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

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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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Grubhub Reports Second Quarter 2020 Results

Grubhub provides $100 million of support to restaurants and delivery partners in the second quarter

CHICAGO, July 30, 2020 /PRNewswire/ — Grubhub Inc. (NYSE: GRUB), a leading online and mobile food-ordering and delivery marketplace, today announced financial results for the second quarter ended June 30, 2020 and also posted a letter to shareholders on its investor relations website. The Company reported revenues of $459 million, which is a 41% year-over-year increase from $325 million in the same period last year. Gross Food Sales grew 59% year over year to $2.3 billion, up from $1.5 billion in the same period last year.

“Our singular focus for the second quarter was to support our restaurant partners as much as possible in their time of need. With a little help from increased demand, we are proud to announce we were able to spend approximately $100 million supporting and keeping restaurants, drivers and diners safe during these difficult times,” said Matt Maloney, Grubhub founder and CEO. “In June, we announced our acquisition by Just Eat Takeaway.com which will create the largest and only profitable online food marketplace outside of China. We are excited to join forces with a team that has demonstrated it can grow this business sustainably on a global basis and who is also focused on capturing a disproportionate share of the profitable growth in the U.S. going forward.”

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

Second Quarter Financial Highlights

  • Revenues: $459.3 million, a 41% year-over-year increase from $325.1 million in the second quarter of 2019.
  • Net Income (Loss): $(45.4) million, or $(0.49) per diluted share, a decrease from $1.3 million, or $0.01 per diluted share, in the second quarter of 2019.
  • Non-GAAP Adjusted EBITDA: $13.3 million, a 76% year-over-year decrease from $54.7 million in the second quarter of 2019.
  • Non-GAAP Net Income (Loss): $(15.9) million, or $(0.17) per diluted share, a decrease from $24.9 million, or $0.27 per diluted share, in the second quarter of 2019.

Second Quarter Key Business Metrics Highlights1

  • Active Diners: 27.5 million, a 35% year-over-year increase from 20.3 million Active Diners in the second quarter of 2019.
  • Daily Average Grubs (DAGs): 647,100, a 32% year-over-year increase from 488,900 DAGs in the second quarter of 2019.
  • Gross Food Sales: $2.3 billion, a 59% year-over-year increase from $1.5 billion in the second quarter of 2019.

“The strong trends we observed in April persisted throughout the quarter with year-over-year DAG growth accelerating each month,” said Adam DeWitt, Grubhub President and CFO. “With that strength continuing in July, it is becoming more clear that the current environment has advanced the secular shift toward online food ordering. We remain confident that focusing on restaurant supply and diner loyalty will enable us to keep growing in a sustainable and profitable manner.”

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 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.

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 regulatory approvals and meet other closing conditions to the proposed merger on a timely basis or at all, including the risk that regulatory approvals required for the proposed merger are not obtained on a timely basis or at all or are obtained subject to conditions that are not anticipated or that could adversely affect the combined company or the expected benefits of the proposed merger; the ability to obtain approval by Grubhub stockholders and Just Eat Takeaway.com shareholders 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 www.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, www.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 www.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.

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

GRUBHUB INC.

STATEMENTS OF OPERATIONS

(in thousands, except per share data)

Three Months Ended
June 30,

Six Months Ended
June 30,

2020

2019

2020

2019

Revenues

$

459,282

$

325,058

$

822,262

$

648,828

Costs and expenses:

Operations and support

318,867

162,406

533,428

323,756

Sales and marketing

94,004

74,128

184,746

152,582

Technology (exclusive of amortization)

30,228

29,400

61,501

56,650

General and administrative

32,237

25,784

71,186

48,571

Depreciation and amortization

34,557

27,223

67,920

52,312

Total costs and expenses

509,893

318,941

918,781

633,871

Income (loss) from operations

(50,611)

6,117

(96,519)

14,957

Interest expense – net

6,816

5,467

13,196

8,279

Income (loss) before provision for income taxes

(57,427)

650

(109,715)

6,678

Income tax benefit

(12,016)

(602)

(30,877)

(1,464)

Net income (loss) attributable to common stockholders

$

(45,411)

$

1,252

$

(78,838)

