JUST EAT plc EAT JUST Annual Report & Accounts 2015 & Accounts Report Annual JUST EAT plc Annual Report & Accounts 2015 156122_JUST EAT-COVERS.indd 1-3 07/03/2016 12:28 Five Year Summary Front cover With four stores JUST EAT operates the serving delicious fresh pan-Asian cuisine, Wiwo noodle bar was The following tables sets out a summary of selected key financial information for the business. world’s leading digital voted best takeaway in Wales for 2015. Year ended 31 December 2015 2014 2013 2012 2011 marketplace for takeaway £m £m £m £m £m Revenues 247.6 157.0 96.8 59.8 33.8 Underlying EBITDA 59.7 32.6 14.1 2.3 0.1 food delivery. Profit/(loss) before tax 34.6 57.4 10.2 (2.6) (1.7) Net profit/(loss) for the year 23.0 51.8 6.8 (4.5) (1.2) Adjusted basic earnings/(loss) per share (pence) 6.6 4.2 1.4 (0.3) (0.0) Net cash from operating activities 74.2 38.1 19.2 10.1 4.9 Net cash used in investing activities (465.5) (19.3) (7.7) (3.1) (14.5) Our mission is to Net cash from financing activities 425.1 84.2 – 35.1 12.6 Net increase in cash and cash equivalents 33.8 103.0 11.5 42.1 3.0 empower consumers As at 31 December 2015 2014 2013 2012 2011 £m £m £m £m £m to love their takeaway Net assets 625.9 183.8 53.6 46.5 18.2 Net cash and cash equivalents 192.7 164.1 61.6 50.0 7.9 experience. The following tables sets out a summary of selected key performance indicators for the business. Year ended 31 December 2015 2014 2013 2012 2011 Orders (millions) 96.2 61.2 40.2 25.3 13.9 ARPO (£) 2.35 2.29 2.11 2.00 1.97 As at 31 December 2015 2014 2013 2012 2011 Number of Active Users (millions) 13.4 8.1 5.9 4.1 2.4 Takeaway restaurants (‘000) 61.5 45.7 36.4 29.9 17.0 Contents Strategic Report Corporate Governance 75 Consolidated Cash Flow Statement 1 Financial Highlights 34 Corporate Governance Report 76 Notes to the Consolidated 2 Chairman’s Statement 36 Our Board Financial Statements 4 About Us 38 Report of the Board and 111 Company Balance Sheet 6 Our Business Model Nomination Committee 112 Company Statement of Changes 8 Market Overview 44 Report of the Audit Committee in Equity 10 CEO’s Statement 48 Report of the Remuneration 113 Company Cash Flow Statement 12 Strategic Initiatives Committee 114 Notes to the Company — Improving the Consumer Financial Statements Experience Financial Statements 116 Directors’ Report — Bringing Greater Choice 120 Glossary of Terms 66 Independent Auditor’s Report — Driving Channel Shift 122 Company Information 71 Consolidated Income Statement 18 Key Performance Indicators IBC Five Year Summary 72 Consolidated Statement of 20 CFO Update and Financial Review 28 Principal Risks and Uncertainties Other Comprehensive Income 30 Corporate Social Responsibility 73 Consolidated Balance Sheet 74 Consolidated Statement of Changes in Equity Design: MSLGROUP London Print and production: Pureprint Cover photograph: Nick Clark Board photography: Matt Leete 156122_JUST EAT-COVERS.indd 4-6 06/03/2016 19:29 Strategic Report Financial Highlights Orders* Revenues* Active Users* up 57% to up 58% to up 65% to 96.2m £247.6m 13.4m 15 96.2m 15 £247.6m 15 13.4m 14 61.2m 14 £157.0m 14 8.1m 13 40.2m 13 £96.8m 13 5.9m Underlying Underlying Net operating EBITDA* EBITDA margin cashflow up 83% to up 330 basis points to up 95% to £59.7m 24.1% £74.2m 15 £59.7m 15 24.1% 15 £74.2m 14 £32.6m 14 20.8% 14 £38.1m 13 £14.1m 13 14.6% 13 £19.2m Basic earnings Adjusted basic per share** earnings per share down 61% to up 57% to 3.8p 6.6p 15 3.8p 15 6.6p 14 9.8p 14 4.2p Read more online: 13 1.5p 13 1.4p www.just-eat.com *Highlights that are key performance indicators are detailed further on page 18. **2014 includes the impact of a one-off, non-cash book gain as detailed in note 9. 1 156122_JUST EAT-TEXT-pgs001-005.indd 1 06/03/2016 20:55 Strategic Report Chairman’s Statement These results again demonstrate the strength of the business model, our ability to deliver incremental Underlying EBITDA while still investing for growth and the continued opportunities we see in the markets in which we operate. In our first full year since IPO, this model, and the strategy it serves, has not changed. We continue to create value for shareholders by meeting the needs of restaurants and requirements of consumers, in a marketplace that continues to grow. We have enhanced our market-leading positions both organically and through ten targeted transactions over the year. Our financial performance was driven by a 65% increase in Active Users and a 57% increase in order volumes, led by a continued shift toward mobile transactions, which accounted for 66% of Group orders. Our mobile-led strategy is