JUST EAT Plc JUST EAT & Accounts Report Annual 2014
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JUST EAT plc JUST EAT & Accounts Report Annual 2014 JUST EAT plc Annual Report & Accounts 2014 JUST EAT operates the world’s leading online and mobile marketplace for takeaway food. Our mission is to empower consumers to love their takeaway experience. Contents Strategic Report Financial Statements 1 2014 Highlights 81 Independent Auditors’ Report 2 At a Glance 86 Consolidated Income Statement 4 Strategic Summary 87 Consolidated Statement of 6 Chairman’s Statement Other Comprehensive Income 8 CEO’s Statement 88 Consolidated Balance Sheet 10 History & Development 89 Consolidated Statement of Changes in Equity 12 Market Overview 90 Consolidated Cash Flow Statement 14 Our Business Model 91 Notes to Consolidated Financial Statements 18 Strategic Initiatives 138 Company Balance Sheet 24 Our People 139 Company Reconciliation of Movements 25 Disciplined Approach to M&A in Shareholders’ Funds 26 Key Performance Indicators 140 Notes to the Company Financial Statements 28 CFO Update and Financial Review 146 Directors’ Report 36 Principal Risks and Uncertainties 150 Four Year Summary 40 Corporate Social Responsibility 151 Glossary of Terms 153 Company Information Corporate Governance 42 Corporate Governance Report 44 Our Board 46 Report of the Board and Nomination Committee 52 Report of the Audit Committee 58 Report of the Remuneration Committee Strategic Corporate Financial Report Governance Statements 2014 Highlights Welcome to our first Annual Report as a plc. In 2014, our platforms processed transactions with a food value of over £1 billion (2013: £0.7 billion) for our restaurant partners. Orders* up 52% to Revenue* up 62% to Active Users* up 37% to 61.2M £157.0 M 8.1M 141 61.2m 141 £157.0m 14 8.1m 13 40.2m 13 £96.8m 13 5.9m 12 25.3m 12 £59.8m 12 4.1m 11 13.9m 11 £33.8m 11 2.4m Underlying EBITDA* Underlying EBITDA margin Operating cash flow is 117% of underlying EBITDA up 131% to up 43% to £32.6M 20.8% £38.1M 141 £32.6m 14 20.8% 141 £38.1m 13 £14.1m 13 14.6% 13 £19.2m 12 £2.3m 12 3.8% 12 £10.1m 11 £0.1m 11 0.3% 11 £4.9m Basic earnings/(loss) per share Adjusted basic earnings/(loss) up 553% to per share up 200% to 9.8P 4.2P 141 9.8p 141 4.2p 13 1.5p 13 1.4p 12 (0.9)p 12 (0.3)p 11 (0.2)p 11 0.0p We have refreshed our brand with the launch of our #minifistpump campaign. www.just-eat.com * Highlights that are Key performance indicators as detailed further on page 26. www.just-eat.com 1 Strategic Corporate Financial Report Governance Statements At a Glance What we do We want to give consumers better information and more choice. At JUST EAT, we operate the world’s leading online and mobile With the huge range of cuisines we offer through the 45,700 marketplace for takeaway food, providing consumers with an contracted restaurant partners on our platforms, supported by easy and secure way to order and pay for food from local over seven million reviews, consumers can make more informed takeaway restaurants. Takeaway restaurants who join the choices than ever, whether ordering through online, mobile JUST EAT platform have their menu made accessible to online and apps. consumers. These consumers search for local restaurants using their postcode and any cuisine preference. We transmit the Where we are details of their order to the takeaway restaurants via proprietary Since the first JUST EAT website was launched in Denmark in Just Connect Terminals (“JCTs”), which restaurants use to accept 2001, we have expanded globally with operations in Belgium, orders and send confirmations to the consumer. Once prepared, Brazil, Canada, Denmark, France, Ireland, Italy, the Netherlands, the restaurant will deliver the food to the consumer, who can Norway, Spain, Switzerland and the UK. In early 2015, we choose to pay securely online at the point of ordering or cash expanded into Mexico with the acquisition of Sindelantal Mexico. upon delivery. We are market leader in the majority of our countries; a key success factor in our sector. The UK, where we are clear market We derive the vast majority (76%) of our revenue from leader, is the largest of JUST EAT’s operations in terms of commission charged to restaurants on the value of successful number of takeaway restaurants, orders and medium term orders placed. This, plus certain administration fees, typically opportunity, representing 73% of total Group revenues. related to card payments, comprise the B2C order-driven revenue that in total accounts for 89% of all revenues. The remaining Our team continues to grow with over 1,500 people now working 11% of our revenue consists of one-off connection fees paid by for JUST EAT globally. Our headquarters are in the heart of restaurants to join JUST EAT, top-placement advertising fees London, but this is very much a local business and we