Document And Entity Information
Document And Entity Information | 12 Months Ended |
Dec. 31, 2021shares | |
Document Information Line Items | |
Entity Registrant Name | Cazoo Group Ltd |
Trading Symbol | CZOO |
Document Type | 20-F |
Current Fiscal Year End Date | --12-31 |
Amendment Flag | false |
Entity Central Index Key | 0001859639 |
Entity Current Reporting Status | No |
Entity Voluntary Filers | No |
Entity Filer Category | Non-accelerated Filer |
Entity Well-known Seasoned Issuer | No |
Document Period End Date | Dec. 31, 2021 |
Document Fiscal Year Focus | 2021 |
Document Fiscal Period Focus | FY |
Entity Emerging Growth Company | true |
Entity Shell Company | false |
Entity Ex Transition Period | false |
ICFR Auditor Attestation Flag | false |
Document Registration Statement | false |
Document Annual Report | true |
Document Transition Report | false |
Document Shell Company Report | false |
Entity File Number | 001-40754 |
Entity Incorporation, State or Country Code | E9 |
Entity Address, Address Line One | 41 Chalton Street |
Entity Address, City or Town | London |
Entity Address, Postal Zip Code | NW1 1JD |
Entity Address, Country | GB |
Title of 12(b) Security | Class A ordinary shares, par value $0.0001 per share |
Security Exchange Name | NYSE |
Entity Interactive Data Current | Yes |
Document Accounting Standard | International Financial Reporting Standards |
Auditor Firm ID | 1438 |
Auditor Name | Ernst & Young LLP |
Auditor Location | London, United Kingdom |
Business Contact | |
Document Information Line Items | |
Entity Address, Address Line One | 41 Chalton Street |
Entity Address, City or Town | London |
Entity Address, Postal Zip Code | NW1 1JD |
Entity Address, Country | GB |
Contact Personnel Name | Ned Staple |
City Area Code | 44 |
Local Phone Number | 20 3901 3488 |
Class A Ordinary Shares | |
Document Information Line Items | |
Entity Common Stock, Shares Outstanding | 112,010,033 |
Class C Ordinary Shares | |
Document Information Line Items | |
Entity Common Stock, Shares Outstanding | 640,924,026 |
Consolidated Statement of Profi
Consolidated Statement of Profit or Loss and Other Comprehensive Income - GBP (£) £ in Thousands | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | ||
Continuing operations | ||||
Revenue | [1] | £ 667,814 | £ 162,208 | £ 1,176 |
Cost of sales | (642,915) | (165,082) | (2,246) | |
Gross profit/(loss) | 24,899 | (2,874) | (1,070) | |
Marketing expenses | (65,225) | (36,110) | (3,899) | |
Selling and distribution expenses | (54,893) | (17,693) | (2,059) | |
Administrative expenses | (234,371) | (42,358) | (10,650) | |
Loss from operations | (329,590) | (99,035) | (17,678) | |
Finance income | 233 | 486 | 170 | |
Finance expense | (5,716) | (1,298) | (456) | |
Other income and expenses | (214,140) | |||
Loss before tax | (549,213) | (99,847) | (17,964) | |
Tax credit | 5,704 | 969 | ||
Loss from continuing operations | (543,509) | (98,878) | (17,964) | |
Discontinued operations | ||||
Loss after tax from discontinued operations | (3,809) | |||
Loss for the year | (543,509) | (102,687) | (17,964) | |
Other comprehensive income | ||||
Exchange differences on translation of foreign operations | (1,577) | |||
Total comprehensive loss for the year | £ (545,086) | £ (102,687) | £ (17,964) | |
Earnings per share: | ||||
Basic loss per ordinary share (in Pounds per share) | £ (0.81) | £ (0.2) | £ (0.05) | |
Diluted loss per ordinary share (in Pounds per share) | (0.81) | (0.2) | (0.05) | |
Earnings per share from continuing operations: | ||||
Basic loss per ordinary share from continuing operations (in Pounds per share) | (0.81) | (0.19) | (0.05) | |
Diluted loss per ordinary share from continuing operations (in Pounds per share) | £ (0.81) | £ (0.19) | £ (0.05) | |
[1] | Revenue excludes £17.4 million of sales in 2021 where Cazoo sold vehicles as an agent for third parties and only the net commission received from those sales is recorded within revenue (2020, 2019: £nil). |
Consolidated Statement of Finan
Consolidated Statement of Financial Position £ in Thousands | Dec. 31, 2021GBP (£) | Dec. 31, 2020GBP (£) | Dec. 31, 2019GBP (£) | ||
Non-current assets | |||||
Property, plant and equipment | £ 180,955 | £ 35,214 | £ 2,025 | ||
Right-of-use assets | 92,254 | 50,720 | 6,769 | ||
Intangible assets and goodwill | 261,514 | 26,660 | 3,188 | ||
Trade and other receivables | 9,968 | 7,511 | 3,974 | ||
Total non-current assets | 544,691 | 120,105 | 15,956 | ||
Current assets | |||||
Inventory | 364,585 | 114,694 | 42,970 | ||
Trade and other receivables | 77,884 | 29,358 | 13,255 | ||
Cash and cash equivalents | 192,629 | 243,524 | 34,539 | ||
Total current assets | 635,098 | 387,576 | 90,764 | ||
Total assets | 1,179,789 | 507,681 | 106,720 | ||
Current liabilities | |||||
Trade and other payables | 79,284 | 35,569 | 4,237 | ||
Loans and borrowings | 180,540 | 88,077 | 32,477 | ||
Lease liabilities | 18,826 | 6,540 | 1,510 | ||
Provisions | 30 | ||||
Total current liabilities | 278,650 | 130,186 | 38,254 | ||
Loans and borrowings | 68,113 | 2,126 | |||
Lease liabilities | 71,574 | 41,508 | 4,358 | ||
Warrants | 42,692 | ||||
Provisions | 7,985 | 3,363 | 552 | ||
Deferred tax | 86 | ||||
Total non-current liabilities | 190,450 | 46,997 | 4,910 | ||
Total liabilities | 469,100 | 177,183 | 43,164 | ||
Net assets | 710,689 | 330,498 | 63,556 | ||
Share capital | 55 | ||||
Share premium | 902,586 | 266,120 | 81,500 | ||
Merger reserve | 420,834 | 181,250 | |||
Retained earnings | (611,209) | (116,872) | (17,944) | ||
Foreign currency translation reserve | (1,577) | ||||
Total equity | £ 710,689 | [1] | £ 330,498 | [1] | £ 63,556 |
[1] | The consolidated financial statements are prepared as a continuation of the financial statements of Cazoo Holdings Limited, the accounting acquirer, with a recapitalization to reflect the capital structure of Cazoo Group Ltd. The 2020 comparatives are based on the operations of Cazoo Holdings Limited prior to the Transaction. The 2019 comparatives are based on a continuation of the operations of Cazoo Limited prior to the restructuring on June 10, 2020 where Cazoo Holdings Limited was inserted as a new parent company of Cazoo Limited resulting in a merger reserve. Refer to Note 1 for further details. |
Consolidated Statement of Chang
Consolidated Statement of Changes in Equity - GBP (£) £ in Thousands | Share capital | Share premium | Merger reserve | Retained earnings | Foreign currency translation reserve | Total | |
Balance at Dec. 31, 2018 | £ 31,500 | £ (179) | £ 31,321 | ||||
Comprehensive loss for the year | |||||||
Loss for the Period | (17,964) | (17,964) | |||||
Other comprehensive income | |||||||
Contributions by and distributions to owners | |||||||
Issue of share capital | 50,000 | 50,000 | |||||
Share based payments | [1] | 199 | 199 | ||||
Balance at Dec. 31, 2019 | 81,500 | (17,944) | 63,556 | ||||
Comprehensive loss for the year | |||||||
Loss for the Period | (102,687) | (102,687) | |||||
Other comprehensive income | |||||||
Contributions by and distributions to owners | |||||||
Issue of share capital | 365,870 | 365,870 | |||||
Share based payments | 3,759 | 3,759 | |||||
Contributions by and distributions to owners | |||||||
Group restructuring | (181,250) | 181,250 | |||||
Balance at Dec. 31, 2020 | [1] | 266,120 | 181,250 | (116,872) | 330,498 | ||
Comprehensive loss for the year | |||||||
Loss for the Period | (543,509) | (543,509) | |||||
Other comprehensive income | (1,577) | (1,577) | |||||
Contributions by and distributions to owners | |||||||
Share based payments | 43,287 | 43,287 | |||||
Contributions by and distributions to owners | |||||||
Acquisition of subsidiaries | [2] | 5,365 | 65,348 | 70,713 | |||
Exercise of warrants | 11,967 | 11,967 | |||||
Recapitalization at the Transaction1 | [1] | 55 | 619,134 | 174,236 | 793,425 | ||
Exercise of options | (1,540) | (1,540) | |||||
Taxation on share based payments | 7,425 | 7,425 | |||||
Balance at Dec. 31, 2021 | [1] | £ 55 | £ 902,586 | £ 420,834 | £ (611,209) | £ (1,577) | £ 710,689 |
[1] | The consolidated financial statements are prepared as a continuation of the financial statements of Cazoo Holdings Limited, the accounting acquirer, with a recapitalization to reflect the capital structure of Cazoo Group Ltd. The 2020 comparatives are based on the operations of Cazoo Holdings Limited prior to the Transaction. The 2019 comparatives are based on a continuation of the operations of Cazoo Limited prior to the restructuring on June 10, 2020 where Cazoo Holdings Limited was inserted as a new parent company of Cazoo Limited resulting in a merger reserve. Refer to Note 1 for further details. | ||||||
[2] | Prior to the Transaction, the merger relief section of the Companies Act 2006 required that the difference between the nominal value and issued value of the shares issued for the acquisitions of Drover, SFS and Cluno should be credited to the merger reserve in equity. |
Consolidated Statement of Cash
Consolidated Statement of Cash Flows £ in Thousands | 12 Months Ended | ||
Dec. 31, 2021GBP (£) | Dec. 31, 2020GBP (£) | Dec. 31, 2019GBP (£) | |
Cash flows from operating activities | |||
Loss for the year | £ (543,509) | £ (102,687) | £ (17,964) |
Adjustments for: | |||
Depreciation of property, plant and equipment and right-of-use assets | 28,791 | 11,759 | 705 |
Amortization and impairment of intangible assets | 35,995 | 1,361 | 76 |
Finance income | (233) | (486) | (170) |
Finance expense | 5,716 | 1,298 | 456 |
Share-based payment expense | 43,871 | 3,759 | 199 |
IFRS 2 expense on the Transaction | 240,810 | ||
Fair value movement in warrants | (26,671) | ||
Tax credit | (5,704) | (969) | |
Adjustments to reconcile profit (loss) | (220,934) | (85,965) | (16,698) |
Movements in working capital: | |||
Increase in trade and other receivables | (23,192) | (4,789) | (12,158) |
Increase in inventory | (247,745) | (36,961) | (42,970) |
Increase in subscription vehicles | (80,925) | ||
Increase in trade and other payables | 16,074 | 10,394 | 4,123 |
Total working capital movements | (335,788) | (31,356) | (51,005) |
Other cash flows from operating activities: | |||
Interest received | 233 | 478 | 149 |
Tax credit received | 969 | ||
Net cash used in operating activities | (556,489) | (115,874) | (67,554) |
Cash flows from investing activities | |||
Purchases of property, plant and equipment | (29,466) | (17,919) | (2,422) |
Purchases and development of intangible assets | (14,260) | (1,889) | (3,244) |
Acquisition of subsidiaries, net of cash acquired | (190,934) | (16,530) | |
Net cash used in investing activities | (234,660) | (36,338) | (5,666) |
Cash flows from financing activities | |||
Net proceeds from the Transaction | 622,164 | ||
Issue of ordinary shares | 348,870 | 50,000 | |
Proceeds from warrants exercised from Drover acquisition | 5,300 | ||
Exercise of share options | (1,540) | ||
Proceeds from stocking loans | 665,325 | 216,444 | 42,825 |
Proceeds from subscription facilities | 107,683 | ||
Repayment of stocking loans | (574,055) | (196,082) | (10,348) |
Repayment of subscription facilities | (60,386) | ||
Repayment of bank loans and mortgages | (683) | (443) | |
Interest paid on loans and borrowings | (4,185) | (1,298) | (456) |
Lease payments | (18,597) | (6,294) | (628) |
Net cash from financing activities | 741,026 | 361,197 | 81,393 |
Net increase in cash and cash equivalents | (50,123) | 208,985 | 8,173 |
Cash and cash equivalents at the beginning of the year | 243,524 | 34,539 | 26,366 |
Net foreign exchange difference | (772) | ||
Cash and cash equivalents at the end of the year | £ 192,629 | £ 243,524 | £ 34,539 |
Reporting Entity
Reporting Entity | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure Of Reporting Entity Explanatory [Abstract] | |
Reporting entity | 1. Reporting entity Cazoo Group Ltd (the “Company”) is an exempted company incorporated under the laws of the Cayman Islands on March 24, 2021. The Company’s registered office is at PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands. The Company’s principal executive office is at 41 Chalton Street, London, NW1 1JD, United Kingdom. The Group’s principal activity is the operation of an e-commerce platform for buying and selling used cars. The consolidated financial statements incorporate the accounts of the Company and entities controlled by the Company (“its subsidiaries”). The term “Group” means, prior to closing of the Transaction, Cazoo Holdings Limited and its consolidated subsidiaries and, for periods subsequent to closing of the Transaction, Cazoo Group Ltd and its subsidiaries. The Transaction On March 29, 2021, Ajax I Pursuant to the Business Combination Agreement, (a) on August 23, 2021 (the “Listco Closing Date”), MaplesFS Limited, a company incorporated under the laws of the Cayman Islands, as the sole shareholder of Listco (“MaplesFS Limited”), transferred to Ajax all of the issued and outstanding equity securities of Listco and, as a result of such transfer, Listco became a wholly-owned subsidiary of Ajax, (b) Ajax, as the sole shareholder of Listco, adopted Listco’s amended and restated memorandum and articles of association (the “Articles”) (which became effective as of the closing of the Transaction on August 26, 2021 (the “Closing”)) and (c) on August 24, 2021, Ajax merged with and into Listco, with Listco continuing as the surviving entity (the “Merger” and, together with the other transactions contemplated by the foregoing, the “Reorganization”). At the Closing, pursuant to the Business Combination Agreement, and subject to the terms and conditions therein, Listco acquired all of the issued and outstanding shares of Cazoo Holdings (the “Cazoo Shares”) from the holders thereof (the “Cazoo Shareholders”). In connection with the Merger, each Ajax unit (an “Ajax Unit”) (consisting of one Ajax Class A ordinary share, par value $0.0001 per share (an “Ajax Class A Share”), and one-fourth of one redeemable warrant of Ajax, each whole warrant exercisable to purchase one Ajax Class A Share for $11.50 per share (an “Ajax Warrant”)), Ajax Class A Share, Ajax Class B ordinary share, par value $0.0001 per share (an “Ajax Class B Share” and, together with the Ajax Class A Shares, the “Ajax Ordinary Shares”), and Ajax Warrant issued and outstanding immediately prior to the Merger was cancelled in exchange for one Listco unit (a “Unit”) (consisting of one Class A ordinary share, par value $0.0001 per share (a “Class A Share”), and one-fourth of one redeemable warrant of Listco, each whole warrant exercisable to purchase one Class A Share for $11.50 per share (a “Warrant”)), Class A Share, Class B ordinary share, par value $0.0001 per share (a “Class B Share”), and Warrant, respectively. Effective as of the Closing, (a) the issued and outstanding Class B Shares converted automatically on a one-for-one basis into Class A Shares, and (b) each issued and outstanding Unit automatically separated into its component parts. Upon Closing, the Company acquired the Cazoo Shares for a combination of 640,924,026 Class C ordinary shares, par value $0.0001 per share (the “Class C Shares” and, together with the Class A Shares and the Class B Shares, the “Ordinary Shares”), and aggregate cash consideration of approximately $77,216,042. On February 26, 2022, the Class C Shares automatically converted into Class A Shares on a one-for-one basis in accordance with the Articles. Concurrently with the execution and delivery of the Business Combination Agreement, Listco, Ajax and certain investors, including Ajax’s sponsor, Ajax I Holdings, LLC (the “Sponsor”), and Ajax’s directors and officers (collectively, the “PIPE Investors”), entered into Subscription Agreements, pursuant to which, the PIPE Investors purchased, concurrently with the closing of the Transaction, in the aggregate, 80,000,000 Class A Shares for $10.00 per share, for an aggregate purchase price of $800,000,000 (the “PIPE Investment”). Upon consummation of the Transaction, shareholders of Ajax and Cazoo Holdings became shareholders of Listco, and Listco changed its name to “Cazoo Group Ltd.” Upon consummation of the Transaction the Class A Shares and Warrants became listed on the NYSE under the symbols “CZOO” and “CZOO WS,” respectively. The Transaction is not considered a business combination in accordance with IFRS 3 because Listco is not considered a business, and instead is accounted for as a reverse acquisition. Under this method of accounting, Cazoo Holdings has been considered the accounting acquirer and predecessor entity. This determination was primarily based on current shareholders of Cazoo Holdings having a relative majority of the voting power of the combined entity, the operations of Cazoo Holdings prior to the acquisition comprising the only ongoing operations of the combined entity, and senior management of Cazoo Holdings comprising the majority of the senior management of the combined entity. The consolidated financial statements are prepared as a continuation of the financial statements of Cazoo Holdings, the accounting acquirer, with a recapitalization to reflect the capital structure of Cazoo Group Ltd. The excess of the fair value of the equity instruments issued over the identifiable net assets of Ajax received represents a non-cash expense in accordance with IFRS 2. This one-time expense is recognized as an IFRS 2 expense within the statement of profit or loss, as disclosed in Note 9. The 2020 comparatives are based on the operations of Cazoo Holdings prior to the Transaction. The 2019 comparatives are based on a continuation of the operations of Cazoo Limited prior to the restructuring on June 10, 2020 where Cazoo Holdings was inserted as a new parent company of Cazoo Limited resulting in a merger reserve. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure of significant accounting policies [text block] [Abstract] | |
Significant accounting policies | 2. Significant accounting policies 2 1 Basis of preparation These consolidated financial statements have been prepared in accordance with international accounting standards in conformity with the requirements of International Financial Reporting Standards (IFRSs) as issued by the International Accounting Standards Board (IASB). They were authorized for issue by the Company’s board of Directors on May 5, 2022. Details of the Group’s accounting policies are included in Note 3. In preparing these financial statements, management has made judgements, estimates and assumptions that affect the application of the Group’s accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to estimates are recognized prospectively. The areas where judgements and estimates have been made in preparing the financial statements and their effect are disclosed in Note 4. 2.2 Basis of consolidation The consolidated financial statements comprise the financial statements of the Company and its subsidiaries as at December 31, 2021. Control is achieved when the Group is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. Specifically, the Group controls an investee if, and only if, the Group has: ● Power over the investee ● Exposure, or rights, to variable returns from its involvement with the investee ● The ability to use its power over the investee to affect its returns When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies in line with the Group’s accounting policies. All intra-group assets and liabilities, equity, income, expenses and cash flows relating to transactions between members of the Group are eliminated in full on consolidation. A change in the ownership interest of a subsidiary, without a loss of control, is accounted for as an equity transaction. The results of subsidiaries acquired are included from the date the Group obtained control of the subsidiary. 2.3 Basis of measurement The financial statements have been prepared on the historical cost basis, except for financial assets, financial liabilities (including warrants) and share-based payments that have been measured at fair value. 2.4 New and amended standards and interpretations The Group has not early adopted any standard, interpretation or amendment that has been issued but is not yet effective. Several amendments apply for the first time in 2021, but do not have an impact on the consolidated financial statements of the Group. Interest Rate Benchmark Reform – Phase 2: Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16 The amendments provide temporary reliefs which address the financial reporting effects when an interbank offered rate (IBOR) is replaced with an alternative nearly risk-free interest rate (RFR). The amendments include the following practical expedients: ● A practical expedient to require contractual changes, or changes to cash flows that are directly required by the reform, to be treated as changes to a floating interest rate, equivalent to a movement in a market rate of interest. ● Permit changes required by IBOR reform to be made to hedge designations and hedge documentation without the hedging relationship being discontinued. ● Provide temporary relief to entities from having to meet the separately identifiable requirement when an RFR instrument is designated as a hedge of a risk component. In 2021 base rate references to LIBOR have been replaced with the Bank of England base rate. These loans are disclosed in Note 24. These amendments had no material impact on the consolidated financial statements of the Group. The Group intends to use the practical expedients in future periods if they become applicable. 2.5 Standards issued but not yet effective The new and amended standards and interpretations that are issued, but not yet effective, up to the date of the issuance of the Group’s financial statements are listed below. The Group intends to adopt these new and amended standards, if applicable, when they become effective. The new standards and amendments are not expected to have a material impact on the Group. Effective for annual reporting periods beginning on or after January 1, 2022: ● Reference to the Conceptual Framework – Amendments to IFRS 3 ● Property, Plant and Equipment: Proceeds before Intended Use – Amendments to IAS 16 ● Onerous Contracts – Costs of Fulfilling a Contract – Amendments to IAS 37 ● IFRS 1 First-time Adoption of International Financial Reporting Standards – Subsidiary as a first-time adopter ● IFRS 9 Financial Instruments – Fees in the ’10 per cent’ test for derecognition of financial liabilities Effective for annual reporting periods beginning on or after January 1, 2023: ● Amendments to IAS 1: Classification of Liabilities as Current or Non-current ● Definition of Accounting Estimates – Amendments to IAS 8 ● Disclosure of Accounting Policies – Amendments to IAS 1 and IFRS Practice Statement 2 2.6 Presentational currency These financial statements are presented in Pounds Sterling, which is the Group’s functional currency. All amounts have been rounded to the nearest thousand, unless otherwise indicated. 2.7 Going concern The financial statements have been prepared on a going concern basis as the Directors are satisfied that the Group will continue in operational existence for the foreseeable future. In assessing the going concern position of the Group, the Directors have considered the Group’s cash flows, liquidity and business activities. As at December 31, 2021, the Group had net assets of £710.7 million and a cash balance of £192.6 million. On February 10, 2022, the Group raised significant additional capital via a private placement of 2.00% convertible senior notes in an aggregate principal amount of $630 million. This has provided significant cash headroom for the foreseeable future. On this basis the Directors are satisfied that the accounts should be prepared on a going concern basis and that the Group will continue in operational existence for the foreseeable future. |
Accounting Policies
Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure Of Accounting Policies [Abstract] | |
Accounting policies | 3. Accounting policies 3.1 Revenue The Group evaluates revenue from contracts with customers based on the five-step model under IFRS 15: (1) identify the contract with the customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the separate performance obligations; and (5) recognize revenues when (or as) each performance obligation is satisfied. Revenue is measured based on the consideration the Group expects to be entitled to in a contract with a customer and excludes amounts collected on behalf of third parties. The Group recognizes revenue when it transfers control over a product or service to a customer. The Group does not expect to have any contracts where the period between the transfer of the promised goods or services to the customer and payment by the customer exceeds one year. Consequently, the Group does not adjust any of the transaction prices for the time value of money. (i) Sale of goods Retail The Group sells reconditioned vehicles directly to its customers, primarily through its online platform. The prices of vehicles are set forth in the customer contracts at stand-alone selling prices, which are agreed prior to delivery. The Group satisfies its performance obligations for vehicle sales upon delivery when the transfer of title, risks, and rewards of ownership and control pass to the customer. The Group recognizes revenue at the agreed-upon purchase price stated in the contract less an estimate for returns. Estimates for returns are based on an analysis of historical experience, trends and sales data. Changes in these estimates are reflected as an adjustment to revenue in the period identified. The amount of consideration received for vehicles includes non-cash consideration representing the value of part exchange vehicles, if applicable. The value of part exchange vehicles is agreed by the customer at the time of purchase and is stated in the contract. Prior to the delivery of the vehicle, the payment is received, or financing has been arranged. Revenue is recognized net of sales tax. Retail revenue also includes the fixed commission from the sale of a small number of vehicles where Cazoo acts as an agent. Under IFRS 15 only the net commission received from these sales is recorded within revenue, with 100% of that revenue contributing towards gross profit. Any ancillary revenue earned on the transaction continues to be recognized separately; see ‘Other sales’ below. Contract liabilities relate to undelivered retail orders. Contract liabilities are recognized at the point when cash is received for the order and are derecognized into revenue upon delivery to the customer. Wholesale The Group also sells vehicles through car auctions to trade and other buyers. The vehicles sold via auction are primarily acquired from customers as part-exchanges or through our direct car buying channel that do not meet the Group’s quality standards to list and sell as retail vehicles. The Group satisfies its performance obligation for wholesale sales when the purchaser obtains control of the underlying vehicle which is at the point the vehicle is sold at auction. (ii) Rendering of services Other sales Other sales comprises ancillary products, including financing and warranty, subscription, servicing, third-party reconditioning and data services. Customers purchasing vehicles from the Group may enter into a contract for finance or enter a contract to extend their warranty after the initial 90-day inclusive period through the Group’s platform. The Group acts as an agent and receives a commission for the arrangement of these contracts from the principal. The Group recognizes commission revenue at the time of sale, net of a reserve for estimated contract cancellations. The reserve for cancellations is estimated based upon historical experience and recent trends and is reflected as a reduction in revenue. Changes in these estimates are reflected as an adjustment to revenue in the period identified. Contract assets relate to commission revenue earned but not invoiced at the period end. The commission earned is conditional upon the delivery of the vehicle to the customer and no return being made by the customer. At the Group’s customer centers, vehicle servicing products are offered including interim, full and major servicing, MOT tests, general repairs and one-off checks and treatments. The Group satisfies its performance obligations at the point the agreed work is completed. The Group recognizes revenue at the agreed purchase price net of sales tax. The Group provided third-party reconditioning services during the year. The Group satisfies its performance obligations at the point the agreed work is completed. Revenue from the Cazoo Subscription Service (including Cluno, Drover and Swipcar) is recognized under IFRS 16 and as such is recognized on a straight-line basis over the contract period. The Cazoo Subscription Service allows customers to subscribe for a vehicle over a period of time for a monthly fee as an alternative to ownership. Revenue from the provision of related services such as maintenance and breakdown are recognized separately in accordance with IFRS 15 – over time, as the service is provided. The Group also provides data services whereby customers access selected Cazoo vehicle data for a monthly fee. Revenue is recognized in accordance with IFRS 15 based on actual data usage for these contracts. 