DHER Woowa Is Finally in the Numbers. So Is a Restated Two-Year-Old Accounting Error

The Deal That Took 15 Months to Close Just Started Showing Up in the Numbers

Delivery Hero's half-year report for the six months to June 30, 2021 is the first to actually show what Woowa Brothers Corp. does for the business, rather than just what it cost. Since the March 4, 2021 close - 15 months after the deal was originally signed in December 2019 - Woowa has contributed €411.4 million (16.7% of Group revenue) and driven total assets from €5.8 billion to €12.3 billion, mostly goodwill. Total Segment Revenue^» grew 138.1% to €2,682.5 million, and the adjusted EBITDA^»-to-GMV^» margin - the ratio management itself now leads with - improved from -6.2% to -2.6%. But this report also does something the two prior Delivery Hero posts on this site haven't had to flag: it restates two years of previously reported numbers. Delivery Hero discovered during H1 2021 that the share of Glovo's losses recognized under the equity method^» had been understated by €3.1 million in 2019 and €4.5 million in 2020 - small amounts individually, but a genuine correction of prior published figures, not a new accounting policy or a segment redefinition like the ones flagged in earlier posts. And the Korean divestiture the KFTC mandated back in December 2020 (see the FY2020 post) still hadn't found a buyer as of this report's authorization date - the original August 2, 2021 deadline had already required a five-month extension to January 2, 2022 by the time this report was signed.

The Prescription

Delivery Hero should keep executing the Woowa-style playbook of funding category-leadership deals with capital raised while conditions are favorable, then using the years after closing to prove out the combination - the €5.7 billion Woowa transaction, the accelerating Glovo consolidation (37.3% on a fully diluted basis as of this report), and the new March 2021 iFood joint venture in Colombia (a genuinely creative way to consolidate a competitive Latin American market without a full acquisition) are all variations on the same idea, and MENA's continued positive adjusted EBITDA margin (2.1% of GMV, its second straight positive half after H1 2020) is the proof the model eventually pays off when given enough runway.

What it should stop doing is letting the Korean divestiture drag past its own regulator-imposed deadlines without a disclosed buyer. Delivery Hero accepted the KFTC's structural remedy in December 2020 and has now missed one deadline extension already (the original August 2, 2021 date, extended to January 2, 2022) without a signed sale agreement as of this report's authorization date - the buyer consortium wasn't disclosed until August 13, 2021, as a subsequent event, over eight months after the remedy was first accepted. A regulator-mandated divestment that keeps slipping its own deadline is the kind of thing that invites exactly the kind of scrutiny Delivery Hero should be trying to avoid while it's still integrating its largest-ever acquisition (see Beyond the Usual).

Key Financial Metrics

H1 2021 vs. H1 2020 (restated), continuing operations unless noted, reported in EUR (H1 2021 also shown in USD)

FX: EUR 1 = USD 1.1857 (June 30, 2021 close, this period's actual period-end date).

Metric	H1 2021 (EUR)	H1 2021 (USD)	H1 2020 (EUR, restated)	YoY
Revenue	€2,457.3M	~$2,914.1M	€957.5M	✅ +156.7%
Total Segment Revenue (before vouchers)	€2,682.5M	~$3,181.1M	€1,126.8M	✅ +138.1%
Gross profit	€546.3M	~$647.9M	€167.2M	✅ >+100%, margin rose to 22.2% from 17.5%
Adjusted EBITDA (total segments)	-€350.8M	~-$415.9M	-€319.8M	⚠️ loss widened 9.7%
Adjusted EBITDA / GMV margin	-2.6%	-	-6.2%	✅ improved
Operating result	-€661.4M	~-$784.3M	-€455.0M	⚠️ loss widened 45.4%
Net result	-€918.1M	~-$1,088.5M	-€447.7M (restated)	⚠️ loss widened >100%
Cash flow from operating activities	-€354.9M	~-$420.9M	-€232.0M	⚠️ outflow widened 52.9%
Free cash flow (proxy: OCF less capex)*	-€482.4M	~-$572.1M	-€310.5M	⚠️ outflow widened
Cash and cash equivalents (period-end, incl. disposal group)	€2,028.4M	~$2,405.1M	€2,579.4M	⚠️ -21.4%

*Delivery Hero doesn't report free cash flow^» as a defined metric; the figure above is operating cash flow less capex - payments for property, plant and equipment (-€95.9M) and intangible assets (-€31.6M) in H1 2021.