also benefitting our restaurant partners with the launch during the year of our partner centre App, a dedicated business management tool delivered to their mobile device. Strong governance As JUST EAT matures as a listed company, more of the values and principles that guide us are codified and publicly laid out. This process is central to the Company’s determination to do the right thing by ensuring we meet This was an excellent year for or exceed the expectations of our employees, partners JUST EAT with revenues up 58% to and stakeholders, in governance as well as in other areas. During 2015, we reviewed a number of policies and codes £247.6 million and Underlying to ensure they provide a positive and productive working EBITDA up 83% to £59.7 million. environment, rolled out an enhanced Employee Code of Conduct and publicly disclosed our carbon footprint Dr John Hughes, CBE, Hon DSc for the first time. The Board will continue to develop the Chairman Company’s broader environmental, social and governance (ESG) arrangements, explained more fully on pages 34 to 65 of this Annual Report. With respect to Board composition, we saw Henri Moissinac step down on 31 July 2015, and I would like to thank Henri for his invaluable contribution and service to the Company. Diego Oliva was appointed an Independent Non-executive Director and a member of the Company’s Audit, Nomination and Remuneration Committees on 24 September 2015, Mr Oliva’s extensive international experience in technology, digital marketing and mobile sectors will be a great asset to JUST EAT. 2 156122_JUST EAT-TEXT-pgs001-005.indd 2 06/03/2016 20:55 Strategic Report As discussed in the Company’s We have continued to improve our Orders prospectus from the IPO, two market share, most recently through financial sponsor shareholder the strategic acquisition of four appointed directors, Benjamin Holmes businesses announced in February and Michael Risman, are planning 2016. These acquisitions are consistent 96.2m to step down from the Board between with our strategy to build and reinforce announcement of the Company’s leadership positions in markets of up 57% annual results and its 2016 Annual scale. Nonetheless, the majority of the General Meeting (“AGM”), and will not markets that we operate in remain 15 96.2m present themselves for reappointment underpenetrated, offering significant 14 61.2m at the AGM. On behalf of the Board, opportunity to continue shifting 13 40.2m I would like to offer my warmest consumers to ordering online and thanks to both Ben and Michael especially via our Apps. The strength for their sound advice and major of our brands and technology, along contributions to the Company over with our ability to innovate, will drive Revenues the period of their involvement. As a our prospects in our core marketplace result of these proposed changes, the as well as opening adjacent markets, number of Board members will reduce, where we see additional opportunity although a search is underway to add for incremental revenues and profit. £247.6m a further Independent Non-executive Director, to bring the Board to full up 58% compliance with the UK Corporate 15 £247.6m Governance Code in every regard. 14 £157.0m An outstanding team 13 £96.8m JUST EAT’s Executive management team was further strengthened this Dr John Hughes, CBE, Hon DSc year in line with our ambitions to Chairman bring in the additional capabilities Underlying we need to take full advantage of the opportunities ahead of us. EBITDA On behalf of the Board, I would like to thank all of the JUST EAT team for their hard work and contribution £59.7m to our continued success under David’s leadership. up 83% Looking ahead 15 £59.7m JUST EAT has much opportunity to 14 £32.6m continue growing: by finding and 13 £14.1m creating opportunities to maximise the benefits for our consumers, restaurant partners and employees, and in the process to create further shareholder value. Read more from David Buttress, our CEO: Page 10 3 156122_JUST EAT-TEXT-pgs001-005.indd 3 06/03/2016 20:55 Strategic Report About Us At JUST EAT, we Success-based revenue model It is important to JUST EAT that We have a simple, scalable, success- when restaurants join the JUST operate the world’s based revenue model. Order-driven EAT platform they make a conscious leading digital revenues account for 91% of Group decision to treat orders sent to them revenues (2014: 89%), comprising through our platforms with at least marketplace for commission paid by the TR on the same care and attention as their takeaway food delivery, successfully transmitted orders and other orders.