3.2 Cost of sales Cost of sales primarily relates to vehicle acquisition costs and reconditioning costs, as well as any necessary adjustments to reflect vehicle inventory at the lower of cost and net realizable value. Vehicle reconditioning costs are the direct and indirect costs associated with preparing the vehicles for resale and typically include the cost of parts, labor and inbound transportation costs. Cost of sales also includes the cost of providing drive-away insurance, fuel, vehicle warranty, buyers fees, and other costs incurred in providing ancillary products and services. Cost of sales also includes the depreciation of cars out on subscription. 3.3 Leasing Group acting as a lessee The Group assesses at contract inception whether a contract is, or contains, a lease. That is, if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. The Group applies a single recognition and measurement approach for all leases, except for short-term leases and leases of low-value assets. The Group classifies assets with value less than £5,000 as low-value. The Group recognizes lease liabilities to make lease payments and right-of-use assets representing the right to use the underlying assets. (i) Right-of-use assets Right-of-use assets recognized are presented within property, plant and equipment on the statement of financial position. The Group recognizes right-of-use assets at the commencement date of the lease (i.e. the date the underlying asset is available for use). Right-of-use assets are measured at cost, less any accumulated depreciation and impairment losses, and adjusted for any remeasurement of lease liabilities. The cost of right-of-use assets includes the amount of lease liabilities recognized, initial direct costs incurred, and lease payments made at or before the commencement date less any lease incentives received. Right-of-use assets are depreciated on a straight-line basis over the shorter of the lease term and the estimated useful lives of the assets, as follows: Leasehold property 1 – 96 years Fixtures and fittings 5 years Subscription vehicles 1 – 3 years Other motor vehicles 4 years Depreciation of right-of-use subscription vehicles is recognized within cost of sales in the statement of profit or loss. Depreciation of other right-of-use assets is recognized within operational expenses in the statement of profit or loss. (ii) Lease liabilities Lease liabilities recognized are presented within loans and borrowings on the statement of financial position. At the commencement date of the lease, the Group recognizes lease liabilities measured at the present value of lease payments to be made over the lease term. The lease payments include fixed payments (including in-substance fixed payments) less any lease incentives receivable, variable lease payments that depend on an index or a rate, and amounts expected to be paid under residual value guarantees. Variable lease payments that do not depend on an index or a rate are recognized as expenses (unless they are incurred to produce inventory) in the period in which the event or condition that triggers the payment occurs. Interest on lease liabilities is recognized within finance expense in the statement of profit or loss. Group acting as a lessor The subscription of vehicles to customers is recognized under IFRS 16. When the Group acts as a lessor, it determines at the lease inception whether each lease is a finance lease or an operating lease. To classify each lease, the Group makes an overall assessment of whether the lease transfers substantially all of the risks and rewards incidental to ownership of the underlying asset. If this is the case, then the lease is a finance lease; if not, then it is an operating lease. As part of this assessment, the Group considers certain indicators such as whether the lease is for the major part of the economic life of the asset. When the Group is an intermediate lessor, it accounts for its interests in the head lease and the sub-lease separately. It assesses the lease classification of a sub-lease with reference to the right-of-use asset arising from the head lease, not with reference to the underlying asset. If a head lease is a short-term lease to which the Group applies the short-term lease exemption, then it classifies the sub-lease as an operating lease. If an arrangement contains lease and non-lease components, then the Group applies IFRS 15 to allocate the consideration in the contract. The Group recognizes lease payments received under operating leases as revenue on a straight-line basis over the lease term as part of “Other sales”. The Group recognizes finance income over the lease term, reflecting a constant periodic rate of return on the Group’s net investment in the lease. The Group applies the derecognition and impairment requirements in IFRS 9 to the net investment in the lease. The Group further regularly reviews estimated unguaranteed residual values used in calculating the gross investment in the lease. 3.4 Employee benefits Short-term and long-term employee benefits A liability is recognized for benefits accruing to employees in respect of wages and salaries, annual leave and sick leave in the period the related service is rendered at the undiscounted amount of the benefits expected to be paid in exchange for that service. Liabilities recognized in respect of short-term employee benefits are measured at the undiscounted amount of the benefits expected to be paid in exchange for the related service. Defined contribution schemes Contributions to defined contribution pension schemes are charged to the statement of comprehensive income in the period to which they relate. 3.5 Share-based payments Equity-settled share-based payments to employees are measured at the fair value of the equity instruments at the grant date. The fair value determined at the grant date of the equity-settled share-based payments is expensed on a straight-line basis over the vesting period, based on the Group’s estimate of equity instruments that will eventually vest, with a corresponding increase in equity. At the end of each reporting period, the Group revises its estimate of the number of equity instruments expected to vest. The impact of the revision of the original estimates, if any, is recognized in the statement of profit or loss such that the cumulative expense reflects the revised estimate, with a corresponding adjustment to the retained earnings. Service and non-market performance conditions are not taken into account when determining the grant date fair value of awards, but the likelihood of the conditions being met is assessed as part of the Group’s best estimate of the number of equity instruments that will ultimately vest. Market performance conditions are reflected within the grant date fair value. 3.6 Government grants Grants from the government are recognized at their fair value where there is reasonable assurance that the grant will be received, and the Group will comply with all attached conditions. Amounts received are recognized net within the statement of profit or loss as income or a reduction to expenses. In the current year, the Group has received funds in connection to the Job Retention Scheme launched as part of the UK Government’s response to the COVID-19 pandemic. Amounts received are recognized net within the statement of profit or loss as income or a reduction to expenses The Group has also received subsidies for electric subscription vehicles from the German government during the year. Amounts received are initially recognized as deferred income and then recognized in the statement of profit or loss over the useful life of the asset. 3.7 Taxation Income tax expense represents the sum of the tax currently payable and deferred tax. (i) Current tax The tax currently payable is based on taxable profit for the period. Taxable profit differs from ‘profit before tax’ as reported in the statement of profit or loss and other comprehensive income because of items of income or expense that are taxable or deductible in other years and items that are never taxable or deductible. The Group’s current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period. (ii) Deferred tax Deferred tax assets and liabilities are recognized where the carrying amount of an asset or liability in the consolidated statement of financial position differs from its tax base, except for differences arising on: ● the initial recognition of goodwill; ● the initial recognition of an asset or liability in a transaction which is not a business combination and at the time of the transaction affects neither accounting or taxable profit; and ● investments in subsidiaries and jointly controlled entities where the Group is able to control the timing of the reversal of the difference and it is probable that the difference will not reverse in the foreseeable future. Recognition of deferred tax assets is restricted to those instances where it is probable that taxable profit will be available against which the difference can be utilized. The amount of the asset or liability is determined using tax rates that have been enacted or substantively enacted by the reporting date and are expected to apply when the deferred tax assets are recovered. Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when deferred income tax assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities where there is an intention to settle balances on a net basis. (iii) Current and deferred tax Current and deferred tax are recognized in the statement of profit or loss, except when they relate to items that are recognized in other comprehensive income or directly in equity, in which case, the current and deferred tax are also recognized in other comprehensive income or directly in equity respectively. Where current tax or deferred tax arises from the initial accounting for a business combination, the tax effect is included in the accounting for the business combination. 3.8 Cash and cash equivalents Cash and cash equivalents in the statement of financial position comprises cash at banks and short-term highly liquid deposits with a maturity of three months or less, that are readily convertible to a known amount of cash and subject to insignificant risk of change in value. 3.9 Business combinations The acquisition of subsidiaries and businesses is accounted for using the acquisition method in accordance with IFRS 3. The consideration for each acquisition is measured at the aggregate of fair values of assets given, liabilities incurred or assumed, and equity instruments issued by the Group in exchange for control of the acquiree. Acquisition related costs other than those associated with the issue of debt or equity securities, are recognized in the consolidated statement of comprehensive income as incurred. At the acquisition date the identifiable assets acquired and liabilities assumed are recognized at their fair value with the exception of deferred tax assets and liabilities, which are measured in accordance with IAS 12 - income taxes. Identifiable net assets include the recognition of any separately identifiable intangible assets. Deferred and contingent consideration are measured at fair value at the date of acquisition. Where the amounts payable are classified as a financial liability any subsequent change in the fair value is charged/credited to the Group’s consolidated statement of comprehensive income. Amounts classified as equity are not subsequently remeasured. Where consideration to management shareholders is contingent on their continued employment the amount is recognized as a remuneration expense in the statement of comprehensive income over the deferral period. 3.10 Property, plant and equipment Items of property, plant and equipment are measured at cost less accumulated depreciation and any accumulated impairment losses. If significant parts of an item of property, plant and equipment have different useful lives, then they are accounted for as separate items (major components) of property, plant and equipment. Any gain or loss on disposal of an item of property, plant and equipment is recognized in the statement of profit or loss. Subsequent expenditure is capitalized only if it is probable that the future economic benefits associated with the expenditure will flow to the Group. Leased assets are depreciated on a straight-line basis over the shorter of the lease term and their useful lives unless it is reasonably certain that the Group will obtain ownership by the end of the lease term. Depreciation is provided on all other items of property, plant and equipment so as to write off their carrying value over their expected useful economic lives. It is provided at the following range: Leasehold improvements 5 – 50 years Fixtures and fittings 3 – 15 years Computer equipment 1 – 5 years Subscription vehicles 1 – 13 years Other motor vehicles 1 – 5 years Plant and machinery 3 – 15 years The residual values and economic lives of assets are reviewed on an annual basis. Freehold land is not depreciated. 3.11 Intangible assets and goodwill (i) Intangible assets Intangible assets with finite useful lives that are acquired separately are carried at cost less accumulated amortization and accumulated impairment losses. Amortization is recognized on a straight-line basis over their estimated useful lives. Amortization is recognized within operating expenses in the statement of profit or loss. The estimated useful life and amortization method are reviewed at the end of each reporting period, with the effect of any changes in estimate being accounted for on a prospective basis. Domain names 1 – 5 years Development costs and software 3 – 10 years Customer relationships 1 year Brand 1 year (ii) Internally-generated intangible assets Expenditure on research activities is recognized as an expense in the period in which it is incurred. An internally-generated intangible asset arising from development (or from the development phase of an internal project) is recognized if, and only if, all of the following have been demonstrated: ● the technical feasibility of completing the intangible asset so that it will be available for use or sale; ● the intention to complete the intangible asset and use or sell it; ● the ability to use or sell the intangible asset; ● how the intangible asset will generate probable future economic benefits; ● the availability of adequate technical, financial and other resources to complete the development and to use or sell the intangible asset; and ● the ability to measure reliably the expenditure attributable to the intangible asset during its development. The amount initially recognized for internally-generated intangible assets is the sum of the expenditure incurred from the date when the intangible asset first meets the recognition criteria listed above. Expenditure includes both employees of the Group and external contractors contributing to the development projects. Where no internally-generated intangible asset can be recognized, development expenditure is recognized in the statement of profit or loss in the period in which it is incurred. Subsequent to initial recognition, internally-generated intangible assets are reported at cost less accumulated amortization and accumulated impairment losses, on the same basis as intangible assets that are acquired separately. (iii) Goodwill Goodwill arising on a business combination represents the difference between the fair value of the consideration paid and the fair value of assets and liabilities acquired and is recorded as an intangible asset. Goodwill is not subsequently subject to amortization but is tested for impairment annually and whenever the Directors have an indication that it may be impaired. For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the combination. Any impairment in carrying value is charged to the consolidated statement of comprehensive income. 3.12 Impairment of tangible and intangible assets other than goodwill At the end of each reporting period, the Group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). When it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs. When a reasonable and consistent basis of allocation can be identified, corporate assets are also allocated to individual cash-generating units, or otherwise they are allocated to the smallest group of cash-generating units for which a reasonable and consistent allocation basis can be identified. Intangible assets not yet available for use are tested for impairment at least annually, and whenever there is an indication that the asset may be impaired. Recoverable amount is the higher of fair value less costs of disposal and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted. If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognized immediately in the statement of profit or loss. When an impairment loss subsequently reverses, the carrying amount of the asset (or a cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognized for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognized immediately in the statement of profit or loss. 3.13 Inventory Inventory consists of vehicles purchased, direct and indirect vehicle reconditioning costs, including parts and labor and inbound transportation costs. Inventory is stated at the lower of cost and net realizable value. The costs of inventory are determined by specific identification. Net realizable value is the estimated selling price less costs to complete and transport the vehicles. Selling prices are derived from historical data and trends, such as sales price and inventory turn times of similar vehicles, as well as independent market data. Each reporting period the Group recognizes any necessary adjustments to reflect vehicle inventory at the lower of cost or net realizable value through cost of sales. 3.14 Provisions Provisions are recognized when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that the Group will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation. The amount recognized as a provision is the best estimate of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation. When a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows (when the effect of the time value of money is material). 3.15 Warrants Warrants are classified and accounted for as derivative financial liabilities and are initially recognized at their fair value. The warrants are subsequently re-measured at fair value at each reporting date with changes in fair value recognized in other income and expenses within the statement of profit or loss. The fair value is determined using a Black-Scholes model for the private placement warrants. 3.16 Financial instruments Financial assets and financial liabilities are recognized when an entity becomes a party to the contractual provisions of the instruments. Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognized immediately in the statement of profit or loss. (i) Financial assets All recognized financial assets are subsequently measured in their entirety at either amortized cost or fair value, depending on the classification of the financial assets. Classification of financial assets Financial assets that meet the following conditions are subsequently measured at amortized cost: ● the financial asset is held within a business model whose objective is to hold financial assets in order to collect contractual cash flows; and ● the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. Financial assets that meet the following conditions are subsequently measured at fair value through other comprehensive income (“FVOCI”): ● the financial asset is held within a business model whose objective is achieved by both collecting contractual cash flows and selling the financial assets; and ● the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. Amortized cost and effective interest method Interest income is recognized using the effective interest method for financial assets measured at amortized cost. For financial instruments other than purchased or originated credit-impaired financial assets, interest income is calculated by applying the effective interest rate to the gross carrying amount of the financial asset. Interest income is recognized in the statement of profit or loss within finance income. Impairment of financial assets The Group recognizes a loss allowance for expected credit losses on trade receivables, other receivables, and accrued income. The amount of expected credit loss is updated at each reporting date to reflect changes in credit risk since the initial recognition of the respective financial instrument. The Group recognizes lifetime expected credit losses (“ECL”) for trade receivables, other receivables, and amounts due from customers under contracts. The expected credit losses on these financial assets are estimated using a provision matrix based on the Group’s historical credit loss experience, adjusted for factors that are specific to the debtors, general economic conditions and an assessment of both the current as well as the forecast direction of conditions at the reporting date, including time value of money where appropriate. Lifetime ECL represents the expected credit losses that will result from all possible default events over the expected life of a financial instrument. Significant increase in credit risk In assessing whether the credit risk on a financial asset has increased significantly since initial recognition, the Group compares the risk of a default occurring on the financial assets as at the reporting date with the risk of a default occurring on the financial asset as at the date of initial recognition. In making this assessment, the Group considers both quantitative and qualitative information that is reasonable and supportable. (ii) Financial liabilities All financial liabilities are subsequently measured at amortized cost using the effective interest method or at fair value through profit or loss (“FVTPL”). Financial liabilities subsequently measured at amortized cost Financial liabilities that are not (i) contingent consideration of an acquirer in a business combination, (ii) held for trading, or (iii) designated as at FVTPL, are subsequently measured at amortized cost using the effective interest method. The effective interest method is a method of calculating the amortized cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that discounts estimated future cash payments (including all fees and points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the financial liability, or (where appropriate) a shorter period, to the amortized cost of a financial liability. Derecognition of financial liabilities The Group derecognizes financial liabilities when, and only when, the Group’s obligations are discharged, cancelled or have expired. The difference between the carrying amount of the financial liability derecognized and the consideration paid and payable, including any non-cash assets transferred or liabilities assumed, is recognized in the statement of profit or loss. Fair value measurement All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorized within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole: Level 1 — Quoted (unadjusted) market prices in active markets for identical assets or liabilities Level 2 — Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable Level 3 — Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable 3.17 Business segments The Board of Directors has been identified as the Group’s chief operating decision maker. The monthly reporting pack provided to the Board to enable the assessment of the performance of the business has been used as the basis for determining the Group’s operating segments. The monthly reporting pack presents the performance of the business on a consolidated basis. The key financial performance metrics monitored by the chief operating decision maker include revenue, gross profit, operating expenses, adjusted EBITDA and exceptional items on a consolidated basis. Assets and liabilities are also managed on a consolidated basis and are not reported to the chief operating decision maker in a disaggregated format within the monthly reporting pack. Management has therefore determined th |
Accounting Judgements and Estim
Accounting Judgements and Estimates | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure of accounting judgements and estimates [text block] [Abstract] | |
Accounting judgements and estimates | 4. Accounting judgements and estimates 4.1 Judgements Identifying the accounting acquirer in the Transaction Determining the accounting acquirer in the Transaction required significant judgement. Cazoo Holdings has been considered as the accounting acquirer and predecessor entity in accordance with IFRS 3. This determination was primarily based on current shareholders of Cazoo Holdings having a relative majority of the voting power of the combined entity, the operations of Cazoo Holdings prior to the acquisition comprising the only ongoing operations of the combined entity, and senior management of Cazoo Holdings comprising the majority of the senior management of the combined entity. Classification of warrants The classification of the warrants in the Group’s financial statements following the Transaction requires judgement. The warrants are determined to be within the scope of IAS 32 rather than IFRS 2 due to the existence of the net settlement option. Therefore, the warrants have been classified as financial liabilities according to the classification principles in IAS 32. Recognition of acquired intangibles on acquisition The process of recognizing intangibles assets acquired in an acquisition requires a judgement in assessing the intangibles that exist in the acquired business and assessing fair value. An intangible asset acquired as part of a business combination is recognized if it can be separately identified and it is a probable source of economic benefits. The Group has acquired the following subsidiaries in the year ended December 31, 2021: Drover Limited, Smart Fleet Solutions Limited, Cluno GmbH, UK Vehicle Limited, SMH Fleet Solutions Limited, Swipcar 2017, S.L and Vans 365 Limited. For each acquisition, the Group has recognized goodwill and a number of separately identifiable intangibles. The Group engaged a third-party valuation expert for the purchase price allocation exercise in relation to each acquisition to mitigate the risk associated with the recognition and valuation of assets and liabilities at the acquisition date. The details of all assets and liabilities recognized upon acquisition of subsidiaries is set out in Note 13. Capitalization of development time Time spent by the Group’s employees, and external contractors under the direction of the Group’s employees, in software development is capitalized as an internally generated intangible asset when the requirements of IAS 38 and of Group policy are both met. Management judgement is applied in the assessment of the project against the development criteria of IAS 38 in the following areas: ● Assessment of whether the project meets the six requirements of IAS 38 to be considered an internally generated asset, as set out in Note 3.10. ● Assessment of the point in time when the project moved from an exploratory phase into a development phase. ● Assessment of the proportion of employee and contractor output that is directly attributable to developmental activities. The Group capitalized £13.8 million of employee and contractor development expenditure in the year ended December 31, 2021 (2020: £1.6 million, 2019: £3.2 million). Determination of cash-generating units (“CGUs”) Judgement is applied in the determination of CGUs for impairment testing. Management have carefully considered the cash inflows of each group of assets and how they are monitored. As a result, management have identified four CGUs (UK, Europe, Cazana and Swipcar) based on the lowest level at which largely independent cash flows are generated. Management have also considered secondary factors such as monitoring by management and how management makes decisions about continuing or disposing of assets and operations in helping to identify its CGUs. Further information on the four CGUs and impairment testing are disclosed in Note 15. Revenue recognition – Principal / agent arrangements The process of determining whether Cazoo acts as a principal or agent in certain transactions requires detailed analysis of the specific facts and circumstances of the transaction concerned. Management judgement is applied in the assessment of the transaction against the three indicators in IFRS 15. ● Assessment of whether Cazoo is primarily responsible for fulfilling the promise to provide the specified good or service. ● Assessment of whether Cazoo has inventory risk before the specified good or service has been transferred to a customer or after transfer of control to the customer. ● Assessment of whether Cazoo has discretion in establishing the price for the specified good or service. In 2021, revenue includes the fixed commission from the sale of a small number of vehicles where Cazoo acts as an agent. 4.2 Estimates Impairment of intangible assets and goodwill Impairment exists when the carrying value of an asset or cash generating unit exceeds its recoverable amount. The value in use calculation is based on a discounted cash flow (“DCF”) model. The cash flows are derived from the budget for the next five years. The recoverable amount is sensitive to the discount rate used for the DCF model as well as the expected future cash-inflows and the growth rate used for extrapolation purposes. These estimates are most relevant to goodwill recognized by the Group. The key assumptions used to determine the recoverable amount for the different CGUs, including a sensitivity analysis, are disclosed and further explained in Note 15. Net realizable value of inventory Vehicles held in inventory are stated at the lower of cost and net realizable value. The calculation of net realizable value requires an estimate of the expected selling price of each vehicle held in inventory. This estimate is made using a combination of historical data of the Group and independent market data. Independent market data provide a view to recent market activity for vehicles with similar attributes to those held in stock. This, combined with recent sales data of the Group, is used to estimate the expected selling prices of inventory. At each reporting period the Group recognizes any necessary adjustments to reflect vehicle inventory at the lower of cost or net realizable value through cost of sales. See Note 16 for further details of the inventory provision, including a sensitivity analysis. Share-based payments Estimating fair value of equity settled employee share options requires determination of the most appropriate valuation model, which depends on the terms and conditions of the grant. This estimate also requires determination of the most appropriate inputs to the valuation model including the expected life of the share option, volatility and dividend yield and making assumptions about them. For the measurement of the fair value of equity-settled transactions with employees at the grant date, the Group uses either a Black-Scholes or Monte-Carlo model for Unapproved grants prior to the Transaction and a Monte-Carlo model for Executive director grants after the Transaction. The assumptions and models used for estimating fair value for share-based payment transactions are disclosed in Note 26. Warrants The valuation of the Group’s warrants requires the use of option pricing models or other valuation techniques. The fair value is determined using a Black-Scholes model for the private placement warrants. The key assumption used for estimating the fair value of the private placement warrants is the volatility. Further details are disclosed in Note 23. Leases - Estimating the incremental borrowing rate The Group cannot readily determine the interest rate implicit in the lease, therefore, it uses its incremental borrowing rate (“IBR”) to measure lease liabilities. The IBR is the rate of interest that the Group would have to pay to borrow over a similar term, and with a similar security, the funds necessary to obtain an asset of a similar value to the right-of-use asset in a similar economic environment. The IBR therefore reflects what the Group ‘would have to pay’, which requires estimation when no observable rates are available or when they need to be adjusted to reflect the terms and conditions of the lease. The Group estimates the IBR using observable inputs when available and is required to make certain entity-specific estimates. |