Balance sheet	Jun 30, 2021	Dec 31, 2020 (restated)	Change
Total assets	€12,349.2M	€5,766.7M	✅ +114.2%
Total equity	€6,002.1M	€1,160.8M	✅ >+400%, mainly the €5.7B in shares issued for capital increases and the Woowa transaction
Total liabilities	€6,347.1M	€4,605.9M	⚠️ +37.8%

Every headline P&L loss figure widened in absolute terms again this half, continuing the pattern from both prior posts - but the ratio management leads with, adjusted EBITDA to GMV, kept improving (-6.2% → -2.6%), and gross margin rose meaningfully (17.5% → 22.2%) on better own-delivery unit economics and improved commission rates. The H1 2020 comparatives in this table are restated from what was originally published (see Beyond the Usual) - a small, disclosed correction, but the first time a Delivery Hero report covered on this site has needed to restate a prior period's own figures rather than simply changing a go-forward definition.

Total Segment Revenue and GMV both grew faster than 130% year-on-year and the adjusted EBITDA margin improved - genuinely strong operating momentum - but net loss still more than doubled, and roughly a sixth of this half's revenue came from a business (Woowa) that's been consolidated for less than four of the six months being reported.

Key Operational Metrics

Actual reported figures unless noted

Metric	H1 2021	H1 2020	YoY
Orders	1,224.6M	519.1M	✅ +135.9%
GMV	€13,316.0M	€5,145.8M	✅ +158.8%
Employees (period-end)	43,838	27,071	✅ +62.0%

Employee count jumped 62.0% year-on-year, with 3,124 of the increase directly attributed to Woowa - the first time headcount growth has outpaced order growth (135.9%) since the comparisons began in the 2017 posts, reflecting a large acquired workforce landing all at once rather than gradual own-delivery hiring. GMV growth (158.8%) again outpaced order growth (135.9%), the inverse of the H1 2020 pattern, consistent with Woowa and the continued Integrated Verticals rollout skewing toward higher average order values.

Segment Results

H1 2021, five reportable segments; Woowa consolidated within Asia from March 4, 2021

Delivery Hero reports the same five segments as FY2020 - MENA, Asia, Europe, Americas, and Integrated Verticals - with Woowa now inside Asia. This report also discloses "own delivery share" by segment for the first time, showing how much of each region's orders Delivery Hero fulfills itself rather than through independent couriers.

Segment	Revenue (H1'21)	YoY	Adj. EBITDA (H1'21)	Adj. EBITDA/GMV margin	Own delivery share
Asia	€1,166.9M	✅ +142.3%	-€230.7M	-2.9%	57.7%
MENA	€684.9M	✅ +86.1%	€65.0M	✅ +2.1%	43.8%
Europe	€285.9M	✅ >+100%	€1.0M	✅ +0.1% (first positive half)	32.4%
Americas	€226.9M	✅ +138.8%	-€80.2M	-9.1%	84.9%
Integrated Verticals	€374.0M	✅ +615.1%	-€105.8M	-26.3%	100.0%

Europe posted its first-ever positive half-year adjusted EBITDA/GMV margin (+0.1%, up from -1.1%), joining MENA - which improved further to +2.1% from +1.1% a year earlier - as the second segment to cross into sustained profitability. Asia's margin improved to -2.9% from -10.3%, though this figure now blends Woowa's contribution with the pre-existing regional business, and the report notes that excluding DHK from the H1 2020 comparative (DHK moved out of the segment definition from January 2021) would have shown even stronger like-for-like improvement. Integrated Verticals' revenue growth (615.1%) reflects both organic Dmart expansion and consolidation effects; its -26.3% margin is a meaningful improvement from -40.1% a year earlier. Americas remains the only segment moving the wrong direction on a percentage basis, with its adjusted EBITDA/GMV margin worsening slightly to -9.1% from a smaller GMV base a year earlier - though the report attributes most of this to continued investment in affordability and grocery expansion rather than deteriorating unit economics.