$

8,142

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

Basic

$

(0.49)

$

0.01

$

(0.86)

$

0.09

Diluted

$

(0.49)

$

0.01

$

(0.86)

$

0.09

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

Basic

92,116

91,177

91,954

91,064

Diluted

92,116

92,786

91,954

92,852

 

KEY BUSINESS METRICS

Three Months Ended
June 30,

Six Months Ended
June 30,

2020

2019

2020

2019

Active Diners (000s)

27,475

20,288

27,475

20,288

Daily Average Grubs

647,100

488,900

581,700

504,900

Gross Food Sales (millions)

$

2,325

$

1,459

$

3,955

$

2,962

 

GRUBHUB INC.

CONSOLIDATED BALANCE SHEETS

(in thousands, except share data)

June 30, 2020

December 31,   2019

ASSETS

CURRENT ASSETS:

Cash and cash equivalents

$

484,760

$

375,909

Short-term investments

48,616

49,275

Accounts receivable, less allowances for doubtful accounts

75,726

119,658

Income tax receivable

19,390

3,960

Prepaid expenses and other current assets

18,721

17,515

Total current assets

647,213

566,317

PROPERTY AND EQUIPMENT:

Property and equipment, net of depreciation and amortization

212,772

172,744

OTHER ASSETS:

Other assets

36,836

26,836

Operating lease right-of-use asset

99,058

100,632

Goodwill

1,007,968

1,007,968

Acquired intangible assets, net of amortization

476,309

500,481

Total other assets

1,620,171

1,635,917

TOTAL ASSETS

$

2,480,156

$

2,374,978

LIABILITIES AND STOCKHOLDERS’ EQUITY

CURRENT LIABILITIES:

Restaurant food liability

$

206,306

$

131,753

Accounts payable

24,508

26,748

Accrued payroll

34,166

19,982

Current operating lease liability

16,642

9,376

Other accruals

124,555

61,504

Total current liabilities

406,177

249,363

LONG-TERM LIABILITIES:

Deferred taxes, non-current

11,607

27,163

Noncurrent operating lease liability

110,193

111,056

Long-term debt

493,475

493,009

Other accruals

4,152

817

Total long-term liabilities

619,427

632,045

STOCKHOLDERS’ EQUITY:

Common stock, $0.0001 par value

9

9

Accumulated other comprehensive loss

(2,330)

(1,628)

Additional paid-in capital

1,204,922

1,164,400

Retained earnings

251,951

330,789

Total Stockholders’ Equity

$

1,454,552

$

1,493,570

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

$

2,480,156

$

2,374,978

 

GRUBHUB INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

Six Months Ended June 30,

2020

2019

CASH FLOWS FROM OPERATING ACTIVITIES

Net income (loss)

$

(78,838)

$

8,142

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

Depreciation

18,820

13,626

Amortization of intangible assets and developed software

49,100

38,686

Stock-based compensation

41,221

36,527

Deferred taxes

(15,556)

298

Other

2,548

3,240

Change in assets and liabilities:

Accounts receivable

43,390

(13,349)

Income taxes receivable

(15,429)

429

Prepaid expenses and other assets

(5,476)

(14,857)

Restaurant food liability

74,612

(3,078)

Accounts payable

547

(10,216)

Accrued payroll

14,190

3,122

Other accruals

61,732

7,219

Net cash provided by operating activities

190,861

69,789

CASH FLOWS FROM INVESTING ACTIVITIES

Purchases of investments

(56,554)

(25,526)

Proceeds from maturity of investments

57,500

21,636

Capitalized website and development costs

(29,269)

(22,188)

Purchases of property and equipment

(41,800)

(23,140)

Acquisition of other intangible assets

(510)

(8,889)

Acquisitions of businesses, net of cash acquired

127

Other cash flows from investing activities

(525)

Net cash used in investing activities

(71,158)

(57,980)

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

(14,240)

(15,360)

Proceeds from exercise of stock options

3,667

2,930

Payments for debt issuance costs

(259)

(8,954)

Other cash flows from financing activities

(454)

Net cash provided by (used in) financing activities

(11,286)

136,303

Net change in cash, cash equivalents, and restricted cash

108,417

148,112

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

(651)

(2)

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

$

487,361

$

363,912

SUPPLEMENTAL DISCLOSURE OF NON-CASH ITEMS

Cash paid for income taxes

$

$

567

 

GRUBHUB INC.