Revenue
Revenue | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure of revenue [text block] [Abstract] | |
Revenue | 5. Revenue 5.1 Disaggregated revenue information The following is an analysis of the Group’s revenue for the year from continuing operations. Management assesses and monitors the revenue performance of the Group as a single segment. Year ended Year ended Year ended Type of goods Retail 500,607 150,420 1,078 Wholesale 104,150 8,667 90 Other sales 63,057 3,121 8 667,814 162,208 1,176 Geographical markets UK 655,423 162,208 1,176 Europe 12,391 - - 667,814 162,208 1,176 Recognition of revenue Revenue from contracts with customers 647,043 162,208 1,176 Other revenue 20,771 - - 667,814 162,208 1,176 5.2 Contract balances At December 31 At December 31 £’000 At December 31 £’000 Trade receivables 14,797 7,243 291 Contract assets 3,451 599 8 Contract liabilities (7,911 ) (9,059 ) (385 ) All contract assets and liabilities are short term in nature and are derecognized within one month of the reporting period end across both 2021, 2020 and 2019 financial years. Revenue expected to be recognized in the future related to performance obligations that are unsatisfied (or partially unsatisfied) at the year-end is summarized as below. Within one Within one Within one December 31, £’000 £’000 £’000 Undelivered vehicles 7,911 9,059 385 |
Operating Expenses
Operating Expenses | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure of other operating expense [text block] [Abstract] | |
Operating expenses | 6. Operating expenses Operating loss from continuing operations is stated after charging: Year ended Year ended Year ended Depreciation of property, plant and equipment and right-of-use assets 21,269 5,897 705 Amortization and impairment of intangible assets 35,995 1,292 76 Expensed research and development costs 8,476 6,697 1,010 |
Employee Benefit Expenses
Employee Benefit Expenses | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure of employee benefits [text block] [Abstract] | |
Employee benefit expenses | 7. Employee benefit expenses Employee benefit expenses (including Directors) comprise: Year ended Year ended December 31 £’000 Year ended December 31 £’000 Wages and salaries 78,641 10,913 5,164 Employer’s national insurance 9,172 2,092 599 Short-term non-monetary benefits 535 416 69 Defined contribution pension cost 3,408 871 215 Share-based payment expenses 43,871 3,759 199 135,627 18,051 6,246 |
Finance Income and Expense
Finance Income and Expense | 12 Months Ended |
Dec. 31, 2021 | |
Finance Income And Expenses [Abstract] | |
Finance income and expense | 8. Finance income and expense Recognized in profit or loss Year ended Year ended Year ended 2021 2020 2019 £’000 £’000 £’000 Finance income Interest on bank deposits 233 486 170 Total finance income 233 486 170 Finance expense Interest on loans and borrowings (4,378 ) (1,000 ) (392 ) Interest on lease liabilities (1,338 ) (298 ) (64 ) Total finance expense (5,716 ) (1,298 ) (456 ) |
Other Income and Expenses
Other Income and Expenses | 12 Months Ended |
Dec. 31, 2021 | |
Other Income and Expenses [Abstract] | |
Other income and expenses | 9. Other income and expenses Year ended Year ended Year ended IFRS 2 expense on the Transaction (non-cash) 240,810 - - Fair value movement in warrants (26,671 ) - - 214,140 - - IFRS 2 expense on the Transaction As described in Note 1, the Transaction led to an IFRS 2 expense. Cazoo issued shares with a fair value of £288.4 million to Ajax shareholders. In exchange, Cazoo received the identifiable net assets held by Ajax, which had a fair value upon closing of £47.5 million. The excess of the fair value of the equity instruments issued over the fair value of the identified net assets received represents a non-cash expense in accordance with IFRS 2. This one-time expense of £240.8 million is recognized as an IFRS 2 expense within the statement of profit or loss. Fair value movement in warrants The fair value of the warrants as at August 26, 2021 was £69.4 million. The fair value of the warrants as at December 31, 2021 was £42.7 million. The change in fair value of £26.7 million is recognized within the statement of profit or loss. Refer to Note 23 for further information. |
Taxation
Taxation | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure of income tax [text block] [Abstract] | |
Taxation | 10. Taxation Tax credit Year ended Year ended Year ended 2021 2020 2019 Current tax: Adjustment in respect of prior years 190 - - Deferred tax: Origination and reversal of timing differences (7,409 ) (969 ) - Adjustment in respect of prior years 191 - - Effect of tax rate change on opening balance 1,324 - - Tax credit (5,704 ) (969 ) - The tax credit for the year can be reconciled to the statement of profit and loss as follows: Year ended Year ended Year ended 2021 2020 2019 Loss before tax from continuing operations (549,213 ) (99,847 ) (17,964 ) Current corporation tax rate of 19% (104,350 ) (18,971 ) (3,413 ) Impact of difference in overseas tax rates (3,146 ) - - Expenses not deductible for tax purposes 55,356 1,238 64 Adjustment in respect of previous periods 381 - - Impact of rate change 1,402 - - Deferred tax asset not recognized 69,563 17,733 3,349 Utilization of deferred tax previously unrecognized (23,862 ) - - Difference between corporation tax and deferred tax rate (423 ) - - Benefit of tax incentives (625 ) - - Research and development claim – prior year - (969 ) - Tax credit (5,704 ) (969 ) - The tax credit for the year can be reconciled to the statement of profit and loss as per the above. The credit is lower than the current corporation tax rate of 19% largely due to the IFRS 2 expense on the Transaction which has been treated as non-deductible expenditure and the net deferred tax liability identified on fixed asset additions. The tax credit is calculated on the basis of the tax laws enacted or substantively enacted at the balance sheet date in the countries where the Group operates and generates taxable income. Deferred taxation is determined using tax rates that are substantively enacted at the balance sheet date and are expected to apply when the asset is realized. Deferred tax assets are recognized to the extent it is probable that they will be recoverable against future taxable profits. Deferred tax £’000 Deferred tax assets Share-based payments 10,822 IFRS conversion 67 Short-term timing differences 119 Losses 2,081 Total deferred tax assets recognized 13,089 Deferred tax liabilities Fixed asset temporary differences (5,280 ) Intangible asset differences (6,632 ) IFRS conversion / capital gains (1,263 ) Total deferred tax liabilities (13,175 ) Deferred tax liabilities, net (86 ) Reconciliation of deferred tax liabilities, net £’000 At January 1, 2021 - Income tax recognized in the income statement 6,084 Prior year adjustments (191 ) Business combinations ( 13,404 ) Equity 7,425 At December 31, 2021 (86 ) At December 31, 2020 - At December 31, 2019 - The Group has unutilized tax losses of £488.3 million (2020: £123.5 million, 2019: £18.5 million) which are available against future taxable profits for an indefinite period. |
Discontinued Operations
Discontinued Operations | 12 Months Ended |
Dec. 31, 2021 | |
Discontinued operations [Abstract] | |
Discontinued operations | 11. Discontinued operations For the comparative year ended December 31, 2020 the Imperial Car Supermarkets Limited (“Imperial”) dealership centers were treated as a discontinued operation in accordance with IFRS 5. The dealership centers were converted to Cazoo Customer Centers in order to align with the Group’s online strategy. There were no discontinued operations in 2021 or 2019. Results of discontinued operations Year ended Revenue 27,194 Expenses (30,315 ) Operating loss (3,121 ) Finance expense (688 ) Loss before tax from discontinued operations (3,809 ) Tax expense - Loss for the year from discontinued operations (3,809 ) Earnings per share: Basic loss per ordinary share from discontinued operations £ (0.01 ) Diluted loss per ordinary share from discontinued operations £ (0.01 ) Net cash flows from/(used in) discontinued operations: Operating 23,581 Investing - Financing (34,987 ) Net cash (outflow)/inflow (11,406 ) |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure of earnings per share [text block] [Abstract] | |
Earnings per share | 12. Earnings per share Year ended Year ended Year ended £’000 £’000 £’000 Loss for the year (543,509 ) (102,687 ) (17,964 ) Weighted average number of ordinary shares: Basic weighted average number of ordinary shares 667,973,041 515,161,816 337,787,880 Dilutive effect of share options, Note 25 - - - Dilutive effect of warrants, Note 23 - - - Diluted weighted average number of ordinary shares 667,973,041 515,161,816 337,787,880 Basic loss per ordinary share £ (0.81 ) £ (0.20 ) £ (0.05 ) Diluted loss per ordinary share £ (0.81 ) £ (0.20 ) £ (0.05 ) Loss per share for each comparative period reflects Cazoo Holdings historical weighted average number of ordinary shares outstanding multiplied by the exchange ratio established in the Business Combination Agreement. The computation of diluted loss per ordinary share excludes the effect of share options and warrants because the inclusion of these would be anti-dilutive. |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure Of Acquisition [Abstract] | |
Acquisitions | 13. Acquisitions 13.1 Drover Limited On January 25, 2021 the Group acquired 100% of the share capital of Drover Limited (“Drover”) for total consideration of £65.4 million, as measured in accordance with IFRS 3. The acquisition balance sheet includes £4.0 million of cash on balance sheet. Total consideration net of cash acquired was £61.4 million. Drover was a car subscription service with operations in the United Kingdom and France. Founded in 2016, Drover provided a monthly car subscription service, including maintenance, servicing, tax, breakdown cover and optional insurance, allowing its customers to choose from over 50 different models, all available online. The Group acquired Drover to accelerate its entry into the car subscription market and the acquisition provided the Group an existing customer base of over 2,000 active subscribers in the UK as well as a small subscriber base in France along with the associated recurring revenues. The purchase has been accounted for as a business combination under the acquisition method in accordance with IFRS 3. The consolidated financial statements include the results of Drover for the period from the acquisition date. In calculating goodwill arising from the acquisition, the fair value of net assets acquired was assessed and no material adjustments from book value were made to existing assets and liabilities. The Group has recognized a number of separately identifiable intangible assets as part of the acquisition, details of the amounts are set out in the table below. £’000 Property, plant and equipment 3,943 Trade and other receivables 4,868 Cash and cash equivalents 3,975 Trade and other payables (4,819 ) Lease liabilities (3,791 ) Deferred tax liabilities (44 ) Total net assets acquired 4,132 Intangible assets recognized on acquisition: Software 19,558 Brand 1,303 Deferred tax arising on intangible assets (3,985 ) Total intangible assets recognized on acquisition 16,876 Total identifiable net assets at fair value 21,008 Goodwill 44,356 Purchase consideration transferred 65,364 Satisfied by: Cash 20,996 Debt assumed and discharged 4,463 Shares issued 33,339 Warrants issued 6,566 Purchase consideration transferred 65,364 At the date of the acquisition, the carrying amount of trade and other receivables was £4.9 million and all of this was expected to be collectible in the short term. As such, there was no difference between the carrying amount and fair value of trade and other receivables at the date of acquisition. The Group measured the acquired lease liabilities using the present value of the remaining lease payments at the date of acquisition. The right-of-use assets were measured at an amount equal to the lease liabilities and adjusted to reflect the unfavorable terms of the lease relative to market terms. Software acquired represents Drover’s subscription platform system that had been developed in-house and is considered to be Drover owned intellectual property. The platform underpins Drover’s business allowing customers to book, pay and manage their subscriptions. During the year ended December 31, 2021, the Group launched the Cazoo Subscription Service, bringing the technology and subscription offering previously provided by Drover under the Cazoo brand. Accordingly, the Drover brand was fully amortized during the year in the statement of profit or loss. Goodwill is attributable mainly to the skills and technical talent of Drover’s workforce, and the synergies expected to be achieved from integrating the company into the Group’s existing standard car business. The fair value of the Cazoo Holdings Limited ordinary shares issued at the date of acquisition was determined as £10.60 per ordinary share, derived from the Group’s most recent funding round at the time of acquisition. Upon acquisition, warrants were issued as consideration giving the holders the right to purchase ordinary share capital of Cazoo Holdings Limited at the next funding round at a 20 percent discount to the equity share price of that round. The benefit gained by the warrant holders is a fixed value and therefore the warrants were recorded as a financial liability. The warrants were exercised in August 2021 prior to the closing of the Transaction. Refer to Note 22 for further details. From the date of acquisition to December 31, 2021, Drover has contributed £8.3 million of revenue and £11.1 million to the Group’s loss before tax. If the acquisition had occurred on January 1, 2021, management estimates that the Group’s revenue from continuing operations attributable to Drover would have been £9.2 million and the loss from continuing operations attributable to Drover for the year would have been £11.5 million. Transaction costs of £0.8 million have been expensed and are included in administrative expenses in the statement of profit or loss and are part of operating cash flows in the statement of cash flows. 13.2 Smart Fleet Solutions Limited On February 11, 2021 the Group acquired 100% of the share capital of Smart Fleet Solutions Limited (“Smart Fleet”) for consideration of £23.2 million, as measured in accordance with IFRS 3. The acquisition balance sheet includes £0.7 million of cash on balance sheet. Total consideration net of cash acquired was £22.5 million for the equity of Smart Fleet. At the same time as the acquisition, the Group acquired £15.9 million of freehold property relating to vehicle preparation centers operated by Smart Fleet owned by the previous shareholders. The initial acquisition and purchase of freehold property have been treated as a linked transaction and have therefore been accounted for as a single transaction. Total consideration recognized in accordance with IFRS 3 for both transactions combined is £39.1 million. Smart Fleet was a vehicle reconditioning business that operated four state-of-the-art vehicle preparation centers across the UK, which reduced its reliance on any third-party providers. Smart Fleet’s team of over 500 vehicle reconditioning and logistics staff also provide significant expertise. In addition, Smart Fleet had in place a number of third-party contracts which are strategically beneficial to the Group. The Group acquired Smart Fleet for its UK-wide infrastructure and expertise in the reconditioning of used cars, which is expected to enhance the Group’s ability to operate at scale. The purchase has been accounted for as a business combination under the acquisition method in accordance with IFRS 3. The consolidated financial statements include the results of Smart Fleet for the period from the acquisition date. In calculating goodwill arising from the acquisition, the fair value of net assets acquired was determined. Adjustments to book value were made in the recognition of market value of real estate leases and the fair value of freehold property. The Group has also recognized a number of separately identifiable intangible assets as part of the acquisition, details of the amounts are set out in the table below. £’000 Property, plant and equipment 25,101 Inventory 333 Trade and other receivables 7,335 Cash and cash equivalents 669 Trade and other payables (2,160 ) Lease liabilities (2,766 ) Provisions (253 ) Deferred tax liabilities (88 ) Total net assets acquired 28,171 Intangible assets recognized on acquisition: Customer relationships 7,300 Deferred tax arising on intangible assets (1,387 ) Total intangible assets recognized on acquisition 5,913 Total identifiable net assets at fair value 34,084 Goodwill 5,041 Purchase consideration transferred 39,125 Satisfied by: Cash 29,125 Debt assumed and discharged 9,000 Shares issued 1,000 Purchase consideration transferred 39,125 At the date of the acquisition, the carrying amount of trade and other receivables was £7.3 million and all of this was expected to be collectible in the short term. As such, there was no difference between the carrying amount and fair value of trade and other receivables at the date of acquisition. The Group measured the acquired lease liabilities using the present value of the remaining lease payments at the date of acquisition. The right-of-use assets were measured at an amount equal to the lease liabilities and adjusted to reflect the unfavorable terms of the lease relative to market terms. An intangible asset has been recognized for significant customer relationships as future economic benefit is expected to arise from Smart Fleet existing customer relationships. Smart Fleet provides vehicle reconditioning to a small number of customers for which it holds long term relationships. Goodwill is attributable mainly to the skills and technical talent of Smart Fleet’s workforce, and the synergies expected to be achieved from integrating the company into the Group’s existing car reconditioning process, significantly increasing in-house capacity. The fair value of the Cazoo Holdings Limited ordinary shares issued at the date of acquisition was determined as £10.60 per ordinary share, derived from the Group’s most recent funding round at the time of acquisition. From the date of acquisition to December 31, 2021, Smart Fleet has contributed £17.4 million of revenue and £25.7 million to loss before tax to the Group. If the acquisition had occurred on January 1, 2021, management estimates that the Group’s revenue from continuing operations attributable to Smart Fleet would have been £21.1 million and the loss from continuing operations attributable to Smart Fleet for the year would have been £25.1 million. Transaction costs of £2.0 million have been expensed and are included in administrative expenses in the statement of profit or loss and are part of operating cash flows in the statement of cash flows. 13.3 Cluno GmbH On February 23, 2021, the Group acquired 100% of the share capital of Cluno Gmbh (“Cluno”) for total consideration of £60.4 million (€69.7 million), as measured in accordance with IFRS 3. The acquisition balance sheet includes £8.6 million of cash. Total consideration net of cash acquired was £51.8 million. Cluno was a German car subscription services company, with a business similar to Drover and a team of approximately 100 employees based in Munich. Cluno offered a monthly subscription that included all car expenses other than fuel, with a six-month minimum term per car in Germany with 100 different models from 15 different brands. Cluno had an experienced team and strong supplier and EU-partner relationships. The Group acquired Cluno to accelerate its entry into the EU market and the acquisition provided the Group with an existing customer base of over 3,000 active subscribers in Germany along with the associated recurring revenues and a strong team to help launch the Cazoo proposition in Germany and across Europe. The purchase has been accounted for as a business combination under the acquisition method in accordance with IFRS 3. The consolidated financial statements include the results of Cluno for the period from the acquisition date. In accordance with IFRS 3, for convenience the acquisition date has been designated as February 28, 2021 and the opening balance sheet has been prepared as at February 28, 2021. In calculating goodwill arising from the acquisition, the fair value of net assets acquired was assessed and no material adjustments from book value were made to existing assets and liabilities. The Group has recognized a number of separately identifiable intangible assets as part of the acquisition, details of the amounts are set out in the table below. £’000 Property, plant and equipment 27,181 Trade and other receivables 5,493 Cash and cash equivalents 8,589 Trade and other payables (5,982 ) Loans and borrowings (19,879 ) Lease liabilities (3,830 ) Deferred tax liabilities (16 ) Total net assets acquired 11,556 Intangible assets recognized on acquisition: Software 4,445 Brand 1,444 Deferred tax arising on intangible assets (1,905 ) Total intangible assets recognized on acquisition 3,984 Total identifiable net assets at fair value 15,540 Goodwill 44,814 Purchase consideration transferred 60,354 Satisfied by: Cash 28,722 Shares issued 31,009 Voluntary employee share option plan 623 Purchase consideration transferred 60,354 At the date of the acquisition, the carrying amount of trade and other receivables was £5.5 million and all of this was expected to be collectible in the short term. As such, there was no difference between the carrying amount and fair value of trade and other receivables at the date of acquisition. The Group measured the acquired lease liabilities using the present value of the remaining lease payments at the date of acquisition. The right-of-use assets were measured at an amount equal to the lease liabilities and adjusted to reflect the unfavorable terms of the lease relative to market terms. Software acquired represents Cluno’s subscription platform system that had been developed in-house and is considered to be Cluno owned intellectual property. The platform underpins Cluno’s business allowing customers to book, pay and manage their subscriptions. Prior to the acquisition, Cluno was Germany’s leading car subscription provider. The brand was considered to be highly recognizable in Germany. Goodwill is attributable mainly to the skills and technical talent of Cluno’s workforce, and the synergies expected to be achieved from integrating the company into the Group’s existing standard car business. The fair value of the Cazoo Holdings Limited ordinary shares issued at the date of acquisition was determined as £10.6 per ordinary share, derived from the Group’s most recent funding round at the time of acquisition. From the date of acquisition to December 31, 2021, Cluno has contributed £11.1 million of revenue and £17.7 million to loss before tax to the Group. If the acquisition had occurred on January 1, 2021, management estimates that the Group’s revenue from continuing operations attributable to Cluno would have been £14.9 million and the loss from continuing operations attributable to Cluno for the year would have been £20 million. Transaction costs of £1.1 million have been expensed and are included in administrative expenses in the statement of profit or loss and are part of operating cash flows in the statement of cash flows. 