have and other revenues. teams on the ground in every country including dedicated in-house customer care teams. Our mission is to empower consumers to love their takeaway experience. It’s about providing breadth of selection, transparency, security and convenience. How We Generate Value Technology Scalability People Brand Our technology is making When creating, developing Our people are integral to all Consumers have the life easier for consumers and and maintaining our that we do at JUST EAT. We reassurance of ordering restaurants. The JUST EAT technology, we recognise have an outstanding central from a well-known, trusted system enables restaurants the importance of scalability. team who are responsible brand, receiving customer to efficiently manage their We invest heavily to ensure for designing, implementing, service through JUST EAT order process by reducing our platforms and apps are maintaining, supporting online support or offline communication errors that robust, flexible and secure and promoting our websites through our call centres. could be made over the enough to meet increasing and apps, as well as great Brand association helps phone and reducing the peaks of demand from local teams who lead sales, restaurants to drive scale in time spent on processing. consumers and restaurants. marketing and operational orders by enabling efficient The JUST EAT websites and functions in-country. entry to the online market. apps enable consumers to make informed choices about what food to order in a quick and convenient way. 2 JUST EAT plc Annual Report & Accounts 2014 Strategic Corporate Financial Report Governance Statements Simple, Success-Based Revenue Model 5% Connection fees revenue Restaurants pay a one-off fee to join the JUST EAT network. The pricing varies, depending on market maturity and thereafter any compulsory fees are success-based1. 13% Payment card/admin fees revenue This is a small fee typically charged when consumers choose to pay online. 76% Commission Commission is charged to restaurants on the value of successful orders placed by consumers. The rate charged varies by country, averaging 11.4% across the Group. 6% Top-placement fee and other revenue Restaurants can choose to pay for additional services such as promotional top-placement on the JUST EAT platform and can purchase low-cost branded commodity products. 1 With the exception of Denmark and France, where restaurants pay a small annual subscription fee in addition to commission and admin fees. See page 14 www.just-eat.com 3 Strategic Corporate Financial Report Governance Statements Strategic Summary Our strategy is focused on three interlinking areas for business growth: improving the consumer experience, bringing greater choice and ultimately driving channel shift. Given the strategic importance of the UK, our initiatives are first trialled and launched in this geography and then rolled out to our other countries. Set out below is a summary of our key strategic initiatives, our achievements during 2014, how we measure our progress and what risks could disrupt us from delivering on our strategic initiatives. Strategic Business See page 14 What Have We Been Principal Risks and See page 36 Key Performance Indicators See page 26 Initiatives Model Doing In 2014? Uncertainties Improving • Technology Continued innovation • Competition Number of active users Revenue • Scalability We have started developing and are trialling real-time • Culture the Consumer order tracking, which will enable consumers to track their Experience • People order through every stage from placement to delivery. • Data protection • Technology dependency 8.1M £157.0 M Better information See page 18 14 8.1m 14 £157.0m Alongside adding 2.2 million consumer reviews in 2014, we 13 5.9m 13 £96.8m have added drive distance to our Search Engine Results Page 12 4.1m 12 £59.8m (“SERP”). When using a web browser, drive distance is shown 11 2.4m 11 £33.8m next to the restaurant name and rating. On tablet devices, search results can be shown on a map view. Geo-location is now functional on the iPhone and Android apps and tablets. Bringing • Technology Technology advances • Business growth Number of restaurants Average revenue per order • Scalability Our purchase of EPOS-technology business Meal2Go, has • Competition Greater helped us develop a takeaway-focused central system of Choice • People order management to provide to our restaurant partners. • Culture Aimed predominantly at higher-volume outlets, this will • Regulation and legislation 45,700 £2.29 See page 20 help us to become more fully integrated into how those 14 45,700 14 £2.29 restaurants operate. • Technology dependency 13 36,400 13 £2.11 Coverage 12 29,900 12 £2.00 11 17,000 11 £1.97 We have expanded into the collection market and are developing our collection-specific capability on the JUST EAT platforms.