NON-GAAP FINANCIAL MEASURES RECONCILIATION

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

Three Months Ended
June 30,

Six Months Ended
June 30,

2020

2019

2020

2019

Net income (loss)

$

(45,411)

$

1,252

$

(78,838)

$

8,142

Income taxes

(12,016)

(602)

(30,877)

(1,464)

Interest expense – net

6,816

5,467

2

13,196

8,279

2

Depreciation and amortization

34,557

27,223

67,920

52,312

EBITDA

(16,054)

33,340

(28,599)

67,269

Merger, acquisition, restructuring and certain
legal costs

8,316

1,341

21,692

1,827

Stock-based compensation

21,036

20,049

3

41,221

36,527

3

Adjusted EBITDA

$

13,298

$

54,730

$

34,314

$

105,623

Net income (loss) per order

$

(0.77)

$

0.03

$

(0.74)

$

0.09

Adjusted EBITDA per order

$

0.23

$

1.23

$

0.32

$

1.16

Three Months Ended
June 30,

Six Months Ended
June 30,

2020

2019

2020

2019

Net income (loss)

$

(45,411)

$

1,252

$

(78,838)

$

8,142

Stock-based compensation

21,036

20,049

3

41,221

36,527

3 

Amortization of acquired intangible assets

11,487

11,828

24,172

23,770

Merger, acquisition, restructuring and certain
legal costs

8,316

1,341

21,692

1,827

Income tax adjustments

(11,354)

(9,595)

(24,210)

(17,457)

Non-GAAP income (loss)

$

(15,926)

$

24,875

$

(15,963)

$

52,809

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

92,116

92,786

91,954

92,852

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

$

(0.17)

$

0.27

$

(0.17)

$

0.57

2

Interest expense for the three and six months ended June 30, 2019 included $1.8 million and $1.9 million, respectively, of expense for the write-off of unamortized debt issuance costs in February and June of 2019.

3

Stock-based compensation for the three and six months ended June 30, 2019 included $1.6 million of expense related to the accelerated vesting of equity awards to a terminated acquired employee.

 

Grubhub To Announce Second Quarter 2020 Financial Results On July 30, 2020

CHICAGO, July 23, 2020 /PRNewswire/ — Grubhub Inc. (NYSE: GRUB), a leading online and mobile food-ordering and delivery marketplace, today announced it will release its second quarter financial results on Thursday, July 30, 2020, before the market open. Due to the pending acquisition by Just Eat Takeaway.com, Grubhub does not plan to host a conference call to discuss its second 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 24 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 nearly 300,000 restaurants and is proud to partner with more than 200,000 of these restaurants in over 4,000 U.S. cities. The Grubhub portfolio of brands includes Grubhub, Seamless, LevelUp, AllMenus and MenuPages.

GrubHub Logo

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Grubhub Reports First Quarter 2020 Results

Grubhub generates 12% revenue growth in the first quarter

CHICAGO, May 6, 2020 /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, 2020 and also posted a letter to shareholders on its investor relations website. The Company reported revenues of $363 million, which is a 12% year-over-year increase from $324 million in the same period last year. Gross Food Sales grew 8% year-over-year to $1.6 billion, up from $1.5 billion in the same period last year.

“The restaurant industry is facing enormous challenges in light of the difficult, but necessary, steps taken to keep us safe as we fight COVID-19,” said Matt Maloney, Grubhub founder and CEO. “Grubhub is using nearly all of our profits in the second quarter to generate as many additional orders for our restaurant partners as possible. We hope that the darkest days are behind our restaurant partners and they can start focusing on the recovery.”

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

First Quarter Financial Highlights

  • Revenues: $363.0 million, a 12% year-over-year increase from $323.8 million in the first quarter of 2019.
  • Net Income (Loss): $(33.4) million, or $(0.36) per diluted share, a decrease from $6.9 million, or $0.07 per diluted share, in the first quarter of 2019.
  • Non-GAAP Adjusted EBITDA: $21.0 million, a 59% year-over-year decrease from $50.9 million in the first quarter of 2019.
  • Non-GAAP Net Income (Loss): $(37) thousand, or $(0.00) per diluted share, a decrease from $27.9 million, or $0.30 per diluted share, in the first quarter of 2019.