13.4 UK Vehicle Limited On September 2, 2021 the Group acquired 100% of the share capital of UK Vehicle Limited (“Cazana”), including its subsidiaries Car and Classic Holdings Limited and Car and Classic Limited (“Car and Classic”), for consideration of £29.7 million. On the same date, a subset of the sellers immediately repurchased Car and Classic for consideration of £6.0 million. Total consideration recognized in accordance with IFRS 3 is therefore £23.7 million. The acquisition balance sheet includes £0.7 million of cash. Total consideration net of cash acquired was £23.0 million. Founded in 2012, Cazana had grown to a team of more than 50 staff including data scientists and engineers headquartered in London. Cazana had built an extensive dataset of over 500 million historic vehicle transactions from a range of countries including the UK, Germany, France, Spain and Italy, and its tools were used by car manufacturers, lenders, fleet owners and insurers. Cazana’s products include real-time vehicle valuation, pricing and stock management tools, and the acquisition by the Group combined its brand, proposition and platform with Cazana’s extensive data, products and expertise. This deal enhanced the Group’s data team and capabilities and allows it to further optimize its car buying, selling and pricing across the UK and Europe for the benefit of consumers. The initial acquisition of Cazana and immediate sale of Car and Classic have been treated as a linked transaction and have therefore been accounted for as a single transaction. The net assets acquired which are presented below exclude Car and Classic. The purchase has been accounted for as a business combination under the acquisition method in accordance with IFRS 3. The consolidated financial statements include the results of Cazana for the period from the acquisition date. In calculating goodwill arising from the acquisition, the fair value of net assets acquired was assessed and no material adjustments from book value were made to existing assets and liabilities. The Group has recognized a number of separately identifiable intangible assets as part of the acquisition, details of the provisional amounts are set out in the table below. £’000 Property, plant and equipment 81 Trade and other receivables 788 Cash and cash equivalents 704 Trade and other payables (1,535 ) Total net assets acquired 38 Intangible assets recognized on acquisition: Software 10,287 Deferred tax arising on intangible assets (2,131 ) Total intangible assets recognized on acquisition 8,156 Total identifiable net assets at fair value 8,194 Goodwill 15,496 Purchase consideration transferred 23,690 Satisfied by: Cash 23,570 Deferred consideration 120 Purchase consideration transferred 23,690 At the date of the acquisition, the carrying amount of trade and other receivables was £0.8 million and all of this was expected to be collectible in the short term. As such, there was no difference between the carrying amount and fair value of trade and other receivables at the date of acquisition. Software acquired represents Cazana’s data assets and tools which underpin Cazana’s business operations. Goodwill is attributable mainly to the skills and technical talent of Cazana’s workforce, and the synergies expected to be achieved from integrating the company into the Group’s existing standard car business. Following the acquisition, UK Vehicle Limited was renamed Cazoo Data Services Limited. From the date of acquisition to December 31, 2021, Cazana has contributed £0.9 million of revenue and £0.8 million to loss before tax to the Group. If the acquisition had occurred on January 1, 2021, management estimates that the Group’s revenue from continuing operations attributable to Cazana would have been £2.7 million and the loss from continuing operations attributable to Cazana for the year would have been £4.9 million. Transaction costs of £0.7 million have been expensed and are included in administrative expenses in the statement of profit or loss and are part of operating cash flows in the statement of cash flows. 13.5 SMH Fleet Solutions Limited On September 15, 2021 the Group acquired 100% of the share capital of SMH Fleet Solutions Limited (“SMH”) for total consideration of £76.5 million, as measured in accordance with IFRS 3. The acquisition balance sheet includes £8.2 million of cash. Total consideration net of cash acquired was £68.3 million. Established in 2003, SMH had a team of over 500 expert staff that reconditioned more than 70,000 vehicles annually from five vehicle preparation centers across 136 acres in Bedford, Gloucester, Throckmorton, Worcester and St Helens. SMH also carried out over 150,000 vehicle movements per year with a team of over 300 logistics specialists as well as operated an online wholesale platform for used cars. The purchase has been accounted for as a business combination under the acquisition method in accordance with IFRS 3. The consolidated financial statements include the results of SMH for the period from the acquisition date. In calculating goodwill arising from the acquisition, the fair value of net assets acquired was assessed and no material adjustments from book value were made to existing assets and liabilities. The Group has recognized a number of separately identifiable intangible assets as part of the acquisition, details of the provisional amounts are set out in the table below. £’000 Property, plant and equipment 29,062 Financial investments 3 Inventory 1,247 Trade and other receivables 7,972 Cash and cash equivalents 8,161 Trade and other payables (7,727 ) Lease liabilities (25,749 ) Provisions (3,224 ) Deferred tax assets (335 ) Total net assets acquired 9,410 Intangible assets recognized on acquisition: Software 1,489 Customer relationships 7,574 Deferred tax arising on intangible assets (1,765 ) Total intangible assets recognized on acquisition 7,298 Total identifiable net assets at fair value 16,708 Goodwill 59,770 Purchase consideration transferred 76,478 Satisfied by: Cash 61,105 Debt assumed and discharged 15,373 Purchase consideration transferred 76,478 At the date of the acquisition, the carrying amount of trade and other receivables was £8.0 million and all of this was expected to be collectible in the short term. As such, there was no difference between the carrying amount and fair value of trade and other receivables at the date of acquisition. The Group measured the acquired lease liabilities using the present value of the remaining lease payments at the date of acquisition. The right-of-use assets were measured at an amount equal to the lease liabilities. Software acquire represents the online auction platform and software applications to facilitate internal job processes which have been developed in-house. An intangible asset has been recognized for significant customer relationships as future economic benefit is expected to arise from SMH existing customer relationships. SMH provides vehicle reconditioning to a small number of customers for which it holds long term relationships. Goodwill is attributable mainly to the skills and technical talent of SMH’s workforce, and the synergies expected to be achieved from integrating the company into the Group’s existing car reconditioning process, significantly increasing in-house capacity. From the date of acquisition to December 31, 2021, SMH has contributed £7.3 million of revenue and £12.5 million to loss before tax to the Group. If the acquisition had occurred on January 1, 2021, management estimates that the Group’s revenue from continuing operations attributable to SMH would have been £36.4 million and the loss from continuing operations attributable to SMH for the year would have been £15.1 million. Transaction costs of £1.1 million have been expensed and are included in administrative expenses in the statement of profit or loss and are part of operating cash flows in the statement of cash flows. 13.6 Swipcar 2017, S.L. On November 15, 2021 the Group acquired 100% of the share capital of Swipcar 2017, S.L. (“Swipcar”) for total consideration of £23.6 million, with £15.6 million paid in cash, £2.6 million of deferred consideration and £5.4 million through the issue of Class A Shares Founded in 2018, Swipcar offered a wide selection of cars available from various leasing company partners for an all-inclusive single monthly subscription payment which included the car, insurance, maintenance, service and tax. As well as operating in Spain, Swipcar had also recently launched in Italy and Portugal. The transaction combined Cazoo’s brand and platform with Swipcar’s expertise and relationships in southern Europe and accelerates the launch of Cazoo’s full proposition into these markets. The purchase has been accounted for as a business combination under the acquisition method in accordance with IFRS 3. The consolidated financial statements include the results of Swipcar for the period from the acquisition date. In calculating goodwill arising from the acquisition, the fair value of net assets acquired was assessed and no material adjustments from book value were made to existing assets and liabilities. The Group has recognized a number of separately identifiable intangible assets as part of the acquisition, details of the provisional amounts are set out in the table below. £’000 Property, plant and equipment 249 Trade and other receivables 658 Cash and cash equivalents 377 Trade and other payables (1,186 ) Loans and borrowings (1,468 ) Lease liabilities (215 ) Total net assets acquired (1,585 ) Intangible assets recognized on acquisition: Software 603 Customer relationships 6,235 Deferred tax arising on intangible assets (1,709 ) Total intangible assets recognized on acquisition 5,129 Total identifiable net assets at fair value 3,544 Goodwill 20,025 Purchase consideration transferred 23,569 Satisfied by: Cash 15,644 Deferred consideration 2,560 Shares issued 5,365 Purchase consideration transferred 23,569 At the date of the acquisition, the carrying amount of trade and other receivables was £0.7 million and all of this was expected to be collectible in the short term. As such, there was no difference between the carrying amount and fair value of trade and other receivables at the date of acquisition. The Group measured the acquired lease liabilities using the present value of the remaining lease payments at the date of acquisition. The right-of-use assets were measured at an amount equal to the lease liabilities and adjusted to reflect the unfavorable terms of the lease relative to market terms. Software acquired represents Swipcar’s subscription platform system and website, which had been developed in-house and are considered to be Swipcar owned intellectual property. An intangible asset has been recognized for significant customer relationships as future economic benefit is expected to arise from Swipcar’s existing customer relationships. Goodwill is attributable mainly to the skills and technical talent of Swipcar’s workforce, and the synergies expected to be achieved from integrating the company into the Group’s existing standard car business. The fair value of the Class A Shares issued at the date of acquisition was determined as £6.87 per Class A Share, which was the closing share price of the Class A Shares on the acquisition date. From the date of acquisition to December 31, 2021, Swipcar has contributed £0.6 million of revenue and £6.5m to loss before tax to the Group. If the acquisition had occurred on January 1, 2021, management estimates that the Group’s revenue from continuing operations attributable to Swipcar would have been £3.6 million and the loss from continuing operations attributable to Swipcar for the year would have been £9.0 million. Transaction costs of £0.5 million have been expensed and are included in administrative expenses in the statement of profit or loss and are part of operating cash flows in the statement of cash flows. 13.7 Vans 365 Limited On December 22, 2021 the Group acquired Vans 365 Limited (“Vans 365”) for total consideration of £7.9 million, as measured in accordance with IFRS 3. The acquisition balance sheet includes £1.6 million of cash. Total consideration net of cash acquired was £6.3 million. Vans 365 was an independent online commercial vehicle retailer in the UK with a team of experienced in-house technicians and customer service specialists based in Bristol, which bought and sold hundreds of vans monthly and, prior to the acquisition, had achieved positive customer feedback with an “excellent” Trustpilot score. The deal combined Cazoo’s platform and brand with Vans 365’s expertise and relationships in the commercial vehicle market and enhanced Cazoo’s customer offering and team and has accelerated its launch into buying and selling commercial vehicles online. The purchase has been accounted for as a business combination under the acquisition method in accordance with IFRS 3. The consolidated financial statements include the results of Vans 365 for the period from the acquisition date. In accordance with IFRS 3, for convenience the acquisition date has been designated as December 31, 2021 and the opening balance sheet has been prepared as at December 31, 2021. In calculating goodwill arising from the acquisition, the fair value of net assets acquired was assessed and no material adjustments from book value were made to existing assets and liabilities. The Group has recognized a number of separately identifiable intangible assets as part of the acquisition, details of the provisional amounts are set out in the table below. £’000 Property, plant and equipment 25 Inventory 566 Trade and other receivables 49 Cash and cash equivalents 1,581 Trade and other payables (1,090 ) Provisions (72 ) Total net assets at fair value 1,059 Intangible assets recognized on acquisition: Software 205 Deferred tax arising on intangible assets (39 ) Total intangible assets recognized on acquisition 166 Total identifiable net assets at fair value 1,225 Goodwill 6,645 Purchase consideration transferred 7,870 Satisfied by: Cash 3,205 Deferred consideration 1,500 Debt assumed and discharged 3,165 Purchase consideration transferred 7,870 The Group measured the acquired lease liabilities using the present value of the remaining lease payments at the date of acquisition. The right-of-use assets were measured at an amount equal to the lease liabilities and adjusted to reflect the unfavorable terms of the lease relative to market terms. Software acquired represents Vans 365’s website, which was developed in-house and is considered to be Vans 365 owned intellectual property. Goodwill is attributable mainly to the skills and technical talent of Vans 365’s workforce, and the synergies expected to be achieved from integrating the company into the Group’s existing standard car business. From the date of acquisition to December 31, 2021, Vans 365 contributed £ nil nil Transaction costs of £0.2 million have been expensed and are included in administrative expenses in the statement of profit or loss and are part of operating cash flows in the statement of cash flows. |
Property, Plant and Equipment
Property, Plant and Equipment | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property, plant and equipment | 14. Property, plant and equipment Freehold Leasehold Fixtures and Computer Subscription Other motor Plant and Total £’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000 Cost At December 31, 2019 - 1,191 758 235 - 40 - 2,244 Additions - 11,784 2,892 363 - 2,702 - 17,741 Acquisition of a subsidiary 14,907 2,576 1,375 252 - 116 1,165 20,391 Disposals - (1,849 ) (1,076 ) (252 ) - (116 ) (506 ) (3,799 ) At December 31, 2020 14,907 13,702 3,949 598 - 2,742 659 36,557 Additions - 12,419 5,210 2,245 82,314 8,011 810 111,009 Acquisition of subsidiaries 15,921 4,081 1,418 1,013 25,346 367 2,692 50,838 Disposals - - - (3 ) (963 ) - (17 ) (983 ) Transfers - - - - (1,713 ) 791 - (922 ) FX revaluation - - - - (736 ) - - (736 ) At December 31, 2021 30,828 30,202 10,577 3,853 104,248 11,911 4,144 195,763 Accumulated depreciation At December 31, 2019 - (54 ) (109 ) (35 ) - (1 ) - (199 ) Depreciation charge for the year - (620 ) (331 ) (154 ) - (81 ) (79 ) (1,265 ) Disposals - 40 25 21 - 7 28 121 At December 31, 2020 - (634 ) (415 ) (168 ) - (75 ) (51 ) (1,343 ) Depreciation charge for the year - (4,247 ) (1,495 ) (830 ) (5,938 ) (1,630 ) (542 ) (14,682 ) Disposals - - - - 1,244 - - 1,244 Transfers - - - - 43 (66 ) - (23 ) FX revaluation - - - - (4 ) - - (4 ) At December 31, 2021 - (4,881 ) (1,910 ) (998 ) (4,655 ) (1,771 ) (593 ) (14,808 ) Net book value At December 31, 2021 30,828 25,321 8,667 2,855 99,593 10,140 3,551 180,955 At December 31, 2020 14,907 13,068 3,534 430 - 2,667 608 35,214 At December 31, 2019 - 1,137 649 200 - 39 - 2,025 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure of intangible assets and goodwill [text block] [Abstract] | |
Intangible assets and goodwill | 15. Intangible assets and goodwill Domain Development Customer Brand Goodwill Total £’000 £’000 £’000 £’000 £’000 £’000 Cost At December 31, 2019 20 3,244 - - - 3,264 Additions 31 1,858 - - - 1,889 Acquisition of a subsidiary - 251 - - 22,693 22,944 At December 31, 2020 51 5,353 - - 22,693 28,097 Additions 22 14,237 - - 14,259 Acquisition of subsidiaries - 36,588 21,109 2,746 196,147 256,590 At December 31, 2021 73 56,178 21,109 2,746 218,840 298,946 Accumulated amortization At December 31, 2019 (4 ) (72 ) - - - (76 ) Charge for the year (5 ) (1,356 ) - - - (1,361 ) At December 31, 2020 (9 ) (1,428 ) - - - (1,437 ) Charge for the year (25 ) (6,622 ) (21,109 ) (2,746 ) - (30,502 ) Impairment loss - (5,493 ) - - - (5,493 ) At December 31, 2021 (34 ) (13,543 ) (21,109 ) (2,746 ) - (37,432 ) Net book value At December 31, 2021 39 42,635 - - 218,840 261,514 At December 31, 2020 42 3,925 - - 22,693 26,660 At December 31, 2019 16 3,172 - - - 3,188 Impairment testing For the purposes of impairment testing, intangible assets and goodwill have been allocated to the Group’s CGUs as below. At December 31 2021 At December 31 2020 At December 31 2019 £’000 £’000 £’000 Intangible assets UK 32,696 3,967 3,188 Europe 5,096 - - Cazana 4,304 - - Swipcar 578 - - 42,674 3,967 3,188 Goodwill UK 136,833 22,693 - Europe 82,007 - - Cazana - - - Swipcar - - - 218,840 22,693 - The Group performed its annual impairment test in December 2021 which considered both qualitative and quantitative factors. UK The recoverable amount of the UK CGU of £1,658.6 million as at December 31, 2021 has been determined based on a value in use calculation using cash flow projections from financial budgets approved by senior management covering a seven-year period. The pre-tax discount rate applied to cash flow projections is 15.7% and cash flows beyond the seven-year period are extrapolated using a 2.0% growth rate. As a result of the analysis, there is headroom of £1,004.7 million and management did not identify an impairment for this CGU. Europe The recoverable amount of the Europe CGU of £300.1 million as at December 31, 2021 has been determined based on a value in use calculation using cash flow projections from financial budgets approved by senior management covering a nine-year period. The pre-tax discount rate applied to cash flow projections is 22.0% and cash flows beyond the nine-year period are extrapolated using a 2.0% growth rate. As a result of the analysis, there is headroom of £106.5 million and management did not identify an impairment for this CGU. Cazana The recoverable amount of the Cazana CGU of £4.6 million as at December 31, 2021 has been determined based on a value in use calculation using cash flow projections from financial budgets approved by senior management covering a seven-year period. The pre-tax discount rate applied to cash flow projections is 23.3% and cash flows beyond the seven-year period are extrapolated using a 2.0% growth rate. As a result of this analysis, management has recognized an impairment charge of £5.5 million in the current year against intangible assets. This reflects a shift to increasing the provision of data services to internal stakeholders and away from external customers. The impairment charge is recorded within administrative expenses in the statement of profit or loss. Swipcar The recoverable amount of the Swipcar CGU of £25.8 million as at December 31, 2021 has been determined based on a value in use calculation using cash flow projections from financial budgets approved by senior management covering a nine-year period. The pre-tax discount rate applied to cash flow projections is 19.6% and cash flows beyond the nine-year period are extrapolated using a 2.0% growth rate. As a result of the analysis, there is headroom of £21.0 million and management did not identify an impairment for this CGU. For value in use calculations, cash flows are typically forecast for a five-year period. Management has used a longer period of seven years for the UK and Cazana CGUs and nine years for the EU and Swipcar CGUs to better reflect the medium-term growth expectations for these CGUs. Key assumptions and sensitivity analysis The key assumptions used in the estimation of the recoverable amount are set out below. Discount rates The discount rate calculation is based on the specific circumstances of the Group and its CGUs and is derived from its weighted average cost of capital (WACC). A rise in the pre-tax discount rate above 26.8% (i.e. +11.1%) in the UK CGU would result in impairment. A rise in the pre-tax discount rate above 24.9% (i.e. +2.9%) in the EU CGU would result in impairment. A rise in the pre-tax discount rate above 30.6% (i.e. +11.0%) in the Swipcar CGU would result in impairment. A rise in the pre-tax discount rate to 24.3% (i.e. +1.0%) in the Cazana CGU would result in an additional impairment charge of £0.2 million. Gross margins Gross margins increase over the budget period to reflect anticipated efficiency improvements. A decrease in the gross margin by 1.0% in the UK CGU, EU CGU and Swipcar CGU would reduce the headroom but not result in impairment. Any decrease in the gross margin in the Cazana CGU would result in further impairment. Terminal growth rate The terminal growth rate is used to extrapolate cash flows beyond the forecast period. A decrease in the terminal growth rate by 1.0% in the UK CGU, EU CGU and Swipcar CGU would reduce the headroom but not result in impairment. Any decrease in the terminal growth rate in the Cazana CGU would result in further impairment. |
Inventory
Inventory | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure of inventories [text block] [Abstract] | |
Inventory | 16. Inventory At December 31 At December 31 At December 31 £’000 £’000 £’000 Finished goods and work in in progress 336,501 114,694 42,970 Goods in transit 28,084 - - Inventory 364,585 114,694 42,970 At each reporting period the Group recognizes any necessary adjustments to reflect vehicle inventory at the lower of cost or net realizable value. Further detail on the estimates made in the calculation of net realizable value is set out in Note 4.2. As at December 31 the inventory provision is stated as follows: At December 31 At December 31 At December 31 £’000 £’000 £’000 Gross inventory 369,532 118,203 43,969 Inventory provision (4,947 ) (3,509 ) (999 ) Inventory 364,585 114,694 42,970 During the year £447.2 million (2020: £161.2 million) was recognized as an expense for inventory carried at net realizable value. This is recognized in cost of sales. The sensitivity of the inventory provision, based upon a 2% change in the expected selling price of inventory input, is as follows: Change in expected Change in Change in % £’000 £’000 Inventory provision +2 1,417 882 Inventory provision -2 (1,904 ) (1,132 ) As at December 31, 2021 inventory of £273.3 million (2020: £96.3 million) was held as a security against stocking loans. |
Trade and Other Receivables
Trade and Other Receivables | 12 Months Ended |
Dec. 31, 2021 | |
Trade and Other Receivables [Abstract] | |
Trade and other receivables | 17. Trade and other receivables At December 31 At December 31 At December 31 £’000 £’000 £’000 Trade receivables 14,796 7,243 291 Prepayments 28,124 20,278 10,260 Contract assets 3,451 599 8 VAT recoverable 30,499 4,533 4,983 Other receivables 10,982 4,216 1,687 Total trade and other receivables 87,852 36,869 17,229 Current 77,884 29,358 13,255 Non-current 9,968 7,511 3,974 No prepayments (2020: £4.0 million, 2019: nil |
Trade and Other Payables
Trade and Other Payables | 12 Months Ended |
Dec. 31, 2021 | |
Trade and other payables [Abstract] | |
Trade and other payables | 18. Trade and other payables At December 31 At December 31 At December 31 £’000 £’000 £’000 Trade payables 29,224 12,668 1,867 Accruals and other creditors 25,279 10,348 1,632 Tax and social security payables 11,316 2,119 353 Contract liabilities 7,911 9,059 385 Deferred consideration 5,554 1,375 - Total trade and other payables 79,284 35,569 4,237 Current 79,284 35,569 4,237 Non-current - - - Trade and other payables are measured at amortized cost. |
Loans and Borrowings
Loans and Borrowings | 12 Months Ended |
Dec. 31, 2021 | |
Loans and Borrowings [Abstract] | |
Loans and borrowings | 19. Loans and borrowings The book value of loans and borrowings are as follows: At December 31 At December 31 At December 31 2021 2020 2019 £’000 £’000 £’000 Current Bank loans 635 - - Stocking loans 169,170 86,709 32,477 Subscription facilities 10,188 - - Mortgages 547 1,368 - 180,540 88,077 32,477 Non-current Bank loans 815 - - Stocking loans 8,809 - - Subscription facilities 56,987 - - Mortgages 1,502 2,126 - 68,113 2,126 - Total loans and borrowings 248,653 90,203 32,477 The carrying value of loans and borrowings classified as financial liabilities measured at amortized cost approximates fair value. Details of the interest rates, maturity and security details of loans and borrowings are set out in Note 24. The Group’s loans and borrowings are mainly denominated in Pounds Sterling. |
Provisions
Provisions | 12 Months Ended |
Dec. 31, 2021 | |
Provisions [Abstract] | |
Provisions | 20. Provisions Dilapidation £’000 At December 31, 2019 582 Acquisition of a subsidiary 1,820 Recognized during the year 961 At December 31, 2020 3,363 Acquisition of subsidiaries 3,549 Recognized during the year 1,073 At December 31, 2021 7,985 Current - Non-current 7,985 The dilapidation provisions relate to the expected reinstatement costs of leased office buildings, collection centers and vehicles back to the conditions required by the lease. Cash outflows associated with the dilapidation provision are to be incurred at the end of the relevant lease term, between 4 and 20 years. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure of leases [text block] [Abstract] | |
Leases | 21. Leases Group acting as a lessee The Group has lease contracts for its offices, customer collection centers, transporter motor vehicles and furniture and fittings. The Group’s obligations under its leases are secured by the lessor’s title to the leased assets. The carrying amounts and movement in the right-of-use assets are set out below: Leasehold Fixtures Subscription Other Total £’000 £’000 £’000 £’000 £’000 Cost At December 31, 2019 5,450 74 - 1,751 7,275 Additions 13,902 - - 6,496 20,398 Acquisition of a subsidiary 30,367 - - - 30,367 Disposals (1,387 ) - - - (1,387 ) At December 31, 2020 48,332 74 - 8,247 56,653 Additions 13,271 - 2,942 9,048 25,261 Acquisition of subsidiaries 29,268 - 5,536 - 34,804 Disposals (5,096 ) - (624 ) (220 ) (5,940 ) Transfers - - - (791 ) (791 ) FX revaluation - - (151 ) - (151 ) At December 31, 2021 85,775 74 7,703 16,284 109,836 Accumulated depreciation At December 31, 2019 (421 ) (4 ) - (81 ) (506 ) Depreciation charge for the year (4,561 ) (14 ) - (995 ) (5,570 ) Disposals 143 - - - 143 At December 31, 2020 (4,839 ) (18 ) - (1,076 ) (5,933 ) Depreciation charge for the year (8,108 ) (15 ) (3,157 ) (2,829 ) (14,109 ) Disposals 2,251 - - 143 2,394 Transfers - - - 66 66 At December 31, 2021 (10,696 ) (33 ) (3,157 ) (3,696 ) (17,582 ) Net book value At December 31, 2021 75,079 41 4,546 12,588 92,254 At December 31, 2020 43,493 56 - 7,171 50,720 At December 31, 2019 5,029 70 - 1,670 6,769 The carrying amount and movement in the lease liabilities are set out below: Lease liabilities £’000 At December 31, 2019 5,868 Additions 19,850 Acquisition of a subsidiary 27,972 Interest 652 Payments (6,294 ) At December 31, 2020 48,048 Additions 26,228 Acquisition of subsidiaries 36,352 Interest 1,338 Payments (18,597 ) Terminations (2,969 ) At December 31, 2021 90,400 The following are the amounts recognized in the statement of profit and loss in respect of lease agreements: Year ended December 31 2021 Year ended December 31 2020 Year ended December 31 2019 £’000 £’000 £’000 Depreciation expense 14,109 5,570 506 Interest on lease liabilities 1,338 652 64 Total 15,447 6,222 570 Group acting as a lessor The Group has entered into operating leases on its subscription vehicles. These leases have terms of between one and three years. Future minimum rentals receivable under non-cancellable operating leases are as follows: At December 31 At December 31 At December 31 £’000 £’000 £’000 Within one year 1,602 - - Within one year but not more than five years 469 - - Total 2,072 - - |
Share Capital
Share Capital | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure of classes of share capital [text block] [Abstract] | |