Beyond the Usual

A two-year-old accounting error, now corrected

During H1 2021, Delivery Hero discovered that its share of losses from the Glovo investment, accounted for under the equity method, had been understated by €3.1 million for 2019 and €4.5 million for 2020. The report corrects this by restating the affected 2020 comparative figures shown throughout this report (see the H1 2020 column in Key Financial Metrics above, which differs slightly from the originally published H1 2020 figures at that period's own post). The amounts are immaterial to the Group's overall scale, and the correction itself is exactly the right response to finding an error - but it's the first restatement, rather than a forward-only definitional change, across the periods covered on this site so far, and it's worth knowing that some H1 2020 figures a reader might cross-reference against the earlier post were subsequently revised.

Delivery Hero restated two years of Glovo-related equity-method losses after discovering an understatement - a small-euro but genuine correction of previously published figures, distinct from the segment and definitional changes flagged in earlier posts.

Two new competition-law investigations, on top of the ones already disclosed

This report discloses two investigations not present in the FY2020 annual report: Turkey's Competition Authority is investigating Yemek Sepeti (Delivery Hero's Turkish subsidiary) on suspicion of a "gentleman's agreement" with 31 other companies to restrict competition in the labour market, and a separate national competition regulator is investigating another Delivery Hero subsidiary for suspected abuse of a dominant market position through exclusivity and loyalty clauses. Delivery Hero assesses a negative outcome for both as "not probable." These sit alongside the still-ongoing Dubai minority-shareholder arbitration and the competitor damages claim, both first flagged in the H1 2018 post and carried forward unresolved, and the collar-arrangement contingency flagged at H1 2020, which remains unchanged.

Delivery Hero now discloses two new competition-law investigations - a labour-market collusion probe in Turkey and a dominant-position probe elsewhere - on top of a growing list of legal proceedings carried across multiple reporting periods, none yet resolved.

Selling operations to a company it partly owns

In May 2021, Delivery Hero agreed to sell its operations in Bosnia and Herzegovina, Bulgaria, Croatia, Montenegro, Serbia, and Romania to Glovoapp23, S.L. in a combined share-and-asset deal management describes as worth approximately €170 million in total. The Bulgaria/Serbia/Bosnia/Montenegro share deals and the Croatian asset deal - together priced at €79.2 million - closed within this period; the Romanian business remains a separate disposal group pending regulatory approval, expected by Q1 2022. Because Delivery Hero holds a 37.3% stake in Glovo, the report itself classifies this as a related-party transaction. Delivery Hero also recognized a €49.8 million gain on the disposal. Selling assets to a company you have significant influence over isn't improper on its own - Delivery Hero discloses the relationship plainly, and the deal needed Glovo's own board and financing to proceed - but it's a structure worth watching: it means Delivery Hero's own reported gain, and the price Glovo paid, were negotiated between two parties where one owns more than a third of the other.

Delivery Hero sold five markets' worth of operations to Glovo, a company in which it holds a 37.3% stake - a properly disclosed related-party transaction, but one where the seller has a real economic interest in how generously the buyer paid.

The Korean saga finally finds a buyer, eight months on

Delivery Hero accepted the KFTC's structural remedy - selling Delivery Hero Korea LLC ("DHK") - in December 2020 (see the FY2020 post). As of this report's June 30, 2021 balance sheet date, DHK remained an unsold disposal group (€89.5 million of assets, €81.2 million of liabilities). The original deadline of August 2, 2021 required a five-month extension from the KFTC, pushing it to January 2, 2022. Then, as a subsequent event disclosed August 13, 2021 - just ten days before this report's authorization - Delivery Hero announced signing with a three-party consortium to acquire 100% of DHK at an enterprise value of KRW 800 billion, subject to remaining regulatory approvals and expected to close before the end of 2021. The process from the KFTC's original approval (with the remedy attached) to an actual signed buyer took roughly eight months.

An escrow arrangement holding back more than €950 million of Delivery Hero's own stock

As part of the Woowa transaction structure, Delivery Hero placed shares valued at €954.1 million into escrow, to be used to acquire the remaining 11.4% of Woowa not purchased in the initial transaction, over a period of two to four years following closing. This is a disclosed, structured mechanism for completing Delivery Hero's ownership of Woowa gradually rather than all at once - a genuinely interesting deal-structuring detail showing how much of the transaction's true final size is still being finalized more than four years out from the original December 2019 signing.