First Quarter Key Business Metrics Highlights1

  • Active Diners: 23.9 million, a 24% year-over-year increase from 19.3 million Active Diners in the first quarter of 2019.
  • Daily Average Grubs (DAGs): 516,300, a 1% year-over-year decrease from 521,000 DAGs in the first quarter of 2019.
  • Gross Food Sales: $1.6 billion, an 8% year-over-year increase from $1.5 billion in the first quarter of 2019.

“COVID-19 has driven a significant uptick in new diners and orders from existing users as most restaurant dining rooms have been temporarily closed nationwide,” said Adam DeWitt, Grubhub president and CFO. “At current volume trends, we could be generating meaningful Adjusted EBITDA in the second quarter. But as Matt highlighted, we believe the absolute best use of our cash is to support our restaurants, their employees, our drivers and the entire takeout ecosystem through this crisis, by generating as many orders as possible while funding extra safety measures for restaurants, drivers and diners. We hope that these additional sales help make a difference to our partners in this time of crisis.”

Second Quarter 2020 Guidance
Based on information available as of May 6, 2020, the Company is providing the following financial guidance for the second quarter of 2020.

Second Quarter 2020

(in millions)

Expected Adjusted EBITDA

$5

First Quarter 2020 Financial Results Conference Call
Grubhub will webcast a conference call tomorrow at 8:00 a.m. CT to discuss the first quarter 2020 financial results. The webcast can be accessed on the Grubhub Investor Relations website at https://investors.grubhub.com, along with the Company’s letter to shareholders, earnings press release and financial tables. A replay of the webcast will be available on the same website.

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 24 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 200,000 of these restaurants in over 4,000 U.S. cities and London. The Grubhub portfolio of brands includes Grubhub, Seamless, LevelUp, AllMenus and MenuPages.

Use of Forward Looking Statements
This press release contains “forward-looking statements” regarding Grubhub, “the Company’s” or our management’s future expectations, beliefs, intentions, goals, strategies, plans and prospects, which 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 including, but not limited to, achievement of the benefits of our planned additional investments, to differ materially from future results expressed or implied by such forward-looking statements. Forward-looking statements generally relate to future events or our future financial or operating performance and include, without limitation, statements relating to the potential impact of the COVID-19 outbreak on our 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 our best prediction at the time they are made, you should not rely upon them. Forward-looking statements represent our management’s beliefs and assumptions only as of May 6, 2020, unless otherwise indicated, and there is no implication that the information contained in this press release is made subsequent to such date. For additional information concerning factors that could affect our financial results or cause actual results to differ materially from those expressed or implied in the forward-looking statements, please refer to the cautionary statements included in our filings with the Securities and Exchange Commission (the “SEC”), including the “Risk Factors” section of our Annual Report on Form 10-K filed with the SEC on February 28, 2020 and our Quarterly Reports on Form 10-Q and any further disclosures we make in our Current Reports on Form 8-K. Our SEC filings are available electronically on our investor website at investors.grubhub.com or the SEC’s website at www.sec.gov. Except as required by law, we assume no obligation to update these forward-looking statements or this press release, or to update, supplement or correct the information set forth in the press release 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.

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 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 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.

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

GRUBHUB INC.

STATEMENTS OF OPERATIONS

(in thousands, except per share data)

Three Months Ended
March 31,

2020

2019

Revenues

$

362,980

$

323,770

Costs and expenses:

Operations and support

214,561

161,350

Sales and marketing

90,742

78,454

Technology (exclusive of amortization)

31,273

27,250

General and administrative

38,949

22,787

Depreciation and amortization

33,363

25,089

Total costs and expenses

408,888

314,930

Income (loss) from operations

(45,908)

8,840

Interest expense – net

6,380

2,812

Income (loss) before provision for income taxes

(52,288)

6,028

Income tax benefit

(18,861)

(862)

Net income (loss) attributable to common stockholders

$

(33,427)

$

6,890

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

Basic

$

(0.36)

$

0.08

Diluted

$

(0.36)

$

0.07

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

Basic

91,793

90,951

Diluted

91,793

92,918

 

KEY BUSINESS METRICS

Three Months Ended
March 31,

2020

2019

Active Diners (000s)

23,892

19,286

Daily Average Grubs

516,300

521,000

Gross Food Sales (millions)

$

1,630

$

1,502

 

GRUBHUB INC.