Share capital | 22. Share capital Issued and fully paid share capital 2021 2020 2019 Number Number Number 2021 2020 2019 Ordinary shares of £0.0000000167 each - 62,604 61,250 - - - Series A shares of £0.0000000167 each - 30,250 30,250 - - - Series B shares of £0.0000000167 each - 29,412 29,412 - - - Series C shares of £0.0000000167 each - 31,679 - - - - Series D shares of £0.0000000167 each - 22,501 - - - - Class A ordinary shares of $0.0001 per share 112,010 - - 8 - - Class C ordinary shares of $0.0001 per share 640,924 - - 47 - - 752,934 176,446 120,912 55 - - All classes of share presented above carry one vote per share and equal rights to dividends. On February 26, 2022, the Class C Shares automatically converted into Class A Shares on a one-for-one basis in accordance with the Articles. Share capital Share premium Merger reserve £’000 £’000 £’000 At December 31, 2019 - 81,500 - Series C share issuance - 99,750 - Group restructuring - (181,250 ) 181,250 Series C extension - 25,250 - Acquisition of subsidiary - 8,999 - Series D share issuance - 231,634 - Other share issuances - 237 - At December 31, 2020 - 266,120 181,250 Acquisition of subsidiaries 1 - 5,365 65,348 Warrants exercised - 11,967 - Recapitalization at the Transaction - Group restructuring 49 70,086 174,236 - PIPE share issuance 6 583,936 - - Transaction costs - (34,888 ) - At December 31, 2021 55 902,586 420,834 1 Prior to the Transaction, the merger relief section of the Companies Act 2006 required that the difference between the nominal value and issued value of the shares issued for the acquisitions of Drover, SFS and Cluno should be credited to the merger reserve in equity. After the Transaction, the Group prepares its financial statements in accordance with the requirements of the Companies Act (As Revised) of the Cayman Islands and the difference between the nominal value and issued value of the shares issued for the acquisition of Swipcar was credited to share premium. On March 23, 2020 the Group completed its Series C funding round initially raising £99.8 million followed by an extension to the funding round on June 23, 2020 raising an additional £25.2 million. The Series C share issue was partially settled by an £8.0 million media advertising and marketing commitment. On June 10, 2020 Group was subject to a restructuring where Cazoo Holdings Limited was inserted at the top of the Group as a new parent company resulting in a merger reserve. On July 15, 2020 the acquisition of Imperial was partially settled through the issuance of £9.0 million of shares. On October 1, 2020 the Group completed its Series D funding round raising £231.6 million. The equity raised included a deduction of £7.4m in relation to fund raising costs incurred. On January 25, 2021 the acquisition of Drover was partially settled through the issuance of £33.3 million of Cazoo Holdings Limited shares, as set out in Note 13. On February 11, 2021 the acquisition of Smart Fleet was partially settled through the issuance of £1.0 million of Cazoo Holdings Limited shares, as set out in Note 13. On February 23, 2021 the acquisition of Cluno was partially settled through the issuance of £31.0 million of Cazoo Holdings Limited shares, as set out in Note 13. In August 2021 £12.0 million of warrants from the acquisition of Drover were exercised prior to the closing of the Transaction. On August 26, 2021 the Group closed the Transaction, as set out in Note 1. The Group was subject to a recapitalization to reflect the capital structure of Cazoo Group Ltd resulting in an increase to the merger reserve of £174.2 million. The Transaction resulted in an increase in share premium of £619.1 million. Transactions cost directly attributable to the primary issue of £34.9 million were netted against share premium. On November 16, 2021 the acquisition of Swipcar was partially settled through the issuance of £5.4 million of shares, as set out in Note 13. |
Warrants
Warrants | 12 Months Ended |
Dec. 31, 2021 | |
Warrants [Abstract] | |
Warrants | 23. Warrants As at December 31, 2021 there were 41,254,566 warrants outstanding. The warrants entitle the holder to purchase one Class A ordinary share of Cazoo Group Ltd at an exercise price of $11.50 per share. Until warrant holders acquire the Class A Shares upon exercise of such warrants, they have no rights with respect to the Class A Shares. Public Private Total Number Number Number At December 31, 2019 - - - At December 31, 2020 - - - At December 31, 2021 20,124,748 21,129,818 41,254,566 Public warrants are classified as Level 1 due to the use of an observable market quote in an active market. Private placement warrants are classified as Level 3 due to the use of unobservable inputs. The fair value is determined using a Black-Scholes model for the private placement warrants. Level 1 Level 2 Level 3 Total At December 31, 2021 £’000 £’000 £’000 £’000 Warrants 13,418 - 29,274 42,692 The following information is relevant in the determination of fair value of the private placement warrants at December 31, 2021: Private placement Number of warrants 21,129,818 Exercise price $ 11.50 Expected term (years) 7 Expected volatility 47.1 % Dividend yield Nil Risk free interest rate 1.40 % Reconciliation of fair values The fair value movements are set out as follows: Public Private Total £’000 £’000 £’000 At December 31, 2019 - - - At December 31, 2020 - - - Warrants issued upon acquisition of Drover - 6,566 6,566 Fair value movement - 102 102 Exercise of warrants - (6,667 ) (6,667 ) Warrants issued in the Transaction 22,475 46,887 69,362 Fair value movement (9,057 ) (17,614 ) (26,671 ) At December 31, 2021 13,418 29,274 42,692 Sensitivity analysis For the private placement warrants, a 100 basis point increase in the expected volatility rate would increase the fair value per warrant by £0.05. |
Financial Instruments
Financial Instruments | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure of financial instruments [text block] [Abstract] | |
Financial instruments | 24. Financial instruments 24.1 Financial assets At December 31 At December 31 At December 31 2021 2020 2019 £’000 £’000 £’000 Financial assets at amortized cost Trade receivables 14,796 7,243 291 Contract assets 3,451 599 8 Lease deposits 5,124 2,653 1,675 Total financial assets 23,371 10,495 1,974 Current 18,247 10,495 1,974 Non-current 5,124 - - 24.2 Financial liabilities Financial liabilities: Interest-bearing loans and borrowings Interest rate At December 31 At December 31 At December 31 % Maturity £’000 £’000 £’000 Current Lease liabilities 1 – 8% Within one year 18,826 6,540 1,510 Bank loans Base rate + 3.25% – 3.75% 2.5% – 7.67% Within one year 635 - - Stocking loans Base rate + 0.5% – 3% On earlier of sale or 180 days / Within one year 169,170 86,709 32,477 Subscription facilities Base rate +1.7% – 3.7% +3.15 – 6% Within one year 10,188 - - Mortgages Base rate + 2% Within one year 547 1,368 - 199,366 94,617 33,987 Non-current Lease liabilities 1 – 8% 2023 – 2117 71,574 41,508 4,358 Bank loans Base rate + 3.25% – 3.75% 2.5% – 7.67% 2023 – 2025 815 - - Stocking loans Base rate + 3% 2023 8,809 - - Subscription facilities Base rate + 1.7% – 3.7% 4.05% – 6% 2023 – 2025 56,987 - - Mortgages Base rate + 2% 2023 – 2025 1,502 2,126 - 139,687 43,634 4,358 “Base rate” refers to the Bank of England base rate, Sterling Overnight Interest Benchmark (“SONIA”) or Euro Interbank Offered Rate (“EURIBOR”). In 2021 base rate references to LIBOR have been replaced with the Bank of England base rate. The bank loans are due between 2022 and 2025 and have a mix of fixed interest rates and base rates. The stocking loans are secured against the inventory of the Group. The stocking loan facilities have varying due dates, ranging from the earlier of a sale of a vehicle by the Group to a customer or 180 day term from the inception of the individual loan and within 720 days of drawdown. The stocking loans rates are in reference to the Bank of England base rate, SONIA or EURIBOR. The subscription facilities are secured against the subscription vehicles owned by the Group. The subscription facilities have a mixture of fixed due dates and others are for a maximum of 24 months after drawdown, with monthly instalments. The interest rates are a mixture of fixed interest rates and those which are in reference to the Bank of England base rate or EURIBOR. The mortgages are secured against certain freehold property of the Group. Other financial liabilities At December 31 At December 31 At December 31 2021 2020 2019 £’000 £’000 £’000 Financial liabilities at fair value through profit or loss Warrants 42,692 - - Current - - - Non-current 42,692 - - 24.3 Fair value Management assessed that the fair value of trade receivables, other receivables, stocking loans, subscription facilities and trade and other payables approximate their carrying value due to the short-term maturities of these instruments. The fair value of trade receivables, other receivables, stocking loans, subscription facilities and trade and other payables has been measured using Level 3 valuation inputs. The fair value of public warrants are measured using Level 1 inputs and the fair value of private placement warrants are measured using Level 3 inputs. Further information is set out in Note 23. 24.4 Interest rate risk management Interest rate risk is the risk that changes in interest rates will affect the income and financial management of the Group. The Group is exposed to interest rate risk through its stocking loans and subscription facilities where interest is charged in reference to a base interest rate. However, the exposure to interest rate risk is minimal since the Group is in a net cash position as at December 31, 2021 and December 31, 2020 and is therefore able to reduce exposure through repayment of the facilities. The Group does not hedge against interest rate risk. 24.4 Interest rate risk management The following table demonstrates the sensitivity to a reasonably possible change in interest rates on the Group’s stocking loans and subscription facilities. With other variables held constant, the Group’s profit before tax is affected through the impact on floating rate borrowings, as follows: Increase/decrease Effect on profit Effect on profit in basis points £’000 £’000 Loans and borrowings +100 (1,393 ) (298 ) Loans and borrowings -100 95 200 A 100 basis points decrease in interest rates would have less effect on profit before tax than a 100 basis points increase in interest rates because the Group’s stocking loans and subscription facilities are generally subject to reference rate floors. 24.5 Foreign currency risk management Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates. The Group is exposed to foreign currency risk through its operating activities in Europe (when revenue and expenses is denominated in Euros) and through certain expenses denominated in US dollars. The Group does not currently hedge against currency risk through the use of financial instruments such as foreign currency swaps. The following tables demonstrate the sensitivity to a reasonably possible change in EUR exchange rate, with all other variables held constant. The impact on the Group’s profit before tax is due to changes in the fair value of monetary assets and liabilities. The Group’s exposure to foreign currency changes for all other currencies is not material. Increase/decrease Effect on profit Effect on pre-tax equity in EUR rate £’000 £’000 2021 +5 % (1,336 ) (1,170 ) -5 % 1,336 1,170 2020 +5 % - - -5 % - - 24.6 Credit risk management Credit risk is the risk of financial loss to the Group if a customer or bank (“counterparty”) fails to meet its contractual obligations resulting in a financial loss to the Group. The Group’s maximum exposure to credit risk at the year end was equal to the carrying amount of trade receivables as set out in Note 17. For retail and wholesale sales, the Group’s exposure to credit risk is minimal since the settlement of amounts due for the sale of a vehicle to a consumer is completed prior to the delivery of the vehicle. The trade receivables balance represents customer funds to be received from our consumer finance partners and payment gateway provider. For subscription sales, the expected credit losses are estimated using a provision matrix based on the Group’s historical credit loss experience, adjusted for factors that are specific to the debtors, general economic conditions and an assessment of both the current as well as the forecast direction of conditions at the reporting date, including time value of money where appropriate. Credit risk from balances with banks and financial institutions is managed in accordance with the Group’s treasury policy. It is the Group’s policy to only hold cash and cash equivalent with banks which have at least an A rating and an A-1 rating for short term deposits, as per Standard and Poor’s credit rating system. The Group’s maximum exposure to credit risk on cash and cash equivalents is the carrying amount of cash and cash equivalents on the statement of financial position. 24.7 Liquidity risk management Liquidity risk refers to the ability of the Group to meet the obligations associated with its financial liabilities that are settled as they fall due. The treasury strategy of the Group is to retain cash on the balance sheet by financing the purchase of inventory and to maximize interest received while maintaining liquidity and flexibility in the availability of funds. The table below summarizes the maturity profile of the Group’s financial liabilities based upon contractual undiscounted payments: Less than one year 1 to 5 years Over 5 years Total At December 31, 2021 £’000 £’000 £’000 £’000 Bank loans 741 869 - 1,610 Stocking loans 169,170 8,809 - 177,979 Subscription facilities 12,155 65,797 - 77,952 Lease liabilities 18,917 46,772 34,526 100,215 Mortgages 600 1,653 - 2,253 Trade payables 29,224 - - 29,224 Total 230,807 123,900 34,526 389,233 Less than one year 1 to 5 years Over 5 years Total At December 31, 2020 £’000 £’000 £’000 £’000 Stocking loans 86,709 - - 86,709 Lease liabilities 7,603 25,243 21,052 53,898 Mortgages 1,385 2,230 - 3,615 Trade payables 12,668 - - 12,668 Total 108,365 27,473 21,052 156,890 Less than one year 1 to 5 years Over 5 years Total At December 31, 2019 £’000 £’000 £’000 £’000 Stocking loans 32,477 - - 32,477 Lease liabilities 1,429 4,943 - 6,372 Trade payables 1,867 - - 1,867 Total 35,773 4,943 - 40,716 24.8 Changes in liabilities arising from financial activities Bank loans Stocking loans Subscription Lease liabilities Mortgages Warrants Total £’000 £’000 £’000 £’000 £’000 £’000 £’000 At December 31, 2019 - 32,477 - 5,868 - - 38,345 New leases - - - 19,850 - - 19,850 Acquisition of subsidiary - 33,870 - 27,972 3,937 - 65,779 Issue of debt - 216,444 - - - - 216,444 Repayment - (196,082 ) - (6,294 ) (443 ) - (202,819 ) Interest on lease liabilities - - - 652 - - 652 At December 31, 2020 - 86,709 - 48,048 3,494 - 138,251 New leases - - - 26,228 - - 26,228 Acquisition of subsidiaries 1,468 - 19,878 36,352 - 6,566 64,264 Issue of debt 30 665,325 107,683 - - - 773,038 Repayment (48 ) (574,055 ) (60,386 ) (18,597 ) (1,445 ) - (654,531 ) Terminations - - - (2,969 ) - - (2,969 ) Interest on lease liabilities - - - 1,338 - - 1,338 Warrants issued and exercised - - - - - 62,695 62,695 Fair value movements - - - - - (26,569 ) (26,569 ) At December 31, 2021 1,450 177,979 67,175 90,400 2,049 42,692 381,745 24.9 Hedge accounting The Group has not entered into any agreements designed to hedge financial risk in the year ended December 31, 2021 (2020: none, 2019: none). 24.10 Derecognition of financial instruments The Group has not recorded any gains or losses arising through the derecognition of financial assets or financial liabilities in the year ended December 31, 2021 (2020: none, 2019: none). The Company is not subject to any externally imposed capital requirements. 24.11 Capital management For the purposes of the Group’s capital management, capital includes cash raised through the issue of share capital and stocking and subscription loans. The primary objective of the Group’s capital management is to finance operational and developmental activities. Stocking loans are used specifically by the Group to finance the purchase of inventory. At December 31 At December 31 At December 31 £’000 £’000 £’000 Inventory 364,585 114,694 42,970 Stocking loans (177,979 ) (86,709 ) (32,477 ) Net inventory 186,606 27,985 10,493 Cash and cash equivalents 192,629 243,524 34,539 |
Group Information
Group Information | 12 Months Ended |
Dec. 31, 2021 | |
Group Informationtext Block [Abstract] | |
Group information | 25. Group information Subsidiaries As at December 31, 2021 the consolidated financial statements of the Group include: Name Country of incorporation Principal activities Equity interest Cazoo Holdings Limited United Kingdom Activities of other holding companies 100% Cazoo Limited United Kingdom Sale of motor vehicles 100% Cazoo Properties Limited United Kingdom Activities of other holding companies 100% Imperial Car Supermarkets Limited United Kingdom Sale of motor vehicles 100% Imperial Cars of Swanwick Limited United Kingdom Sale of motor vehicles 100% Carsaz Limited United Kingdom Sale of motor vehicles 100% Cazoo Subscription Services Limited (previously Drover Limited) United Kingdom Renting and leasing of motor vehicles 100% Fantastic Cars Limited United Kingdom Renting and leasing of motor vehicles 100% CZO Data Services, Unipessoal, Lda (previously Drover Technologies Lda) Portugal Other business support service activities not elsewhere classified 100% CSS Mobility France SaS (previously Drover France SaS) France Renting and leasing of motor vehicles 100% Cazoo Trading France SaS France Sale of motor vehicles 100% Cazoo Properties France SaS France Activities of other holding companies 100% Cazoo Wholesale Services Limited (previously Smart Fleet Solutions Limited) United Kingdom Maintenance and repair of motor vehicles 100% Cluno GmbH Germany Renting and leasing of motor vehicles 100% Name Country of incorporation Principal activities Equity interest Cluno Fintech 1 GmbH Germany Acquisition, leasing and financing of motor vehicles 100% Cluno Fintech 2 GmbH Germany Acquisition, leasing and financing of motor vehicles 100% Cazoo Trading Germany GmbH Germany Sale and rental of motor vehicles and related intermediation activities 100% Cazoo Properties Germany GmbH Germany Activities of other holding companies 100% CSS Mobility Germany GmbH & Co. KG Germany Rental of motor vehicles and related intermediation activities 100% Cazoo Data Services Limited (previously UK Vehicle Limited) United Kingdom Other business support service activities not elsewhere classified 100% Project Chicago Newco Limited United Kingdom Non-trading company 100% Arctos Holdings Limited United Kingdom Activities of other holding companies 100% Moorgate House (Newco) Limited United Kingdom Dormant company 100% GBJ Developments Limited United Kingdom Non-trading company 100% CD Auction Group Limited United Kingdom Sale of motor vehicles 100% Cazoo Support Services Limited (previously Hudson Kapel Limited) United Kingdom Maintenance and repair of motor vehicles 100% Ensco 1109 Limited United Kingdom Activities of other holding companies 100% SMH Fleet Solutions Limited United Kingdom Renting and leasing of motor vehicles 100% Swipcar 2017, S.L. Spain Sale and rental of motor vehicles and related intermediation activities 100% Swipcar 2017 SL France Sale and rental of motor vehicles and related intermediation activities 100% Cazoo Trading Italy SARL Italy Sale of motor vehicles 100% Cazoo Trading Spain, S.L Spain Sale of motor vehicles 100% Cazoo Properties Spain, S.L Spain Activities of other holding companies 100% Vans 365 Limited United Kingdom Sale of vans 100% |
Share Based Payments
Share Based Payments | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure Of Sharebased Payment Arrangements [Abstract] | |
Share based payments | 26. Share-based payments Prior to the Transaction Prior to the Transaction, Cazoo Holdings operated two equity-settled share-based incentive scheme. Options were granted under both the government approved Enterprise Management Incentive (“EMI”) scheme and as Unapproved share options. The options vested in instalments over four years with expiry after ten years. Unvested options were forfeited if the employee left the Group before the options vested. The Transaction (i) EMI options Pursuant to the Business Combination Agreement, the Group established the Incentive Equity Plan. At the closing of the Transaction, 34,690 vested EMI options were exercised for Cazoo Holdings shares and sold for cash at a value of £0.4 million. Any vested EMI options which were not exercised were replaced by options to purchase Class C Shares of Cazoo Group Ltd under the Incentive Equity Plan. The replacement options were granted as if they had been granted on the same date as the original Cazoo Holdings option at the same exercise price with the same vesting schedule. The fair value of the Cazoo Group Ltd options was equal to the fair value of the Cazoo Holdings options immediately prior to the replacement. Therefore, the initial share-based payment charge profile has not been impacted. The Group permitted unvested EMI options to be accelerated and exercised in connection with the Transaction. Under a ‘reverse vesting’ agreement, participants were only able to receive Listco shares in connection with the exercise, with any cash arising from the mix and match process being reinvested in further Listco shares. All shares acquired from the unvested EMI options continued under their initial EMI vesting schedules, subject to forfeiture in accordance with the reverse vesting agreement. (ii) Unapproved options At the closing of the Transaction, 44,114 vested Unapproved options were exercised for Cazoo Holdings shares and sold for cash at a value of £0.4 million. The cash settled options were treated as a modification in accordance with IFRS 2. The modification date fair value of the share-based payment was greater than the grant date fair value given the increase in the fair value of Cazoo shares since the grant date. As a result, the increase in fair value of £1.1 million was recognized as an additional share-based charge in the statement of profit or loss. The vested Unapproved options which were not cash-settled and the unvested Unapproved options were replaced by options to purchase Class C Shares of Cazoo Group Ltd under the Incentive Equity Plan. The replacements were granted as if they had been granted on the same date as the original Cazoo Holdings option at the same exercise price with the same vesting schedule. The fair value of the Cazoo Group Ltd options was equal to the fair value of the Cazoo Holdings options immediately prior to the replacement. Therefore, the initial share-based payment charge profile has not been impacted. After the Transaction Under the Incentive Equity Plan, the Group operates an equity settled share-based incentive scheme whereby options are granted under Unapproved share options for UK-based employees and Restricted Stock Units for Europe-based employees. The options vest in instalments over four years with expiry after ten years. Unvested options are forfeited if the employee leaves the Group before the options vest. Certain executive directors received awards, equally split between time-based and performance-based awards. Under the terms of the Incentive Equity Plan, the time-based awards will be eligible to vest in equal annual instalments on each of the first four anniversaries of the grant date, subject to continued employment through each such anniversary, and market performance criteria. Any portion of the performance-based awards that remain unvested as of the fifth anniversary of the grant will be forfeited. The Group recognized a share-based charge for the year as follows: Year ended Year ended Year ended £’000 £’000 £’000 EMI prior to the Transaction 73 182 152 Unapproved prior to the Transaction 29,096 3,577 47 Modification at the Transaction 1,103 - - Incentive Equity Plan after the Transaction 13,599 - - 43,871 3,759 199 The following options were granted during the year ended December 31, 2021: Scheme Number Grant date Expiry date Unapproved prior to the Transaction 469,000 01/01/2021 01/01/2031 Unapproved prior to the Transaction 2,023,516 01/04/2021 01/04/2031 Incentive Equity Plan after the Transaction 1 23,915,248 01/10/2021 01/10/2031 Total 2021 26,407,764 Unapproved prior to the Transaction 1,566,584 01/01/2020 01/01/2030 Unapproved prior to the Transaction 1,422,500 01/04/2020 01/04/2030 Unapproved prior to the Transaction 2,215,381 01/07/2020 01/07/2030 Unapproved prior to the Transaction 1,594,720 01/10/2020 01/10/2030 Total 2020 6,799,185 Unapproved prior to the Transaction 2,079,500 01/06/2019 31/05/2029 EMI prior to the Transaction 7,102,500 01/10/2019 30/09/2029 Total 2019 9,182,000 1 The number of share options granted after the Transaction is based on the number of shares in Cazoo Group Ltd, therefore it is not on a like-for-like basis to the number of options granted in Cazoo Holdings prior to the Transaction. Movements in share options during the year The following reconciles the share options outstanding at the beginning and end of the year. The movement schedule is presented as if the options granted prior to the Transaction were granted by Cazoo Group Ltd. EMI Unapproved Incentive Number of Number of Number of At December 31, 2019 7,087,500 2,059,500 - Granted during the year - 6,799,185 - Exercised during the year (1,353,817 ) - - Forfeited during the year (1,050,000 ) (737,292 ) - At December 31, 2020 4,683,683 8,121,393 - Granted prior to the Transaction - 2,492,516 - Forfeited prior to the Transaction (66,413 ) (579,713 ) - Cash settled at the Transaction (34,690 ) (44,114 ) - Replacements at the Transaction 1 (4,582,580 ) (9,990,082 ) 50,347,491 Granted after the Transaction - - 23,915,248 At December 31, 2021 - - 74,262,739 1 The replacement options granted at the Transaction reflect the exchange ratio established in the Business Combination Agreement. Refer to Note 1 for further details. Employee share option fair value assessment The following information is relevant in the determination of fair value of the employee share options granted during 2021: Unapproved Incentive Equity Incentive Equity Valuation method Monte-Carlo N/A 1 Monte-Carlo Exercise price £ nil £nil £nil Expected volatility 50 % N/A 53 % Dividend yield Nil Nil Nil Risk free interest rate 0.00 % N/A 1.15 % Fair value per share £8.27 - £23.74 £ 5.33 £ 2.93 1 Considering that the Incentive Equity Plan awards vest over time without any further restrictions, the fair value is equal to the Company’s closing stock price as of the grant date. The following information is relevant in the determination of fair value of the employee share options granted during 2020: Unapproved Valuation method Black-Scholes Exercise price £ nil Expected volatility 46 % Dividend yield Nil Risk free interest rate 0.00 % Fair value per share £0.72 - £4.47 The following information is relevant in the determination of fair value of the employee share options granted during 2019: EMI Unapproved Valuation method Black-Scholes Black-Scholes Exercise price £ 0.10 £nil Expected volatility 66 % 62 % Dividend yield Nil Nil Risk free interest rate 0.80 % 0.75 % Fair value per share £ 0.17 £ 0.17 The expected volatility was estimated with references to listed companies with a similar business model. |
Cash and Cash Equivalents
Cash and Cash Equivalents | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure of cash and cash equivalents [text block] [Abstract] | |
Cash and cash equivalents | 27. Cash and cash equivalents At December 31 At December 31 At December 31 £’000 £’000 £’000 Cash at bank available on demand 181,818 52,742 19,508 Cash held in short-term deposit accounts 10,811 190,782 15,031 Cash and cash equivalents in the statement of financial position 192,629 243,524 34,539 Cash and cash equivalents in the statement of cash flows 192,629 243,524 34,539 |
Events after the Reporting Date
Events after the Reporting Date | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure of non-adjusting events after reporting period [line items] | |
