Payments for debt issuance costs

(89)

(9,136)

Other cash flows from financing activities

(1,063)

Net cash provided by (used in) financing activities

(17,229)

132,088

Net change in cash, cash equivalents, and restricted cash

28,524

183,540

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

(217)

(293)

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

$

407,902

$

399,049

SUPPLEMENTAL DISCLOSURE OF NON-CASH ITEMS

Cash paid for income taxes

$

136

$

567

 

GRUBHUB INC.
NON-GAAP FINANCIAL MEASURES RECONCILIATION
(in thousands, except per share and per order data)

Three Months Ended
September 30,

Nine Months Ended
September 30,

2020

2019

2020

2019

Net income (loss)

$

(9,238)

$

1,010

$

(88,076)

$

9,152

Income taxes

(12,869)

(3,447)

(43,746)

(4,911)

Interest expense, net

6,979

6,025

20,175

14,304

Depreciation and amortization

36,556

30,649

104,476

82,961

EBITDA

21,428

34,237

(7,171)

101,506

Merger, acquisition, restructuring and certain
legal costs

1,518

1,312

23,210

3,139

Stock-based compensation

20,839

18,279

62,060

54,806

Adjusted EBITDA

$

43,785

$

53,828

$

78,099

$

159,451

Net income (loss) per order

$

(0.15)

$

0.02

$

(0.53)

$

0.07

Adjusted EBITDA per order

$

0.71

$

1.28

$

0.47

$

1.19

Three Months Ended
September 30,

Nine Months Ended
September 30,

2020

2019

2020

2019

Net income (loss)

$

(9,238)

$

1,010

$

(88,076)

$

9,152

Stock-based compensation

20,839

18,279

62,060

54,806

Amortization of acquired intangible assets

11,268

13,575

35,440

37,345

Merger, acquisition, restructuring and certain legal costs

1,518

1,312

23,210

3,139

Income tax adjustments

(9,227)

(9,510)

(33,437)

(26,967)

Non-GAAP income (loss)

$

15,160

$

24,666

$

(803)

$

77,475

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

94,575

92,847

92,135

92,850

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

$

0.16

$

0.27

$

(0.01)

$

0.83

Grubhub To Announce Third Quarter 2020 Financial Results On Oct. 28, 2020

CHICAGO, Oct. 14, 2020 /PRNewswire/ — Grubhub Inc. (NYSE: GRUB), a leading online and mobile food-ordering and delivery marketplace, today announced it will release its third quarter financial results on Wednesday, Oct. 28, 2020, after the market close. Due to the pending acquisition by Just Eat Takeaway.com, Grubhub does not plan to host a conference call to discuss its third quarter results.

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 27 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 more than 225,000 of these restaurants in over 4,000 U.S. cities. The Grubhub portfolio of brands includes Grubhub, Seamless, LevelUp, AllMenus and MenuPages.

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