CONSOLIDATED BALANCE SHEETS

(in thousands, except share data)

March 31, 2020

December 31,   2019

ASSETS

CURRENT ASSETS:

Cash and cash equivalents

$

560,708

$

375,909

Short-term investments

36,359

49,275

Accounts receivable, less allowances for doubtful accounts

135,661

119,658

Income tax receivable

20,271

3,960

Prepaid expenses and other current assets

18,051

17,515

Total current assets

771,050

566,317

PROPERTY AND EQUIPMENT:

Property and equipment, net of depreciation and amortization

189,050

172,744

OTHER ASSETS:

Other assets

32,154

26,836

Operating lease right-of-use asset

101,758

100,632

Goodwill

1,007,968

1,007,968

Acquired intangible assets, net of amortization

487,797

500,481

Total other assets

1,629,677

1,635,917

TOTAL ASSETS

$

2,589,777

$

2,374,978

LIABILITIES AND STOCKHOLDERS’ EQUITY

CURRENT LIABILITIES:

Restaurant food liability

$

152,551

$

131,753

Accounts payable

29,317

26,748

Accrued payroll

24,255

19,982

Current operating lease liability

11,999

9,376

Other accruals

87,438

61,504

Total current liabilities

305,560

249,363

LONG-TERM LIABILITIES:

Deferred taxes, non-current

24,438

27,163

Noncurrent operating lease liability

112,863

111,056

Long-term debt

668,242

493,009

Other accruals

817

817

Total long-term liabilities

806,360

632,045

STOCKHOLDERS’ EQUITY:

Common stock, $0.0001 par value

9

9

Accumulated other comprehensive loss

(2,271)

(1,628)

Additional paid-in capital

1,182,757

1,164,400

Retained earnings

297,362

330,789

Total Stockholders’ Equity

$

1,477,857

$

1,493,570

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

$

2,589,777

$

2,374,978

 

GRUBHUB INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

Three Months Ended
March 31,

2020

2019

CASH FLOWS FROM OPERATING ACTIVITIES

Net income (loss)

$

(33,427)

$

6,890

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

Depreciation

8,658

6,193

Amortization of intangible assets and developed software

24,705

18,896

Stock-based compensation

20,185

16,478

Deferred taxes

(2,725)

(986)

Other

3,479

735

Change in assets and liabilities, net of the effects of business acquisitions:

Accounts receivable

(18,333)

(30,391)

Income taxes receivable

(16,311)

(916)

Prepaid expenses and other assets

(4,602)

(10,666)

Restaurant food liability

20,857

13,099

Accounts payable

4,678

(18,644)

Accrued payroll

4,277

411

Other accruals

26,085

12,845

Net cash provided by operating activities

37,526

13,944

CASH FLOWS FROM INVESTING ACTIVITIES

Purchases of investments

(19,790)

(12,160)

Proceeds from maturity of investments

32,900

11,636

Capitalized website and development costs

(14,243)

(10,692)

Purchases of property and equipment

(19,678)

(8,018)

Acquisition of other intangible assets

(510)

(5,379)

Acquisitions of businesses, net of cash acquired

127

Other cash flows from investing activities

(250)

Net cash used in investing activities

(21,571)

(24,486)

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

(8,051)

(9,966)

Proceeds from exercise of stock options

1,414

2,424

Repayments of borrowings under the credit facility

(2,031)

Payments for debt issuance costs

(1,647)

Net cash provided by (used in) financing activities

168,363

(11,220)

Net change in cash, cash equivalents, and restricted cash

184,318

(21,762)

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

(600)

232

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

379,594

215,802

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

$

563,312

$

194,272

SUPPLEMENTAL DISCLOSURE OF NON-CASH ITEMS

Cash paid for income taxes

$

$

351

 

GRUBHUB INC.