Events after the reporting date | 28. Events after the reporting date 28.1 Acquisition of brumbrum On January 31, 2022, the Group acquired brumbrum for €80 million in a mix of cash and Cazoo shares. Founded in 2016, brumbrum was based in Milan and grew to a team of over 180 staff, including at its 40,000 square meter vehicle preparation center in Reggio Emilia, which has the potential to recondition over 15,000 cars annually. The business offered hundreds of vehicles for sale, finance or subscription for delivery across Italy. The transaction combined Cazoo’s brand, platform and funding with brumbrum’s strong team, local market expertise and commercial relationships across Italy and, once integrated, the Group expects will accelerate the launch of Cazoo’s full proposition throughout Italy by the middle of 2022. As of the date of this report, management has not completed its purchase price allocation exercise for the acquisition. 28.2 Issuance of convertible senior notes On February 16, 2022, the Group issued $630.0 million in aggregate principal amount of 2.00% Convertible Senior Notes due 2027 (the “Convertible Notes”) pursuant to the Indenture, dated February 16, 2022 (the “Indenture”), between Cazoo Group Ltd and U.S. Bank Trust Company, National Association, as trustee. The Convertible Notes bear regular interest at a rate of 2.00% per year. Interest accrues from February 16, 2022 and is payable quarterly in arrears on February 16, May 16, August 16 and November 16 of each year, beginning on May 16, 2022. The Convertible Notes will mature on February 16, 2027, unless earlier redeemed, repurchased or converted in accordance with the terms of the Convertible Notes. The principal amount of the Convertible Notes does not accrete. The Convertible Notes will be convertible at the option of the holders at any time after November 6, 2022 and prior to the close of business on the second scheduled trading day immediately preceding February 16, 2027. In addition, the Company may force the conversion of the Convertible Notes on or after February 16, 2025, if the trading price of the Class A Shares exceeds 150% of the conversion price for at least 20 trading days (whether or not consecutive) in any consecutive 30 trading day period (the “Trading Condition”). Upon conversion, the Company will satisfy its conversion obligation by delivering Class A Shares (subject to certain exceptions set forth in the Indenture). The Convertible Notes have an initial conversion rate of 200 Class A Shares per $1,000 principal amount of Convertible Notes. This is equivalent to an initial conversion price of $5.00 per share. The conversion rate is subject to customary adjustments under certain circumstances in accordance with the terms of the Indenture. Holders of the Convertible Notes have the right to require the Company to repurchase for cash all or a portion of their Convertible Notes at 100% of their principal amount, plus any accrued and unpaid interest, upon the occurrence of a Fundamental Change. The Company is also required to increase the conversion rate for holders who convert their Convertible Notes in connection with a Fundamental Change prior to the maturity date. The Company may not redeem the Convertible Notes prior to February 16, 2025. The Convertible Notes are redeemable, in whole or in part, for cash at the Company’s option at any time, and from time to time, on or after February 16, 2025, but only if (i) the Trading Condition (as defined above) is met, or (ii) the aggregate principal amount of the Convertible Notes outstanding and held by persons other than the Company or its affiliates is less than 15% of the initial aggregate principal amount of the Convertible Notes. If the Convertible Notes have not been converted, repurchased or redeemed at or prior to February 16, 2027, holders of the Convertible Notes will also be entitled to payment of a premium at maturity of the Convertible Notes, equal to 50% of the principal amount of the Convertible Notes. The premium is payable in cash, Class A Shares, or a combination of cash and Class A Shares at the option of the Company. The premium will not be payable if the trailing 10 trading day volume weighted average price of the Class A Shares is above $6.75 for any trading day beginning on (and excluding) March 4, 2024 and ending on (and including) March 18, 2024 (the “premium fall-away trigger”), provided that in connection with a share exchange event on or prior to March 4, 2024 involving a third-party acquirer, the premium fall-away trigger shall be tested using the fair market value of the consideration paid per Class A Share on the date of the share exchange event or if resulting in less consideration, the date on which any lock-up applicable to holders of the Class A Shares expires after the share exchange event. For the avoidance of doubt, this premium will not be payable by the Company (i) in the event of a mandatory conversion on or prior to the maturity date, (ii) in the event of a voluntary conversion by a holder on or prior to the maturity date, (iii) in connection with the redemption of the Convertible Notes on or prior to the maturity date, or (iv) in connection with a make-whole Fundamental Change or an offer to purchase Convertible Notes upon a Fundamental Change. The Convertible Notes are the Company’s senior unsecured obligations and (i) rank equal in right of payment to all of the Company’s existing and future unsubordinated indebtedness, (ii) rank senior in right of payment to any of the Company’s existing and future indebtedness that is expressly subordinated in right of payment to the Convertible Notes, (iii) are effectively subordinated in right of payment to any of the Company’s future secured indebtedness to the extent of the value of the collateral securing such indebtedness (subject to the next succeeding paragraph) and (iv) are structurally subordinated to all existing and future indebtedness and other liabilities (including trade payables) of current or future subsidiaries of the Company (subject to the next succeeding paragraph). The Convertible Notes will not be guaranteed or secured upon issuance but will receive the benefit of any guarantees or security provided at any time for the benefit of certain other indebtedness of the Company for borrowed money issued or incurred in the future, other than indebtedness incurred to purchase, finance or refinance the purchase of vehicles, vehicle parts, supplies and inventory and certain other indebtedness. The Indenture also contains covenants, events of default and other provisions which are customary for offerings of convertible notes. 28.3 Expiration of Class C Lock-Up Period On February 26, 2022, the Class C Shares automatically converted into Class A Shares on a one-for-one basis in accordance with the Articles. 28.4 UK stocking loans On March 22, 2022, the Group increased its UK stocking facilities by £25 million with an existing lender. 28.5 Asset-backed securitization with BNP Paribas On March 28, 2022, the Group entered into a €50 million asset-based securitization facility with BNP Paribas (the “BNP Facility”) to help accelerate the expansion of the Group’s car subscription platform in Europe. The deal with BNP Paribas will allow Cazoo to enhance its capital-efficiency and accelerate the expansion of its car subscription platform in Europe. The facility has been designed with the ability to easily increase the funding requirement and add additional markets in the future, in line with the growth of Cazoo. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure of related party [text block] [Abstract] | |
Related party transactions | 29. Related party transactions 29.1 Key management personnel The Directors are considered to be key management personnel of the Group. The amounts disclosed in the table are the amounts recognized as an expense during the year related to key management personnel. Year ended Year ended Year ended £’000 £’000 £’000 Short-term employee benefits 826 631 470 Post-employment pension benefits 50 23 16 Share-based payment transactions 14,926 - - Total compensation paid to key management personnel 15,802 654 486 29.2 Other related party transactions No other reportable related party transactions occurred during the year ended December 31, 2021 (2020: nil nil |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of preparation | 2 1 Basis of preparation These consolidated financial statements have been prepared in accordance with international accounting standards in conformity with the requirements of International Financial Reporting Standards (IFRSs) as issued by the International Accounting Standards Board (IASB). They were authorized for issue by the Company’s board of Directors on May 5, 2022. Details of the Group’s accounting policies are included in Note 3. In preparing these financial statements, management has made judgements, estimates and assumptions that affect the application of the Group’s accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to estimates are recognized prospectively. The areas where judgements and estimates have been made in preparing the financial statements and their effect are disclosed in Note 4. |
Basis of consolidation | 2.2 Basis of consolidation The consolidated financial statements comprise the financial statements of the Company and its subsidiaries as at December 31, 2021. Control is achieved when the Group is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. Specifically, the Group controls an investee if, and only if, the Group has: ● Power over the investee ● Exposure, or rights, to variable returns from its involvement with the investee ● The ability to use its power over the investee to affect its returns When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies in line with the Group’s accounting policies. All intra-group assets and liabilities, equity, income, expenses and cash flows relating to transactions between members of the Group are eliminated in full on consolidation. A change in the ownership interest of a subsidiary, without a loss of control, is accounted for as an equity transaction. The results of subsidiaries acquired are included from the date the Group obtained control of the subsidiary. |
Basis of measurement | 2.3 Basis of measurement The financial statements have been prepared on the historical cost basis, except for financial assets, financial liabilities (including warrants) and share-based payments that have been measured at fair value. |
New and amended standards and interpretations | 2.4 New and amended standards and interpretations The Group has not early adopted any standard, interpretation or amendment that has been issued but is not yet effective. Several amendments apply for the first time in 2021, but do not have an impact on the consolidated financial statements of the Group. Interest Rate Benchmark Reform – Phase 2: Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16 The amendments provide temporary reliefs which address the financial reporting effects when an interbank offered rate (IBOR) is replaced with an alternative nearly risk-free interest rate (RFR). The amendments include the following practical expedients: ● A practical expedient to require contractual changes, or changes to cash flows that are directly required by the reform, to be treated as changes to a floating interest rate, equivalent to a movement in a market rate of interest. ● Permit changes required by IBOR reform to be made to hedge designations and hedge documentation without the hedging relationship being discontinued. ● Provide temporary relief to entities from having to meet the separately identifiable requirement when an RFR instrument is designated as a hedge of a risk component. In 2021 base rate references to LIBOR have been replaced with the Bank of England base rate. These loans are disclosed in Note 24. These amendments had no material impact on the consolidated financial statements of the Group. The Group intends to use the practical expedients in future periods if they become applicable. |
Standards issued but not yet effective | 2.5 Standards issued but not yet effective The new and amended standards and interpretations that are issued, but not yet effective, up to the date of the issuance of the Group’s financial statements are listed below. The Group intends to adopt these new and amended standards, if applicable, when they become effective. The new standards and amendments are not expected to have a material impact on the Group. Effective for annual reporting periods beginning on or after January 1, 2022: ● Reference to the Conceptual Framework – Amendments to IFRS 3 ● Property, Plant and Equipment: Proceeds before Intended Use – Amendments to IAS 16 ● Onerous Contracts – Costs of Fulfilling a Contract – Amendments to IAS 37 ● IFRS 1 First-time Adoption of International Financial Reporting Standards – Subsidiary as a first-time adopter ● IFRS 9 Financial Instruments – Fees in the ’10 per cent’ test for derecognition of financial liabilities Effective for annual reporting periods beginning on or after January 1, 2023: ● Amendments to IAS 1: Classification of Liabilities as Current or Non-current ● Definition of Accounting Estimates – Amendments to IAS 8 ● Disclosure of Accounting Policies – Amendments to IAS 1 and IFRS Practice Statement 2 |
Presentational currency | 2.6 Presentational currency These financial statements are presented in Pounds Sterling, which is the Group’s functional currency. All amounts have been rounded to the nearest thousand, unless otherwise indicated. |
Going concern | 2.7 Going concern The financial statements have been prepared on a going concern basis as the Directors are satisfied that the Group will continue in operational existence for the foreseeable future. In assessing the going concern position of the Group, the Directors have considered the Group’s cash flows, liquidity and business activities. As at December 31, 2021, the Group had net assets of £710.7 million and a cash balance of £192.6 million. On February 10, 2022, the Group raised significant additional capital via a private placement of 2.00% convertible senior notes in an aggregate principal amount of $630 million. This has provided significant cash headroom for the foreseeable future. On this basis the Directors are satisfied that the accounts should be prepared on a going concern basis and that the Group will continue in operational existence for the foreseeable future. |
Revenue | 3.1 Revenue The Group evaluates revenue from contracts with customers based on the five-step model under IFRS 15: (1) identify the contract with the customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the separate performance obligations; and (5) recognize revenues when (or as) each performance obligation is satisfied. Revenue is measured based on the consideration the Group expects to be entitled to in a contract with a customer and excludes amounts collected on behalf of third parties. The Group recognizes revenue when it transfers control over a product or service to a customer. The Group does not expect to have any contracts where the period between the transfer of the promised goods or services to the customer and payment by the customer exceeds one year. Consequently, the Group does not adjust any of the transaction prices for the time value of money. (i) Sale of goods Retail The Group sells reconditioned vehicles directly to its customers, primarily through its online platform. The prices of vehicles are set forth in the customer contracts at stand-alone selling prices, which are agreed prior to delivery. The Group satisfies its performance obligations for vehicle sales upon delivery when the transfer of title, risks, and rewards of ownership and control pass to the customer. The Group recognizes revenue at the agreed-upon purchase price stated in the contract less an estimate for returns. Estimates for returns are based on an analysis of historical experience, trends and sales data. Changes in these estimates are reflected as an adjustment to revenue in the period identified. The amount of consideration received for vehicles includes non-cash consideration representing the value of part exchange vehicles, if applicable. The value of part exchange vehicles is agreed by the customer at the time of purchase and is stated in the contract. Prior to the delivery of the vehicle, the payment is received, or financing has been arranged. Revenue is recognized net of sales tax. Retail revenue also includes the fixed commission from the sale of a small number of vehicles where Cazoo acts as an agent. Under IFRS 15 only the net commission received from these sales is recorded within revenue, with 100% of that revenue contributing towards gross profit. Any ancillary revenue earned on the transaction continues to be recognized separately; see ‘Other sales’ below. Contract liabilities relate to undelivered retail orders. Contract liabilities are recognized at the point when cash is received for the order and are derecognized into revenue upon delivery to the customer. Wholesale The Group also sells vehicles through car auctions to trade and other buyers. The vehicles sold via auction are primarily acquired from customers as part-exchanges or through our direct car buying channel that do not meet the Group’s quality standards to list and sell as retail vehicles. The Group satisfies its performance obligation for wholesale sales when the purchaser obtains control of the underlying vehicle which is at the point the vehicle is sold at auction. (ii) Rendering of services Other sales Other sales comprises ancillary products, including financing and warranty, subscription, servicing, third-party reconditioning and data services. Customers purchasing vehicles from the Group may enter into a contract for finance or enter a contract to extend their warranty after the initial 90-day inclusive period through the Group’s platform. The Group acts as an agent and receives a commission for the arrangement of these contracts from the principal. The Group recognizes commission revenue at the time of sale, net of a reserve for estimated contract cancellations. The reserve for cancellations is estimated based upon historical experience and recent trends and is reflected as a reduction in revenue. Changes in these estimates are reflected as an adjustment to revenue in the period identified. Contract assets relate to commission revenue earned but not invoiced at the period end. The commission earned is conditional upon the delivery of the vehicle to the customer and no return being made by the customer. At the Group’s customer centers, vehicle servicing products are offered including interim, full and major servicing, MOT tests, general repairs and one-off checks and treatments. The Group satisfies its performance obligations at the point the agreed work is completed. The Group recognizes revenue at the agreed purchase price net of sales tax. The Group provided third-party reconditioning services during the year. The Group satisfies its performance obligations at the point the agreed work is completed. Revenue from the Cazoo Subscription Service (including Cluno, Drover and Swipcar) is recognized under IFRS 16 and as such is recognized on a straight-line basis over the contract period. The Cazoo Subscription Service allows customers to subscribe for a vehicle over a period of time for a monthly fee as an alternative to ownership. Revenue from the provision of related services such as maintenance and breakdown are recognized separately in accordance with IFRS 15 – over time, as the service is provided. The Group also provides data services whereby customers access selected Cazoo vehicle data for a monthly fee. Revenue is recognized in accordance with IFRS 15 based on actual data usage for these contracts. |
Cost of sales | 3.2 Cost of sales Cost of sales primarily relates to vehicle acquisition costs and reconditioning costs, as well as any necessary adjustments to reflect vehicle inventory at the lower of cost and net realizable value. Vehicle reconditioning costs are the direct and indirect costs associated with preparing the vehicles for resale and typically include the cost of parts, labor and inbound transportation costs. Cost of sales also includes the cost of providing drive-away insurance, fuel, vehicle warranty, buyers fees, and other costs incurred in providing ancillary products and services. Cost of sales also includes the depreciation of cars out on subscription. |
Leasing | 3.3 Leasing Group acting as a lessee The Group assesses at contract inception whether a contract is, or contains, a lease. That is, if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. The Group applies a single recognition and measurement approach for all leases, except for short-term leases and leases of low-value assets. The Group classifies assets with value less than £5,000 as low-value. The Group recognizes lease liabilities to make lease payments and right-of-use assets representing the right to use the underlying assets. (i) Right-of-use assets Right-of-use assets recognized are presented within property, plant and equipment on the statement of financial position. The Group recognizes right-of-use assets at the commencement date of the lease (i.e. the date the underlying asset is available for use). Right-of-use assets are measured at cost, less any accumulated depreciation and impairment losses, and adjusted for any remeasurement of lease liabilities. The cost of right-of-use assets includes the amount of lease liabilities recognized, initial direct costs incurred, and lease payments made at or before the commencement date less any lease incentives received. Right-of-use assets are depreciated on a straight-line basis over the shorter of the lease term and the estimated useful lives of the assets, as follows: Leasehold property 1 – 96 years Fixtures and fittings 5 years Subscription vehicles 1 – 3 years Other motor vehicles 4 years Depreciation of right-of-use subscription vehicles is recognized within cost of sales in the statement of profit or loss. Depreciation of other right-of-use assets is recognized within operational expenses in the statement of profit or loss. (ii) Lease liabilities Lease liabilities recognized are presented within loans and borrowings on the statement of financial position. At the commencement date of the lease, the Group recognizes lease liabilities measured at the present value of lease payments to be made over the lease term. The lease payments include fixed payments (including in-substance fixed payments) less any lease incentives receivable, variable lease payments that depend on an index or a rate, and amounts expected to be paid under residual value guarantees. Variable lease payments that do not depend on an index or a rate are recognized as expenses (unless they are incurred to produce inventory) in the period in which the event or condition that triggers the payment occurs. Interest on lease liabilities is recognized within finance expense in the statement of profit or loss. Group acting as a lessor The subscription of vehicles to customers is recognized under IFRS 16. When the Group acts as a lessor, it determines at the lease inception whether each lease is a finance lease or an operating lease. To classify each lease, the Group makes an overall assessment of whether the lease transfers substantially all of the risks and rewards incidental to ownership of the underlying asset. If this is the case, then the lease is a finance lease; if not, then it is an operating lease. As part of this assessment, the Group considers certain indicators such as whether the lease is for the major part of the economic life of the asset. When the Group is an intermediate lessor, it accounts for its interests in the head lease and the sub-lease separately. It assesses the lease classification of a sub-lease with reference to the right-of-use asset arising from the head lease, not with reference to the underlying asset. If a head lease is a short-term lease to which the Group applies the short-term lease exemption, then it classifies the sub-lease as an operating lease. If an arrangement contains lease and non-lease components, then the Group applies IFRS 15 to allocate the consideration in the contract. The Group recognizes lease payments received under operating leases as revenue on a straight-line basis over the lease term as part of “Other sales”. The Group recognizes finance income over the lease term, reflecting a constant periodic rate of return on the Group’s net investment in the lease. The Group applies the derecognition and impairment requirements in IFRS 9 to the net investment in the lease. The Group further regularly reviews estimated unguaranteed residual values used in calculating the gross investment in the lease. |
Employee benefits | 3.4 Employee benefits Short-term and long-term employee benefits A liability is recognized for benefits accruing to employees in respect of wages and salaries, annual leave and sick leave in the period the related service is rendered at the undiscounted amount of the benefits expected to be paid in exchange for that service. Liabilities recognized in respect of short-term employee benefits are measured at the undiscounted amount of the benefits expected to be paid in exchange for the related service. Defined contribution schemes Contributions to defined contribution pension schemes are charged to the statement of comprehensive income in the period to which they relate. |
Share-based payments | 3.5 Share-based payments Equity-settled share-based payments to employees are measured at the fair value of the equity instruments at the grant date. The fair value determined at the grant date of the equity-settled share-based payments is expensed on a straight-line basis over the vesting period, based on the Group’s estimate of equity instruments that will eventually vest, with a corresponding increase in equity. At the end of each reporting period, the Group revises its estimate of the number of equity instruments expected to vest. The impact of the revision of the original estimates, if any, is recognized in the statement of profit or loss such that the cumulative expense reflects the revised estimate, with a corresponding adjustment to the retained earnings. Service and non-market performance conditions are not taken into account when determining the grant date fair value of awards, but the likelihood of the conditions being met is assessed as part of the Group’s best estimate of the number of equity instruments that will ultimately vest. Market performance conditions are reflected within the grant date fair value. |
Government grants | 3.6 Government grants Grants from the government are recognized at their fair value where there is reasonable assurance that the grant will be received, and the Group will comply with all attached conditions. Amounts received are recognized net within the statement of profit or loss as income or a reduction to expenses. In the current year, the Group has received funds in connection to the Job Retention Scheme launched as part of the UK Government’s response to the COVID-19 pandemic. Amounts received are recognized net within the statement of profit or loss as income or a reduction to expenses The Group has also received subsidies for electric subscription vehicles from the German government during the year. Amounts received are initially recognized as deferred income and then recognized in the statement of profit or loss over the useful life of the asset. |
Taxation | 3.7 Taxation Income tax expense represents the sum of the tax currently payable and deferred tax. (i) Current tax The tax currently payable is based on taxable profit for the period. Taxable profit differs from ‘profit before tax’ as reported in the statement of profit or loss and other comprehensive income because of items of income or expense that are taxable or deductible in other years and items that are never taxable or deductible. The Group’s current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period. (ii) Deferred tax Deferred tax assets and liabilities are recognized where the carrying amount of an asset or liability in the consolidated statement of financial position differs from its tax base, except for differences arising on: ● the initial recognition of goodwill; ● the initial recognition of an asset or liability in a transaction which is not a business combination and at the time of the transaction affects neither accounting or taxable profit; and ● investments in subsidiaries and jointly controlled entities where the Group is able to control the timing of the reversal of the difference and it is probable that the difference will not reverse in the foreseeable future. Recognition of deferred tax assets is restricted to those instances where it is probable that taxable profit will be available against which the difference can be utilized. The amount of the asset or liability is determined using tax rates that have been enacted or substantively enacted by the reporting date and are expected to apply when the deferred tax assets are recovered. Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when deferred income tax assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities where there is an intention to settle balances on a net basis. (iii) Current and deferred tax Current and deferred tax are recognized in the statement of profit or loss, except when they relate to items that are recognized in other comprehensive income or directly in equity, in which case, the current and deferred tax are also recognized in other comprehensive income or directly in equity respectively. Where current tax or deferred tax arises from the initial accounting for a business combination, the tax effect is included in the accounting for the business combination. |
Cash and cash equivalents | 3.8 Cash and cash equivalents Cash and cash equivalents in the statement of financial position comprises cash at banks and short-term highly liquid deposits with a maturity of three months or less, that are readily convertible to a known amount of cash and subject to insignificant risk of change in value. |
Business combinations | 3.9 Business combinations The acquisition of subsidiaries and businesses is accounted for using the acquisition method in accordance with IFRS 3. The consideration for each acquisition is measured at the aggregate of fair values of assets given, liabilities incurred or assumed, and equity instruments issued by the Group in exchange for control of the acquiree. Acquisition related costs other than those associated with the issue of debt or equity securities, are recognized in the consolidated statement of comprehensive income as incurred. At the acquisition date the identifiable assets acquired and liabilities assumed are recognized at their fair value with the exception of deferred tax assets and liabilities, which are measured in accordance with IAS 12 - income taxes. Identifiable net assets include the recognition of any separately identifiable intangible assets. Deferred and contingent consideration are measured at fair value at the date of acquisition. Where the amounts payable are classified as a financial liability any subsequent change in the fair value is charged/credited to the Group’s consolidated statement of comprehensive income. Amounts classified as equity are not subsequently remeasured. Where consideration to management shareholders is contingent on their continued employment the amount is recognized as a remuneration expense in the statement of comprehensive income over the deferral period. |