A symmetric option structure with Colombia's newest joint-venture partner

The March 2021 iFood joint venture in Colombia (Come Ya S.A.S., 51% iFood / 49% Delivery Hero) comes with matching call and put options: Delivery Hero can force iFood to sell its stake to Delivery Hero, and iFood can force Delivery Hero to sell its stake to iFood, both exercisable under identical conditions after an initial three-year lock-up (or during an accelerated exit window). Structuring a joint venture with symmetric buy-out rights - rather than an asymmetric option favoring one side - is a cleaner way to eventually resolve who ends up owning the combined Colombian business than the informal accumulation pattern seen in the Glovo stake building up over multiple reports.

Target Valuation Range

The market is implying an enterprise value of roughly €29.00 billion - ~4.75x FY2021 Total Segment Revenue guidance (0.91x FY2021 GMV guidance) - the market marked Delivery Hero down roughly 12% from its December 2020 peak even as GMV and Total Segment Revenue both grew faster than 130% year-on-year with Woowa now consolidated. This is a real re-rating, not just a pause, that suggests investors are starting to price the cost of integration (the Korean divestiture, the widening absolute losses) alongside the growth. Call this fairly valued to slightly cautious, not the "priced for perfection" read from the FY2020 post. No comparable public peer exists yet and a real DCF still isn't attempted (see below), so these EV/Revenue reads are the numeric anchors this post can offer.

Delivery Hero SE closed this period's June 30, 2021 end at €111.40 per share. With 249,200,000 shares outstanding (subscribed capital of €249.2 million), and total interest-bearing obligations (convertible bonds of €2,976.1 million, lease liabilities of €277.9 million combined non-current and current, and the short-term convertible loan portion of €12.9 million) coming to roughly €3,266.9 million, against total group cash of €2,028.4 million (including the disposal groups' cash) - a net debt position of roughly €1,238.5 million, wider than the small net debt first seen at FY2020:

Market cap → enterprise value	H1 2021
Share price (period-end)	€111.40
Shares outstanding	249,200,000
Market capitalization	€27.76B (~$32.92B)
Total liabilities (convertible bonds + leases + convertible loan)	~€3,266.9M
Less: cash and equivalents	€2,028.4M
Enterprise value	~€29.00B (~$34.38B, net debt ~€1,238.5M)

Peer-multiple sanity check	FY2020	H1 2021	Change
Revenue/GMV basis	FY2020 actual / FY2021 guidance	FY2021 guidance (reaffirmed/raised)	-
Enterprise value	~€25.49B	~€29.00B	⚠️ up
EV/Total Segment Revenue (FY2021 guidance)	~4.2x	~4.75x	⚠️ up modestly, reflecting the share-price change rather than a guidance change
EV/GMV (FY guidance/actual)	~2.1x (FY2020 actual)	~0.91x (FY2021 guidance, ≥€32.0B)	✅ down sharply - the first compression in this multiple across the posts covered so far

No directly comparable food-delivery peer has been covered on this site yet, so a peer-multiple sanity check against another public delivery marketplace still isn't possible for this post.

The share price fell from its €127.00 close at the end of 2020 to €111.40 at this period's end - down 12.3%, after briefly touching €132.05 in April 2021, its highest level across every period covered on this site so far. This is a genuine reversal rather than a pause: the stock gave back its entire post-Woowa-closing rally within about ten weeks. Delivery Hero has not split its stock since its 2017 IPO, so these remain actual nominal prices. Over the full two-year window from June 2019 (€39.89) to this period-end, the price is still up roughly 179% - a smaller two-year gain than the roughly 291% calculated at the FY2020 post's equivalent window, because that earlier window captured the full run-up through the Woowa announcement and COVID rally without yet including this half's pullback.

A real DCF still isn't attempted here. Free cash flow was negative €482.4 million for the half - a smaller absolute number than FY2020's full-year -€738.1 million, but on a shorter period, and Woowa's contribution is still only a partial-year figure that doesn't yet show its steady-state cash characteristics.

Fifteen months after signing, Woowa is finally in Delivery Hero's numbers - and the market's response to seeing it there for the first time was to mark the stock down, not up.

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