NON-GAAP FINANCIAL MEASURES RECONCILIATION

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

Three Months Ended
March 31,

2020

2019

Net income (loss)

$

(33,427)

$

6,890

Income taxes

(18,861)

(862)

Interest expense – net

6,380

2,812

Depreciation and amortization

33,363

25,089

EBITDA

(12,545)

33,929

Acquisition, restructuring and certain legal costs

13,376

486

Stock-based compensation

20,185

16,478

Adjusted EBITDA

$

21,016

$

50,893

Net income (loss) per order

$

(0.71)

$

0.15

Adjusted EBITDA per order

$

0.45

$

1.09

Three Months Ended
March 31,

2020

2019

Net income (loss)

$

(33,427)

$

6,890

Stock-based compensation

20,185

16,478

Amortization of acquired intangible assets

12,685

11,942

Acquisition, restructuring and certain legal costs

13,376

486

Income tax adjustments

(12,856)

(7,862)

Non-GAAP income (loss)

$

(37)

$

27,934

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

91,793

92,918

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

$

(0.00)

$

0.30

Guidance

Three Months Ended
June 30, 2020

(in millions)

Net loss

$

(42)

Income taxes

(16)

Interest expense – net

7

Depreciation and amortization

34

EBITDA

(17)

Acquisition, restructuring and certain legal costs

Stock-based compensation

22

Adjusted EBITDA

$

5

 

Grubhub Provides Business Update And Timing Of First Quarter 2020 Earnings Announcement

CHICAGO, April 13, 2020 /PRNewswire/ — Grubhub Inc. (NYSE: GRUB), a leading online and mobile food-ordering and delivery marketplace, today announced it will release first quarter 2020 earnings results after the market close on Wednesday, May 6, 2020, followed by a conference call to discuss its results on Thursday, May 7, 2020, at 8:00 a.m. CT.

The company also today provided a brief business update due to the extraordinary circumstances stemming from the COVID-19 pandemic.

Business Update

During these unprecedented times, our priority is the health, safety and sustainability of our community – the drivers, restaurants and diners who make up our marketplace and our approximately 2,800 Grubhub employees. We have responded quickly to the crisis by launching a number of initiatives to support restaurants, drivers and diners; our focus is on driving as much business as we can to our restaurant partners while dining rooms remain closed.  And we will continue to support the local communities and restaurants that are struggling during this uncertain and difficult period.

For the first quarter of 2020, we expect our revenue and adjusted EBITDA to be slightly above the midpoints of the guidance we issued on February 5, 2020. While the business was trending at or above the high end of our guidance range for the first 10 weeks of the quarter, like most businesses, we experienced a swift change in customer behavior in the middle of March when the pandemic took hold across the country.

Initially, we observed a decrease in orders across our entire business as the news upended typical routines and there was considerable uncertainty about what day-to-day life would be like. In particular, our corporate business, which accounted for a mid-single digit percentage of our orders in the fourth quarter, was dramatically impacted in mid-March as virtually all of our corporate clients shifted to work-from-home models.

In New York City our consumer business was affected more than in other metro areas due to the severity of the COVID-19 impact in that market. We believe this is due to a number of factors, including New York City residents choosing to temporarily leave the city and/or cooking at home more often, as well as more local restaurants deciding to pause operations because of the temporary drop in demand. As a result of all of these factors, our first quarter DAGs ended up flattish compared to the first quarter of 2019.

Exiting the first quarter and in the beginning of the second quarter, we have seen trends improve significantly – so far in April our overall year-over-year DAG growth has been approximately 10%. In markets less affected by the outbreak, diner ordering has returned to, and in many cases exceeded, our pre-COVID-19 expectations. We are also seeing record numbers of new diners and new restaurants on the platform. In markets more affected, New York in particular, we have seen a stabilization in consumer orders, and even some improvement from the low points observed in March, but New York orders remain below pre-COVID volumes. We will discuss these dynamics in more detail during earnings, but we believe what we are now observing on both the positive and negative side, including corporate, is ephemeral, and we expect to see a return to more typical behavior when the COVID-19 impact on daily life wanes.