Property, plant and equipment | 3.10 Property, plant and equipment Items of property, plant and equipment are measured at cost less accumulated depreciation and any accumulated impairment losses. If significant parts of an item of property, plant and equipment have different useful lives, then they are accounted for as separate items (major components) of property, plant and equipment. Any gain or loss on disposal of an item of property, plant and equipment is recognized in the statement of profit or loss. Subsequent expenditure is capitalized only if it is probable that the future economic benefits associated with the expenditure will flow to the Group. Leased assets are depreciated on a straight-line basis over the shorter of the lease term and their useful lives unless it is reasonably certain that the Group will obtain ownership by the end of the lease term. Depreciation is provided on all other items of property, plant and equipment so as to write off their carrying value over their expected useful economic lives. It is provided at the following range: Leasehold improvements 5 – 50 years Fixtures and fittings 3 – 15 years Computer equipment 1 – 5 years Subscription vehicles 1 – 13 years Other motor vehicles 1 – 5 years Plant and machinery 3 – 15 years The residual values and economic lives of assets are reviewed on an annual basis. Freehold land is not depreciated. |
Intangible assets and goodwill | 3.11 Intangible assets and goodwill (i) Intangible assets Intangible assets with finite useful lives that are acquired separately are carried at cost less accumulated amortization and accumulated impairment losses. Amortization is recognized on a straight-line basis over their estimated useful lives. Amortization is recognized within operating expenses in the statement of profit or loss. The estimated useful life and amortization method are reviewed at the end of each reporting period, with the effect of any changes in estimate being accounted for on a prospective basis. Domain names 1 – 5 years Development costs and software 3 – 10 years Customer relationships 1 year Brand 1 year (ii) Internally-generated intangible assets Expenditure on research activities is recognized as an expense in the period in which it is incurred. An internally-generated intangible asset arising from development (or from the development phase of an internal project) is recognized if, and only if, all of the following have been demonstrated: ● the technical feasibility of completing the intangible asset so that it will be available for use or sale; ● the intention to complete the intangible asset and use or sell it; ● the ability to use or sell the intangible asset; ● how the intangible asset will generate probable future economic benefits; ● the availability of adequate technical, financial and other resources to complete the development and to use or sell the intangible asset; and ● the ability to measure reliably the expenditure attributable to the intangible asset during its development. The amount initially recognized for internally-generated intangible assets is the sum of the expenditure incurred from the date when the intangible asset first meets the recognition criteria listed above. Expenditure includes both employees of the Group and external contractors contributing to the development projects. Where no internally-generated intangible asset can be recognized, development expenditure is recognized in the statement of profit or loss in the period in which it is incurred. Subsequent to initial recognition, internally-generated intangible assets are reported at cost less accumulated amortization and accumulated impairment losses, on the same basis as intangible assets that are acquired separately. (iii) Goodwill Goodwill arising on a business combination represents the difference between the fair value of the consideration paid and the fair value of assets and liabilities acquired and is recorded as an intangible asset. Goodwill is not subsequently subject to amortization but is tested for impairment annually and whenever the Directors have an indication that it may be impaired. For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the combination. Any impairment in carrying value is charged to the consolidated statement of comprehensive income. |
Impairment of tangible and intangible assets other than goodwill | 3.12 Impairment of tangible and intangible assets other than goodwill At the end of each reporting period, the Group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). When it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs. When a reasonable and consistent basis of allocation can be identified, corporate assets are also allocated to individual cash-generating units, or otherwise they are allocated to the smallest group of cash-generating units for which a reasonable and consistent allocation basis can be identified. Intangible assets not yet available for use are tested for impairment at least annually, and whenever there is an indication that the asset may be impaired. Recoverable amount is the higher of fair value less costs of disposal and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted. If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognized immediately in the statement of profit or loss. When an impairment loss subsequently reverses, the carrying amount of the asset (or a cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognized for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognized immediately in the statement of profit or loss. |
Inventory | 3.13 Inventory Inventory consists of vehicles purchased, direct and indirect vehicle reconditioning costs, including parts and labor and inbound transportation costs. Inventory is stated at the lower of cost and net realizable value. The costs of inventory are determined by specific identification. Net realizable value is the estimated selling price less costs to complete and transport the vehicles. Selling prices are derived from historical data and trends, such as sales price and inventory turn times of similar vehicles, as well as independent market data. Each reporting period the Group recognizes any necessary adjustments to reflect vehicle inventory at the lower of cost or net realizable value through cost of sales. |
Provisions | 3.14 Provisions Provisions are recognized when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that the Group will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation. The amount recognized as a provision is the best estimate of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation. When a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows (when the effect of the time value of money is material). |
Warrants | 3.15 Warrants Warrants are classified and accounted for as derivative financial liabilities and are initially recognized at their fair value. The warrants are subsequently re-measured at fair value at each reporting date with changes in fair value recognized in other income and expenses within the statement of profit or loss. The fair value is determined using a Black-Scholes model for the private placement warrants. |
Financial instruments | 3.16 Financial instruments Financial assets and financial liabilities are recognized when an entity becomes a party to the contractual provisions of the instruments. Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognized immediately in the statement of profit or loss. (i) Financial assets All recognized financial assets are subsequently measured in their entirety at either amortized cost or fair value, depending on the classification of the financial assets. Classification of financial assets Financial assets that meet the following conditions are subsequently measured at amortized cost: ● the financial asset is held within a business model whose objective is to hold financial assets in order to collect contractual cash flows; and ● the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. Financial assets that meet the following conditions are subsequently measured at fair value through other comprehensive income (“FVOCI”): ● the financial asset is held within a business model whose objective is achieved by both collecting contractual cash flows and selling the financial assets; and ● the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. Amortized cost and effective interest method Interest income is recognized using the effective interest method for financial assets measured at amortized cost. For financial instruments other than purchased or originated credit-impaired financial assets, interest income is calculated by applying the effective interest rate to the gross carrying amount of the financial asset. Interest income is recognized in the statement of profit or loss within finance income. Impairment of financial assets The Group recognizes a loss allowance for expected credit losses on trade receivables, other receivables, and accrued income. The amount of expected credit loss is updated at each reporting date to reflect changes in credit risk since the initial recognition of the respective financial instrument. The Group recognizes lifetime expected credit losses (“ECL”) for trade receivables, other receivables, and amounts due from customers under contracts. The expected credit losses on these financial assets are estimated using a provision matrix based on the Group’s historical credit loss experience, adjusted for factors that are specific to the debtors, general economic conditions and an assessment of both the current as well as the forecast direction of conditions at the reporting date, including time value of money where appropriate. Lifetime ECL represents the expected credit losses that will result from all possible default events over the expected life of a financial instrument. Significant increase in credit risk In assessing whether the credit risk on a financial asset has increased significantly since initial recognition, the Group compares the risk of a default occurring on the financial assets as at the reporting date with the risk of a default occurring on the financial asset as at the date of initial recognition. In making this assessment, the Group considers both quantitative and qualitative information that is reasonable and supportable. (ii) Financial liabilities All financial liabilities are subsequently measured at amortized cost using the effective interest method or at fair value through profit or loss (“FVTPL”). Financial liabilities subsequently measured at amortized cost Financial liabilities that are not (i) contingent consideration of an acquirer in a business combination, (ii) held for trading, or (iii) designated as at FVTPL, are subsequently measured at amortized cost using the effective interest method. The effective interest method is a method of calculating the amortized cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that discounts estimated future cash payments (including all fees and points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the financial liability, or (where appropriate) a shorter period, to the amortized cost of a financial liability. Derecognition of financial liabilities The Group derecognizes financial liabilities when, and only when, the Group’s obligations are discharged, cancelled or have expired. The difference between the carrying amount of the financial liability derecognized and the consideration paid and payable, including any non-cash assets transferred or liabilities assumed, is recognized in the statement of profit or loss. Fair value measurement All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorized within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole: Level 1 — Quoted (unadjusted) market prices in active markets for identical assets or liabilities Level 2 — Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable Level 3 — Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable |
Business segments | 3.17 Business segments The Board of Directors has been identified as the Group’s chief operating decision maker. The monthly reporting pack provided to the Board to enable the assessment of the performance of the business has been used as the basis for determining the Group’s operating segments. The monthly reporting pack presents the performance of the business on a consolidated basis. The key financial performance metrics monitored by the chief operating decision maker include revenue, gross profit, operating expenses, adjusted EBITDA and exceptional items on a consolidated basis. Assets and liabilities are also managed on a consolidated basis and are not reported to the chief operating decision maker in a disaggregated format within the monthly reporting pack. Management has therefore determined that there exists a single consolidated segment for the 2021 financial statements. The chief operating decision maker monitors three individual revenue streams within the consolidated revenue metric, as set out in Note 5. The revenue streams are monitored under the geographical markets UK and Europe. For a disaggregation of revenue see Note 5. |
Foreign currency | 3.18 Foreign currency Foreign currency transactions Transactions in foreign currencies are translated into the Group’s functional currency (Pounds Sterling) at the exchange rates at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies are translated into the functional currency at the exchange rate at the reporting date. Non-monetary assets and liabilities that are measured at fair value in a foreign currency are translated into the functional currency at the exchange rate when the fair value was determined. Non-monetary items that are measured based on historical cost in foreign currency are translated at the exchange rate at the date of the transaction. Foreign currency differences are recognized in the statement of profit or loss and presented within finance costs. Foreign operations The assets and liabilities of foreign (non-UK) operations, including goodwill and fair value adjustments arising on acquisition, are translated at the exchange rates at the reporting date. The income and expenses of foreign operations are translated at the exchange rates at the dates of the transactions. Foreign currency differences are recognized in other comprehensive income and accumulated in the translation reserve. |
Accounting Policies (Tables)
Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure Of Accounting Policies [Abstract] | |
Schedule of right-of-use assets | Leasehold property 1 – 96 years Fixtures and fittings 5 years Subscription vehicles 1 – 3 years Other motor vehicles 4 years |
Schedule of Property, plant and equipment | Leasehold improvements 5 – 50 years Fixtures and fittings 3 – 15 years Computer equipment 1 – 5 years Subscription vehicles 1 – 13 years Other motor vehicles 1 – 5 years Plant and machinery 3 – 15 years |
Schedule of estimated useful life of intangible assets | Domain names 1 – 5 years Development costs and software 3 – 10 years Customer relationships 1 year Brand 1 year |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure of revenue [text block] [Abstract] | |
Schedule of material revenue | Year ended Year ended Year ended Type of goods Retail 500,607 150,420 1,078 Wholesale 104,150 8,667 90 Other sales 63,057 3,121 8 667,814 162,208 1,176 Geographical markets UK 655,423 162,208 1,176 Europe 12,391 - - 667,814 162,208 1,176 Recognition of revenue Revenue from contracts with customers 647,043 162,208 1,176 Other revenue 20,771 - - 667,814 162,208 1,176 |
Schedule of contract balances | At December 31 At December 31 £’000 At December 31 £’000 Trade receivables 14,797 7,243 291 Contract assets 3,451 599 8 Contract liabilities (7,911 ) (9,059 ) (385 ) |
Schedule of revenue expected to be recognised in the future related to performance obligations | Within one Within one Within one December 31, £’000 £’000 £’000 Undelivered vehicles 7,911 9,059 385 |
Operating Expenses (Tables)
Operating Expenses (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure of other operating expense [text block] [Abstract] | |
Schedule of operating expenses | Year ended Year ended Year ended Depreciation of property, plant and equipment and right-of-use assets 21,269 5,897 705 Amortization and impairment of intangible assets 35,995 1,292 76 Expensed research and development costs 8,476 6,697 1,010 |
Employee Benefit Expenses (Tabl
Employee Benefit Expenses (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure of employee benefits [text block] [Abstract] | |
Schedule of employee benefit expenses | Year ended Year ended December 31 £’000 Year ended December 31 £’000 Wages and salaries 78,641 10,913 5,164 Employer’s national insurance 9,172 2,092 599 Short-term non-monetary benefits 535 416 69 Defined contribution pension cost 3,408 871 215 Share-based payment expenses 43,871 3,759 199 135,627 18,051 6,246 |
Finance Income and Expense (Tab
Finance Income and Expense (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Finance Income And Expenses [Abstract] | |
Schedule of recognized in profit or loss | Year ended Year ended Year ended 2021 2020 2019 £’000 £’000 £’000 Finance income Interest on bank deposits 233 486 170 Total finance income 233 486 170 Finance expense Interest on loans and borrowings (4,378 ) (1,000 ) (392 ) Interest on lease liabilities (1,338 ) (298 ) (64 ) Total finance expense (5,716 ) (1,298 ) (456 ) |
Other Income and Expenses (Tabl
Other Income and Expenses (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Other Income and Expenses [Abstract] | |
Schedule of other income and expenses | Year ended Year ended Year ended IFRS 2 expense on the Transaction (non-cash) 240,810 - - Fair value movement in warrants (26,671 ) - - 214,140 - - |
Taxation (Tables)
Taxation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure of income tax [text block] [Abstract] | |
Schedule of tax credit | Year ended Year ended Year ended 2021 2020 2019 Current tax: Adjustment in respect of prior years 190 - - Deferred tax: Origination and reversal of timing differences (7,409 ) (969 ) - Adjustment in respect of prior years 191 - - Effect of tax rate change on opening balance 1,324 - - Tax credit (5,704 ) (969 ) - |
Schedule of tax credit | Year ended Year ended Year ended 2021 2020 2019 Loss before tax from continuing operations (549,213 ) (99,847 ) (17,964 ) Current corporation tax rate of 19% (104,350 ) (18,971 ) (3,413 ) Impact of difference in overseas tax rates (3,146 ) - - Expenses not deductible for tax purposes 55,356 1,238 64 Adjustment in respect of previous periods 381 - - Impact of rate change 1,402 - - Deferred tax asset not recognized 69,563 17,733 3,349 Utilization of deferred tax previously unrecognized (23,862 ) - - Difference between corporation tax and deferred tax rate (423 ) - - Benefit of tax incentives (625 ) - - Research and development claim – prior year - (969 ) - Tax credit (5,704 ) (969 ) - |
Schedule of deferred tax | £’000 Deferred tax assets Share-based payments 10,822 IFRS conversion 67 Short-term timing differences 119 Losses 2,081 Total deferred tax assets recognized 13,089 Deferred tax liabilities Fixed asset temporary differences (5,280 ) Intangible asset differences (6,632 ) IFRS conversion / capital gains (1,263 ) Total deferred tax liabilities (13,175 ) Deferred tax liabilities, net (86 ) |
Schedule of deferred tax liabilities | £’000 At January 1, 2021 - Income tax recognized in the income statement 6,084 Prior year adjustments (191 ) Business combinations ( 13,404 ) Equity 7,425 At December 31, 2021 (86 ) At December 31, 2020 - At December 31, 2019 - |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Discontinued operations [Abstract] | |
Schedule of discontinued operations | Year ended Revenue 27,194 Expenses (30,315 ) Operating loss (3,121 ) Finance expense (688 ) Loss before tax from discontinued operations (3,809 ) Tax expense - Loss for the year from discontinued operations (3,809 ) Earnings per share: Basic loss per ordinary share from discontinued operations £ (0.01 ) Diluted loss per ordinary share from discontinued operations £ (0.01 ) Net cash flows from/(used in) discontinued operations: Operating 23,581 Investing - Financing (34,987 ) Net cash (outflow)/inflow (11,406 ) |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure of earnings per share [text block] [Abstract] | |
Schedule of earnings per share | Year ended Year ended Year ended £’000 £’000 £’000 Loss for the year (543,509 ) (102,687 ) (17,964 ) Weighted average number of ordinary shares: Basic weighted average number of ordinary shares 667,973,041 515,161,816 337,787,880 Dilutive effect of share options, Note 25 - - - Dilutive effect of warrants, Note 23 - - - Diluted weighted average number of ordinary shares 667,973,041 515,161,816 337,787,880 Basic loss per ordinary share £ (0.81 ) £ (0.20 ) £ (0.05 ) Diluted loss per ordinary share £ (0.81 ) £ (0.20 ) £ (0.05 ) |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure Of Acquisition [Abstract] | |
Schedule of calculating goodwill arising from the acquisition the fair value of net assets acquired was determined | £’000 Property, plant and equipment 3,943 Trade and other receivables 4,868 Cash and cash equivalents 3,975 Trade and other payables (4,819 ) Lease liabilities (3,791 ) Deferred tax liabilities (44 ) Total net assets acquired 4,132 Intangible assets recognized on acquisition: Software 19,558 Brand 1,303 Deferred tax arising on intangible assets (3,985 ) Total intangible assets recognized on acquisition 16,876 Total identifiable net assets at fair value 21,008 Goodwill 44,356 Purchase consideration transferred 65,364 Satisfied by: Cash 20,996 Debt assumed and discharged 4,463 Shares issued 33,339 Warrants issued 6,566 Purchase consideration transferred 65,364 £’000 Property, plant and equipment 25,101 Inventory 333 Trade and other receivables 7,335 Cash and cash equivalents 669 Trade and other payables (2,160 ) Lease liabilities (2,766 ) Provisions (253 ) Deferred tax liabilities (88 ) Total net assets acquired 28,171 Intangible assets recognized on acquisition: Customer relationships 7,300 Deferred tax arising on intangible assets (1,387 ) Total intangible assets recognized on acquisition 5,913 Total identifiable net assets at fair value 34,084 Goodwill 5,041 Purchase consideration transferred 39,125 Satisfied by: Cash 29,125 Debt assumed and discharged 9,000 Shares issued 1,000 Purchase consideration transferred 39,125 £’000 Property, plant and equipment 27,181 Trade and other receivables 5,493 Cash and cash equivalents 8,589 Trade and other payables (5,982 ) Loans and borrowings (19,879 ) Lease liabilities (3,830 ) Deferred tax liabilities (16 ) Total net assets acquired 11,556 Intangible assets recognized on acquisition: Software 4,445 Brand 1,444 Deferred tax arising on intangible assets (1,905 ) Total intangible assets recognized on acquisition 3,984 Total identifiable net assets at fair value 15,540 Goodwill 44,814 Purchase consideration transferred 60,354 Satisfied by: Cash 28,722 Shares issued 31,009 Voluntary employee share option plan 623 Purchase consideration transferred 60,354 £’000 Property, plant and equipment 81 Trade and other receivables 788 Cash and cash equivalents 704 Trade and other payables (1,535 ) Total net assets acquired 38 Intangible assets recognized on acquisition: Software 10,287 Deferred tax arising on intangible assets (2,131 ) Total intangible assets recognized on acquisition 8,156 Total identifiable net assets at fair value 8,194 Goodwill 15,496 Purchase consideration transferred 23,690 Satisfied by: Cash 23,570 Deferred consideration 120 Purchase consideration transferred 23,690 £’000 Property, plant and equipment 29,062 Financial investments 3 Inventory 1,247 Trade and other receivables 7,972 Cash and cash equivalents 8,161 Trade and other payables (7,727 ) Lease liabilities (25,749 ) Provisions (3,224 ) Deferred tax assets (335 ) Total net assets acquired 9,410 Intangible assets recognized on acquisition: Software 1,489 Customer relationships 7,574 Deferred tax arising on intangible assets (1,765 ) Total intangible assets recognized on acquisition 7,298 Total identifiable net assets at fair value 16,708 Goodwill 59,770 Purchase consideration transferred 76,478 Satisfied by: Cash 61,105 Debt assumed and discharged 15,373 Purchase consideration transferred 76,478 £’000 Property, plant and equipment 249 Trade and other receivables 658 Cash and cash equivalents 377 Trade and other payables (1,186 ) Loans and borrowings (1,468 ) Lease liabilities (215 ) Total net assets acquired (1,585 ) Intangible assets recognized on acquisition: Software 603 Customer relationships 6,235 Deferred tax arising on intangible assets (1,709 ) Total intangible assets recognized on acquisition 5,129 Total identifiable net assets at fair value 3,544 Goodwill 20,025 Purchase consideration transferred 23,569 Satisfied by: Cash 15,644 Deferred consideration 2,560 Shares issued 5,365 Purchase consideration transferred 23,569 £’000 Property, plant and equipment 25 Inventory 566 Trade and other receivables 49 Cash and cash equivalents 1,581 Trade and other payables (1,090 ) Provisions (72 ) Total net assets at fair value 1,059 Intangible assets recognized on acquisition: Software 205 Deferred tax arising on intangible assets (39 ) Total intangible assets recognized on acquisition 166 Total identifiable net assets at fair value 1,225 Goodwill 6,645 Purchase consideration transferred 7,870 Satisfied by: Cash 3,205 Deferred consideration 1,500 Debt assumed and discharged 3,165 Purchase consideration transferred 7,870 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment Table [Abstract] | |
Schedule of right-of-use assets held under leases | Freehold Leasehold Fixtures and Computer Subscription Other motor Plant and Total £’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000 Cost At December 31, 2019 - 1,191 758 235 - 40 - 2,244 Additions - 11,784 2,892 363 - 2,702 - 17,741 Acquisition of a subsidiary 14,907 2,576 1,375 252 - 116 1,165 20,391 Disposals - (1,849 ) (1,076 ) (252 ) - (116 ) (506 ) (3,799 ) At December 31, 2020 14,907 13,702 3,949 598 - 2,742 659 36,557 Additions - 12,419 5,210 2,245 82,314 8,011 810 111,009 Acquisition of subsidiaries 15,921 4,081 1,418 1,013 25,346 367 2,692 50,838 Disposals - - - (3 ) (963 ) - (17 ) (983 ) Transfers - - - - (1,713 ) 791 - (922 ) FX revaluation - - - - (736 ) - - (736 ) At December 31, 2021 30,828 30,202 10,577 3,853 104,248 11,911 4,144 195,763 Accumulated depreciation At December 31, 2019 - (54 ) (109 ) (35 ) - (1 ) - (199 ) Depreciation charge for the year - (620 ) (331 ) (154 ) - (81 ) (79 ) (1,265 ) Disposals - 40 25 21 - 7 28 121 At December 31, 2020 - (634 ) (415 ) (168 ) - (75 ) (51 ) (1,343 ) Depreciation charge for the year - (4,247 ) (1,495 ) (830 ) (5,938 ) (1,630 ) (542 ) (14,682 ) Disposals - - - - 1,244 - - 1,244 Transfers - - - - 43 (66 ) - (23 ) FX revaluation - - - - (4 ) - - (4 ) At December 31, 2021 - (4,881 ) (1,910 ) (998 ) (4,655 ) (1,771 ) (593 ) (14,808 ) Net book value At December 31, 2021 30,828 25,321 8,667 2,855 99,593 10,140 3,551 180,955 At December 31, 2020 14,907 13,068 3,534 430 - 2,667 608 35,214 At December 31, 2019 - 1,137 649 200 - 39 - 2,025 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure of intangible assets and goodwill [text block] [Abstract] | |
Schedule of intangible assets and goodwill | Domain Development Customer Brand Goodwill Total £’000 £’000 £’000 £’000 £’000 £’000 Cost At December 31, 2019 20 3,244 - - - 3,264 Additions 31 1,858 - - - 1,889 Acquisition of a subsidiary - 251 - - 22,693 22,944 At December 31, 2020 51 5,353 - - 22,693 28,097 Additions 22 14,237 - - 14,259 Acquisition of subsidiaries - 36,588 21,109 2,746 196,147 256,590 At December 31, 2021 73 56,178 21,109 2,746 218,840 298,946 Accumulated amortization At December 31, 2019 (4 ) (72 ) - - - (76 ) Charge for the year (5 ) (1,356 ) - - - (1,361 ) At December 31, 2020 (9 ) (1,428 ) - - - (1,437 ) Charge for the year (25 ) (6,622 ) (21,109 ) (2,746 ) - (30,502 ) Impairment loss - (5,493 ) - - - (5,493 ) At December 31, 2021 (34 ) (13,543 ) (21,109 ) (2,746 ) - (37,432 ) Net book value At December 31, 2021 39 42,635 - - 218,840 261,514 At December 31, 2020 42 3,925 - - 22,693 26,660 At December 31, 2019 16 3,172 - - - 3,188 |