In this difficult and uncertain environment, we believe Grubhub has a clear responsibility to help restaurants and all working individuals in our ecosystem. We further believe the absolute best way we can support our industry is by driving as much demand as possible to local restaurants, which in turn has significant downstream benefits for restaurant workers, restaurant suppliers, our drivers and countless others in the value chain.

While we are confident we could generate meaningful profits in the second quarter that would keep us comfortably on the previously announced path to deliver at least $100 million of Adjusted EBITDA in 2020, we are instead planning to reinvest most of the profits we expect to generate during the second quarter into programs that directly drive more business to our restaurant partners. We anticipate this enhanced support will take several forms, including numerous Grubhub-funded diner promotions, reduced or eliminated diner delivery fees, platform improvements and products and procedures to help keep drivers, diners and restaurant workers safe.

As a result, we plan to intentionally manage the business to approximately $5 million of Adjusted EBITDA in the second quarter to continue to support our ecosystem. To be clear, this is a completely discretionary short-term business decision designed to support our industry. We are proud that our consistent profitability, highly variable cost structure and strong balance sheet afford us ample liquidity (approximately $600 million as of March 31, including $175 million we added from our revolver) and flexibility during times like these.

We are confident that our ability to manage our business profitably while competing aggressively has not changed, but because of the uncertainty surrounding the timing of when and how the COVID-19 outbreak will resolve, we believe it’s prudent to withdraw our full year 2020 revenue and EBITDA guidance.

When business and social conditions normalize, we expect to return Grubhub to the growth and profit trajectory we were on before COVID-19 – which was at the high end of our expectations laid out over the last couple of quarters. We remain bullish on our industry and our long-term competitive strategy.

Stay safe, and we look forward to providing you with a more comprehensive update on the business in early May.

Matt Maloney, Founder and CEO
Adam DeWitt, President and CFO

First Quarter Earnings Call
Grubhub will release first quarter 2020 earnings results after the market close on Wednesday, May 6, 2020, followed by a conference call to discuss its results on Thursday, May 7, 2020, at 8:00 a.m. CT.  Founder & CEO Matt Maloney and President & CFO Adam DeWitt will host the conference call.

The live webcast of the conference call will be available on the investor relations section of the Grubhub website at http://investors.grubhub.com. Following completion of the call, a recording of the webcast will be available on the website.

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 more than 22 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 350,000 restaurants and is proud to partner with more than 165,000 of these restaurants in over 3,200 U.S. cities and London. The Grubhub portfolio of brands includes Grubhub, Seamless, LevelUp, AllMenus and MenuPages.

Use of Forward Looking Statements
This press release contains forward-looking statements regarding Grubhub, “the Company’s” or our management’s future expectations, beliefs, intentions, goals, strategies, plans and prospects, including the expected benefits to, and financial performance of, Grubhub including its acquisitions. Such statements constitute “forward-looking statements”, which are subject to the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements involve substantial known and unknown risks, uncertainties and assumptions that could cause actual results, performance or achievements including, but not limited to, achievement of the benefits of our planned additional investments, to differ materially from any future results, performance or achievements expressed or implied by the forward-looking statements. Such risks and uncertainties include, but are not limited to, statements related to the potential impact of the COVID-19 outbreak on our business and operations, as well as the matters set forth in the filings that we make with the Securities and Exchange Commission from time to time, including those set forth in the section entitled “Risk Factors” in our Annual Report on Form 10-K filed on February 28, 2020, which is on file with the SEC and are available on the Investor Relations section of our website at https://investors.grubhub.com. Please also note that forward-looking statements represent management’s beliefs and assumptions only as of the date of this press release. Except as required by law, we disclaim any intention to, and undertake no obligation to, publicly update these forward-looking statements, or to update the reasons actual results could differ materially from those anticipated in the forward-looking statements, even if new information becomes available in the future.

Use of Non-GAAP Financial Measures
Adjusted EBITDA is a financial measure that is 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 acquisition, restructuring and certain legal costs, income taxes, net interest expense, depreciation and amortization and stock-based compensation expense. We use 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 is not a measurement of our financial performance under GAAP and should not be considered as an alternative to performance measures derived in accordance with GAAP.