Schedule of impairment testing, intangible assets and goodwill | At December 31 2021 At December 31 2020 At December 31 2019 £’000 £’000 £’000 Intangible assets UK 32,696 3,967 3,188 Europe 5,096 - - Cazana 4,304 - - Swipcar 578 - - 42,674 3,967 3,188 Goodwill UK 136,833 22,693 - Europe 82,007 - - Cazana - - - Swipcar - - - 218,840 22,693 - |
Inventory (Tables)
Inventory (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure of inventories [text block] [Abstract] | |
Schedule of inventory | At December 31 At December 31 At December 31 £’000 £’000 £’000 Finished goods and work in in progress 336,501 114,694 42,970 Goods in transit 28,084 - - Inventory 364,585 114,694 42,970 At December 31 At December 31 At December 31 £’000 £’000 £’000 Gross inventory 369,532 118,203 43,969 Inventory provision (4,947 ) (3,509 ) (999 ) Inventory 364,585 114,694 42,970 |
Schedule of sensitivity of the inventory provision | Change in expected Change in Change in % £’000 £’000 Inventory provision +2 1,417 882 Inventory provision -2 (1,904 ) (1,132 ) |
Trade and Other Receivables (Ta
Trade and Other Receivables (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Trade and Other Receivables Table [Abstract] | |
Schedule of trade and other receivables | At December 31 At December 31 At December 31 £’000 £’000 £’000 Trade receivables 14,796 7,243 291 Prepayments 28,124 20,278 10,260 Contract assets 3,451 599 8 VAT recoverable 30,499 4,533 4,983 Other receivables 10,982 4,216 1,687 Total trade and other receivables 87,852 36,869 17,229 Current 77,884 29,358 13,255 Non-current 9,968 7,511 3,974 |
Trade and Other Payables (Table
Trade and Other Payables (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Trade and other payables [Abstract] | |
Schedule of trade and other payables | At December 31 At December 31 At December 31 £’000 £’000 £’000 Trade payables 29,224 12,668 1,867 Accruals and other creditors 25,279 10,348 1,632 Tax and social security payables 11,316 2,119 353 Contract liabilities 7,911 9,059 385 Deferred consideration 5,554 1,375 - Total trade and other payables 79,284 35,569 4,237 Current 79,284 35,569 4,237 Non-current - - - |
Loans and Borrowings (Tables)
Loans and Borrowings (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Loans and Borrowings Table [Abstract] | |
Schedule of loans and borrowings | At December 31 At December 31 At December 31 2021 2020 2019 £’000 £’000 £’000 Current Bank loans 635 - - Stocking loans 169,170 86,709 32,477 Subscription facilities 10,188 - - Mortgages 547 1,368 - 180,540 88,077 32,477 Non-current Bank loans 815 - - Stocking loans 8,809 - - Subscription facilities 56,987 - - Mortgages 1,502 2,126 - 68,113 2,126 - Total loans and borrowings 248,653 90,203 32,477 |
Provisions (Tables)
Provisions (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Provisions Table [Abstract] | |
Schedule of provisions | Dilapidation £’000 At December 31, 2019 582 Acquisition of a subsidiary 1,820 Recognized during the year 961 At December 31, 2020 3,363 Acquisition of subsidiaries 3,549 Recognized during the year 1,073 At December 31, 2021 7,985 Current - Non-current 7,985 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure of leases [text block] [Abstract] | |
Schedule of right-of-use assets | Leasehold Fixtures Subscription Other Total £’000 £’000 £’000 £’000 £’000 Cost At December 31, 2019 5,450 74 - 1,751 7,275 Additions 13,902 - - 6,496 20,398 Acquisition of a subsidiary 30,367 - - - 30,367 Disposals (1,387 ) - - - (1,387 ) At December 31, 2020 48,332 74 - 8,247 56,653 Additions 13,271 - 2,942 9,048 25,261 Acquisition of subsidiaries 29,268 - 5,536 - 34,804 Disposals (5,096 ) - (624 ) (220 ) (5,940 ) Transfers - - - (791 ) (791 ) FX revaluation - - (151 ) - (151 ) At December 31, 2021 85,775 74 7,703 16,284 109,836 Accumulated depreciation At December 31, 2019 (421 ) (4 ) - (81 ) (506 ) Depreciation charge for the year (4,561 ) (14 ) - (995 ) (5,570 ) Disposals 143 - - - 143 At December 31, 2020 (4,839 ) (18 ) - (1,076 ) (5,933 ) Depreciation charge for the year (8,108 ) (15 ) (3,157 ) (2,829 ) (14,109 ) Disposals 2,251 - - 143 2,394 Transfers - - - 66 66 At December 31, 2021 (10,696 ) (33 ) (3,157 ) (3,696 ) (17,582 ) Net book value At December 31, 2021 75,079 41 4,546 12,588 92,254 At December 31, 2020 43,493 56 - 7,171 50,720 At December 31, 2019 5,029 70 - 1,670 6,769 |
Schedule of lease liabilities | Lease liabilities £’000 At December 31, 2019 5,868 Additions 19,850 Acquisition of a subsidiary 27,972 Interest 652 Payments (6,294 ) At December 31, 2020 48,048 Additions 26,228 Acquisition of subsidiaries 36,352 Interest 1,338 Payments (18,597 ) Terminations (2,969 ) At December 31, 2021 90,400 |
Schedule of amounts recognized in the statement of profit and loss | Year ended December 31 2021 Year ended December 31 2020 Year ended December 31 2019 £’000 £’000 £’000 Depreciation expense 14,109 5,570 506 Interest on lease liabilities 1,338 652 64 Total 15,447 6,222 570 |
Schedule of receivable under non-cancellable operating leases | At December 31 At December 31 At December 31 £’000 £’000 £’000 Within one year 1,602 - - Within one year but not more than five years 469 - - Total 2,072 - - |
Share Capital (Tables)
Share Capital (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure of classes of share capital [text block] [Abstract] | |
Schedule of issued and fully paid share capital | 2021 2020 2019 Number Number Number 2021 2020 2019 Ordinary shares of £0.0000000167 each - 62,604 61,250 - - - Series A shares of £0.0000000167 each - 30,250 30,250 - - - Series B shares of £0.0000000167 each - 29,412 29,412 - - - Series C shares of £0.0000000167 each - 31,679 - - - - Series D shares of £0.0000000167 each - 22,501 - - - - Class A ordinary shares of $0.0001 per share 112,010 - - 8 - - Class C ordinary shares of $0.0001 per share 640,924 - - 47 - - 752,934 176,446 120,912 55 - - |
Schedule of classes of share capital | Share capital Share premium Merger reserve £’000 £’000 £’000 At December 31, 2019 - 81,500 - Series C share issuance - 99,750 - Group restructuring - (181,250 ) 181,250 Series C extension - 25,250 - Acquisition of subsidiary - 8,999 - Series D share issuance - 231,634 - Other share issuances - 237 - At December 31, 2020 - 266,120 181,250 Acquisition of subsidiaries 1 - 5,365 65,348 Warrants exercised - 11,967 - Recapitalization at the Transaction - Group restructuring 49 70,086 174,236 - PIPE share issuance 6 583,936 - - Transaction costs - (34,888 ) - At December 31, 2021 55 902,586 420,834 |
Warrants (Tables)
Warrants (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Warrants [Abstract] | |
Schedule of warrants outstanding | Public Private Total Number Number Number At December 31, 2019 - - - At December 31, 2020 - - - At December 31, 2021 20,124,748 21,129,818 41,254,566 |
Schedule of public warrants are classified as Level | Level 1 Level 2 Level 3 Total At December 31, 2021 £’000 £’000 £’000 £’000 Warrants 13,418 - 29,274 42,692 |
Schedule of fair value of the warrants | Private placement Number of warrants 21,129,818 Exercise price $ 11.50 Expected term (years) 7 Expected volatility 47.1 % Dividend yield Nil Risk free interest rate 1.40 % |
Schedule of fair value movements | Public Private Total £’000 £’000 £’000 At December 31, 2019 - - - At December 31, 2020 - - - Warrants issued upon acquisition of Drover - 6,566 6,566 Fair value movement - 102 102 Exercise of warrants - (6,667 ) (6,667 ) Warrants issued in the Transaction 22,475 46,887 69,362 Fair value movement (9,057 ) (17,614 ) (26,671 ) At December 31, 2021 13,418 29,274 42,692 |
Financial Instruments (Tables)
Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure of financial instruments [text block] [Abstract] | |
Schedule of financial assets, other than cash and short-term deposits | At December 31 At December 31 At December 31 2021 2020 2019 £’000 £’000 £’000 Financial assets at amortized cost Trade receivables 14,796 7,243 291 Contract assets 3,451 599 8 Lease deposits 5,124 2,653 1,675 Total financial assets 23,371 10,495 1,974 Current 18,247 10,495 1,974 Non-current 5,124 - - |
Schedule of interest-bearing loans and borrowings | Interest rate At December 31 At December 31 At December 31 % Maturity £’000 £’000 £’000 Current Lease liabilities 1 – 8% Within one year 18,826 6,540 1,510 Bank loans Base rate + 3.25% – 3.75% 2.5% – 7.67% Within one year 635 - - Stocking loans Base rate + 0.5% – 3% On earlier of sale or 180 days / Within one year 169,170 86,709 32,477 Subscription facilities Base rate +1.7% – 3.7% +3.15 – 6% Within one year 10,188 - - Mortgages Base rate + 2% Within one year 547 1,368 - 199,366 94,617 33,987 Non-current Lease liabilities 1 – 8% 2023 – 2117 71,574 41,508 4,358 Bank loans Base rate + 3.25% – 3.75% 2.5% – 7.67% 2023 – 2025 815 - - Stocking loans Base rate + 3% 2023 8,809 - - Subscription facilities Base rate + 1.7% – 3.7% 4.05% – 6% 2023 – 2025 56,987 - - Mortgages Base rate + 2% 2023 – 2025 1,502 2,126 - 139,687 43,634 4,358 At December 31 At December 31 At December 31 2021 2020 2019 £’000 £’000 £’000 Financial liabilities at fair value through profit or loss Warrants 42,692 - - Current - - - Non-current 42,692 - - |
Schedule of profit before tax is affected through the impact on floating rate borrowings | Increase/decrease Effect on profit Effect on profit in basis points £’000 £’000 Loans and borrowings +100 (1,393 ) (298 ) Loans and borrowings -100 95 200 |
Schedule of exposure to foreign currency changes for all other currencies is not material | Increase/decrease Effect on profit Effect on pre-tax equity in EUR rate £’000 £’000 2021 +5 % (1,336 ) (1,170 ) -5 % 1,336 1,170 2020 +5 % - - -5 % - - |
Schedule of financial liabilities based upon contractual undiscounted payments | Less than one year 1 to 5 years Over 5 years Total At December 31, 2021 £’000 £’000 £’000 £’000 Bank loans 741 869 - 1,610 Stocking loans 169,170 8,809 - 177,979 Subscription facilities 12,155 65,797 - 77,952 Lease liabilities 18,917 46,772 34,526 100,215 Mortgages 600 1,653 - 2,253 Trade payables 29,224 - - 29,224 Total 230,807 123,900 34,526 389,233 Less than one year 1 to 5 years Over 5 years Total At December 31, 2020 £’000 £’000 £’000 £’000 Stocking loans 86,709 - - 86,709 Lease liabilities 7,603 25,243 21,052 53,898 Mortgages 1,385 2,230 - 3,615 Trade payables 12,668 - - 12,668 Total 108,365 27,473 21,052 156,890 Less than one year 1 to 5 years Over 5 years Total At December 31, 2019 £’000 £’000 £’000 £’000 Stocking loans 32,477 - - 32,477 Lease liabilities 1,429 4,943 - 6,372 Trade payables 1,867 - - 1,867 Total 35,773 4,943 - 40,716 |
Schedule of changes in liabilities arising from financial activities | Bank loans Stocking loans Subscription Lease liabilities Mortgages Warrants Total £’000 £’000 £’000 £’000 £’000 £’000 £’000 At December 31, 2019 - 32,477 - 5,868 - - 38,345 New leases - - - 19,850 - - 19,850 Acquisition of subsidiary - 33,870 - 27,972 3,937 - 65,779 Issue of debt - 216,444 - - - - 216,444 Repayment - (196,082 ) - (6,294 ) (443 ) - (202,819 ) Interest on lease liabilities - - - 652 - - 652 At December 31, 2020 - 86,709 - 48,048 3,494 - 138,251 New leases - - - 26,228 - - 26,228 Acquisition of subsidiaries 1,468 - 19,878 36,352 - 6,566 64,264 Issue of debt 30 665,325 107,683 - - - 773,038 Repayment (48 ) (574,055 ) (60,386 ) (18,597 ) (1,445 ) - (654,531 ) Terminations - - - (2,969 ) - - (2,969 ) Interest on lease liabilities - - - 1,338 - - 1,338 Warrants issued and exercised - - - - - 62,695 62,695 Fair value movements - - - - - (26,569 ) (26,569 ) At December 31, 2021 1,450 177,979 67,175 90,400 2,049 42,692 381,745 |
Schedule of stocking loans are used specifically by the group to finance the purchase of inventory | At December 31 At December 31 At December 31 £’000 £’000 £’000 Inventory 364,585 114,694 42,970 Stocking loans (177,979 ) (86,709 ) (32,477 ) Net inventory 186,606 27,985 10,493 Cash and cash equivalents 192,629 243,524 34,539 |
Group Information (Tables)
Group Information (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Group Informationtext Block [Abstract] | |
Schedule of consolidated financial statements | Name Country of incorporation Principal activities Equity interest Cazoo Holdings Limited United Kingdom Activities of other holding companies 100% Cazoo Limited United Kingdom Sale of motor vehicles 100% Cazoo Properties Limited United Kingdom Activities of other holding companies 100% Imperial Car Supermarkets Limited United Kingdom Sale of motor vehicles 100% Imperial Cars of Swanwick Limited United Kingdom Sale of motor vehicles 100% Carsaz Limited United Kingdom Sale of motor vehicles 100% Cazoo Subscription Services Limited (previously Drover Limited) United Kingdom Renting and leasing of motor vehicles 100% Fantastic Cars Limited United Kingdom Renting and leasing of motor vehicles 100% CZO Data Services, Unipessoal, Lda (previously Drover Technologies Lda) Portugal Other business support service activities not elsewhere classified 100% CSS Mobility France SaS (previously Drover France SaS) France Renting and leasing of motor vehicles 100% Cazoo Trading France SaS France Sale of motor vehicles 100% Cazoo Properties France SaS France Activities of other holding companies 100% Cazoo Wholesale Services Limited (previously Smart Fleet Solutions Limited) United Kingdom Maintenance and repair of motor vehicles 100% Cluno GmbH Germany Renting and leasing of motor vehicles 100% Name Country of incorporation Principal activities Equity interest Cluno Fintech 1 GmbH Germany Acquisition, leasing and financing of motor vehicles 100% Cluno Fintech 2 GmbH Germany Acquisition, leasing and financing of motor vehicles 100% Cazoo Trading Germany GmbH Germany Sale and rental of motor vehicles and related intermediation activities 100% Cazoo Properties Germany GmbH Germany Activities of other holding companies 100% CSS Mobility Germany GmbH & Co. KG Germany Rental of motor vehicles and related intermediation activities 100% Cazoo Data Services Limited (previously UK Vehicle Limited) United Kingdom Other business support service activities not elsewhere classified 100% Project Chicago Newco Limited United Kingdom Non-trading company 100% Arctos Holdings Limited United Kingdom Activities of other holding companies 100% Moorgate House (Newco) Limited United Kingdom Dormant company 100% GBJ Developments Limited United Kingdom Non-trading company 100% CD Auction Group Limited United Kingdom Sale of motor vehicles 100% Cazoo Support Services Limited (previously Hudson Kapel Limited) United Kingdom Maintenance and repair of motor vehicles 100% Ensco 1109 Limited United Kingdom Activities of other holding companies 100% SMH Fleet Solutions Limited United Kingdom Renting and leasing of motor vehicles 100% Swipcar 2017, S.L. Spain Sale and rental of motor vehicles and related intermediation activities 100% Swipcar 2017 SL France Sale and rental of motor vehicles and related intermediation activities 100% Cazoo Trading Italy SARL Italy Sale of motor vehicles 100% Cazoo Trading Spain, S.L Spain Sale of motor vehicles 100% Cazoo Properties Spain, S.L Spain Activities of other holding companies 100% Vans 365 Limited United Kingdom Sale of vans 100% |
Share Based Payments (Tables)
Share Based Payments (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure Of Sharebased Payment Arrangements [Abstract] | |
Schedule of recognized a share based charge | Year ended Year ended Year ended £’000 £’000 £’000 EMI prior to the Transaction 73 182 152 Unapproved prior to the Transaction 29,096 3,577 47 Modification at the Transaction 1,103 - - Incentive Equity Plan after the Transaction 13,599 - - 43,871 3,759 199 |
Schedule of reconciles the share options outstanding | Scheme Number Grant date Expiry date Unapproved prior to the Transaction 469,000 01/01/2021 01/01/2031 Unapproved prior to the Transaction 2,023,516 01/04/2021 01/04/2031 Incentive Equity Plan after the Transaction 1 23,915,248 01/10/2021 01/10/2031 Total 2021 26,407,764 Unapproved prior to the Transaction 1,566,584 01/01/2020 01/01/2030 Unapproved prior to the Transaction 1,422,500 01/04/2020 01/04/2030 Unapproved prior to the Transaction 2,215,381 01/07/2020 01/07/2030 Unapproved prior to the Transaction 1,594,720 01/10/2020 01/10/2030 Total 2020 6,799,185 Unapproved prior to the Transaction 2,079,500 01/06/2019 31/05/2029 EMI prior to the Transaction 7,102,500 01/10/2019 30/09/2029 Total 2019 9,182,000 |
Schedule of reconciles the share options outstanding | EMI Unapproved Incentive Number of Number of Number of At December 31, 2019 7,087,500 2,059,500 - Granted during the year - 6,799,185 - Exercised during the year (1,353,817 ) - - Forfeited during the year (1,050,000 ) (737,292 ) - At December 31, 2020 4,683,683 8,121,393 - Granted prior to the Transaction - 2,492,516 - Forfeited prior to the Transaction (66,413 ) (579,713 ) - Cash settled at the Transaction (34,690 ) (44,114 ) - Replacements at the Transaction 1 (4,582,580 ) (9,990,082 ) 50,347,491 Granted after the Transaction - - 23,915,248 At December 31, 2021 - - 74,262,739 |
Schedule of relevant in the determination of fair value of the employee share options granted | Unapproved Incentive Equity Incentive Equity Valuation method Monte-Carlo N/A 1 Monte-Carlo Exercise price £ nil £nil £nil Expected volatility 50 % N/A 53 % Dividend yield Nil Nil Nil Risk free interest rate 0.00 % N/A 1.15 % Fair value per share £8.27 - £23.74 £ 5.33 £ 2.93 Unapproved Valuation method Black-Scholes Exercise price £ nil Expected volatility 46 % Dividend yield Nil Risk free interest rate 0.00 % Fair value per share £0.72 - £4.47 EMI Unapproved Valuation method Black-Scholes Black-Scholes Exercise price £ 0.10 £nil Expected volatility 66 % 62 % Dividend yield Nil Nil Risk free interest rate 0.80 % 0.75 % Fair value per share £ 0.17 £ 0.17 |
Cash and Cash Equivalents (Tabl
Cash and Cash Equivalents (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure of cash and cash equivalents [text block] [Abstract] | |
Schedule of cash and cash equivalents | At December 31 At December 31 At December 31 £’000 £’000 £’000 Cash at bank available on demand 181,818 52,742 19,508 Cash held in short-term deposit accounts 10,811 190,782 15,031 Cash and cash equivalents in the statement of financial position 192,629 243,524 34,539 Cash and cash equivalents in the statement of cash flows 192,629 243,524 34,539 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure of related party [text block] [Abstract] | |
Schedule of amounts recognized as an expense during the year related to key management personnel | Year ended Year ended Year ended £’000 £’000 £’000 Short-term employee benefits 826 631 470 Post-employment pension benefits 50 23 16 Share-based payment transactions 14,926 - - Total compensation paid to key management personnel 15,802 654 486 |
Reporting Entity (Details)
Reporting Entity (Details) | 12 Months Ended |
Dec. 31, 2021USD ($)$ / sharesshares | |
Reporting Entity (Details) [Line Items] | |
Warrant exercisable to purchase per share | $ 11.5 |
Aggregate cash consideration (in Dollars) | $ | $ 77,216,042 |
Aggregate shares (in Shares) | shares | 80,000,000 |
Aggregate purchase price (in Dollars) | $ | $ 800,000,000 |
Ajax Class A [Member] | |
Reporting Entity (Details) [Line Items] | |
Ordinary share par value | $ 0.0001 |
Warrant exercisable to purchase per share | 11.5 |
Ajax Class B [Member] | |
Reporting Entity (Details) [Line Items] | |
Ordinary share par value | 0.0001 |
Class A [Member] | |
Reporting Entity (Details) [Line Items] | |
Ordinary share par value | 0.0001 |
Class B [Member] | |
Reporting Entity (Details) [Line Items] | |
Ordinary share par value | 0.0001 |
Class C [Member] | |
Reporting Entity (Details) [Line Items] | |
Ordinary share par value | $ 0.0001 |
Number of ordinary shares (in Shares) | shares | 640,924,026 |
Class A [Member] | |
Reporting Entity (Details) [Line Items] | |
Shares per share | $ 10 |
Significant Accounting Polici_2
Significant Accounting Policies (Details) £ in Millions, $ in Millions | Feb. 10, 2022USD ($) | Dec. 31, 2021GBP (£) |
Disclosure of significant accounting policies [text block] [Abstract] | ||
Percentage of financial instrument | 10.00% | |
Net assets | £ 710.7 | |
Cash balance | £ 192.6 | |
Percentage of private placement | 2.00% | |
Aggregate principal amount | $ | $ 630 |
Accounting Policies (Details)
Accounting Policies (Details) | 12 Months Ended |
Dec. 31, 2021GBP (£) | |
Disclosure Of Accounting Policies [Abstract] | |
Percentage of revenue | 100.00% |
Assets value | £ 5,000 |
Accounting Policies (Details) -
Accounting Policies (Details) - Schedule of right-of-use assets - Right-of-use assets [member] | 12 Months Ended |
Dec. 31, 2021 | |
Leasehold Property [Member] | Bottom of range [member] | |
Accounting Policies (Details) - Schedule of right-of-use assets [Line Items] | |
Estimated useful lives of assets | 1 year |
Leasehold Property [Member] | Top of range [member] | |
Accounting Policies (Details) - Schedule of right-of-use assets [Line Items] | |
Estimated useful lives of assets | 96 years |
Fixtures and fittings [Member] | |
Accounting Policies (Details) - Schedule of right-of-use assets [Line Items] | |
Estimated useful lives of assets | 5 years |
Subscription vehicles [Member] | Bottom of range [member] | |
Accounting Policies (Details) - Schedule of right-of-use assets [Line Items] | |
Estimated useful lives of assets | 1 year |
Subscription vehicles [Member] | Top of range [member] | |
Accounting Policies (Details) - Schedule of right-of-use assets [Line Items] | |
Estimated useful lives of assets | 3 years |
Other Motor Vehicles [Member] | |
Accounting Policies (Details) - Schedule of right-of-use assets [Line Items] | |
Estimated useful lives of assets | 4 years |
Accounting Policies (Details)_2
Accounting Policies (Details) - Schedule of Property, plant and equipment | 12 Months Ended |
Dec. 31, 2021 | |
Leasehold Improvements [Member] | Bottom of range [member] | |
Accounting Policies (Details) - Schedule of Property, plant and equipment [Line Items] | |
Estimated useful lives of property and equipment | 5 years |
Leasehold Improvements [Member] | Top of range [member] | |
Accounting Policies (Details) - Schedule of Property, plant and equipment [Line Items] | |
Estimated useful lives of property and equipment | 50 years |
Fixtures and Fittings [Member] | Bottom of range [member] | |
Accounting Policies (Details) - Schedule of Property, plant and equipment [Line Items] | |
Estimated useful lives of property and equipment | 3 years |
Fixtures and Fittings [Member] | Top of range [member] | |
Accounting Policies (Details) - Schedule of Property, plant and equipment [Line Items] | |
Estimated useful lives of property and equipment | 15 years |
Computer Equipment [Member] | Bottom of range [member] | |
Accounting Policies (Details) - Schedule of Property, plant and equipment [Line Items] | |
Estimated useful lives of property and equipment | 1 year |
Computer Equipment [Member] | Top of range [member] | |
Accounting Policies (Details) - Schedule of Property, plant and equipment [Line Items] | |
Estimated useful lives of property and equipment | 5 years |
Subscription vehicles [Member] | Bottom of range [member] | |
Accounting Policies (Details) - Schedule of Property, plant and equipment [Line Items] | |
Estimated useful lives of property and equipment | 1 year |
Subscription vehicles [Member] | Top of range [member] | |
Accounting Policies (Details) - Schedule of Property, plant and equipment [Line Items] | |
Estimated useful lives of property and equipment | 13 years |
Other Motor Vehicles [Member] | Bottom of range [member] | |
Accounting Policies (Details) - Schedule of Property, plant and equipment [Line Items] | |
Estimated useful lives of property and equipment | 1 year |
Other Motor Vehicles [Member] | Top of range [member] | |
Accounting Policies (Details) - Schedule of Property, plant and equipment [Line Items] | |
Estimated useful lives of property and equipment | 5 years |
Plant and Machinery [Member] | Bottom of range [member] | |
Accounting Policies (Details) - Schedule of Property, plant and equipment [Line Items] | |
Estimated useful lives of property and equipment | 3 years |
Plant and Machinery [Member] | Top of range [member] | |
Accounting Policies (Details) - Schedule of Property, plant and equipment [Line Items] | |
Estimated useful lives of property and equipment | 15 years |
Accounting Policies (Details)_3
Accounting Policies (Details) - Schedule of estimated useful life of intangible assets | 12 Months Ended |
Dec. 31, 2021 | |
Domain names [Member] | Minimum [Member] | |
Accounting Policies (Details) - Schedule of estimated useful life of intangible assets [Line Items] | |
Estimated useful lives of intangible assets | 1 year |
Domain names [Member] | Maximum [Member] | |
Accounting Policies (Details) - Schedule of estimated useful life of intangible assets [Line Items] | |
Estimated useful lives of intangible assets | 5 years |
Development costs and software [Member] | Minimum [Member] | |
Accounting Policies (Details) - Schedule of estimated useful life of intangible assets [Line Items] | |
Estimated useful lives of intangible assets | 3 years |
Development costs and software [Member] | Maximum [Member] | |
Accounting Policies (Details) - Schedule of estimated useful life of intangible assets [Line Items] | |
Estimated useful lives of intangible assets | 10 years |
Customer relationships [Member] | |
Accounting Policies (Details) - Schedule of estimated useful life of intangible assets [Line Items] | |
Estimated useful lives of intangible assets | 1 year |
Brand [Member] | |
Accounting Policies (Details) - Schedule of estimated useful life of intangible assets [Line Items] | |
Estimated useful lives of intangible assets | 1 year |
Accounting Judgements and Est_2
Accounting Judgements and Estimates (Details) - GBP (£) £ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disclosure of accounting judgements and estimates [text block] [Abstract] | |||
Employee and contractor development expenditure | £ 13.8 | £ 1.6 | £ 3.2 |
Revenue (Details) - Schedule of
Revenue (Details) - Schedule of material revenue - GBP (£) £ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Type of goods | |||
Type of goods | £ 667,814 | £ 162,208 | £ 1,176 |
Geographical markets | |||
Geographical markets | 667,814 | 162,208 | 1,176 |
Recognition of revenue | |||
Recognition of revenue | 667,814 | 162,208 | 1,176 |
UK [Member] | |||
Geographical markets | |||
Geographical markets | 655,423 | 162,208 | 1,176 |
Europe [Member] | |||
Geographical markets | |||
Geographical markets | 12,391 | ||
Retail [Member] | |||
Type of goods | |||
Type of goods | 500,607 | 150,420 | 1,078 |
Wholesale [Member] | |||
Type of goods | |||
Type of goods | 104,150 | 8,667 | 90 |
Other Sales [Member] | |||
Type of goods | |||
Type of goods | 63,057 | 3,121 | 8 |
Revenue from contracts with customers [Member] | |||
Recognition of revenue | |||
Recognition of revenue | 647,043 | 162,208 | 1,176 |
Other revenue [Member] | |||
Recognition of revenue | |||
Recognition of revenue | £ 20,771 |
Revenue (Details) - Schedule _2
Revenue (Details) - Schedule of contract balances - GBP (£) £ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Schedule of contract balances [Abstract] | |||
Trade receivables | £ 14,797 | £ 7,243 | £ 291 |
Contract assets | 3,451 | 599 | 8 |
Contract liabilities | £ (7,911) | £ (9,059) | £ (385) |
Revenue (Details) - Schedule _3
Revenue (Details) - Schedule of revenue expected to be recognised in the future related to performance obligations - GBP (£) £ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Schedule of revenue expected to be recognised in the future related to performance obligations [Abstract] | |||
Undelivered vehicles | £ 7,911 | £ 9,059 | £ 385 |
Operating Expenses (Details) -
Operating Expenses (Details) - Schedule of operating expenses - GBP (£) £ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule of operating expenses [Abstract] | |||
Depreciation of property, plant and equipment and right-of-use assets | £ 21,269 | £ 5,897 | £ 705 |
Amortization and impairment of intangible assets | 35,995 | 1,292 | 76 |
Expensed research and development costs | £ 8,476 | £ 6,697 | £ 1,010 |
Employee Benefit Expenses (Deta
Employee Benefit Expenses (Details) - Schedule of employee benefit expenses - GBP (£) £ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule of employee benefit expenses [Abstract] | |||
Wages and salaries | £ 78,641 | £ 10,913 | £ 5,164 |
Employer’s national insurance | 9,172 | 2,092 | 599 |
Short-term non-monetary benefits | 535 | 416 | 69 |
Defined contribution pension cost | 3,408 | 871 | 215 |
Share-based payment expenses | 43,871 | 3,759 | 199 |
Total employee benefit expenses | £ 135,627 | £ 18,051 | £ 6,246 |
Finance Income and Expense (Det
Finance Income and Expense (Details) - Schedule of recognized in profit or loss - GBP (£) £ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Finance income | |||
Interest on bank deposits | £ 233 | £ 486 | £ 170 |
Total finance income | 233 | 486 | 170 |
Finance expense | |||
Interest on loans and borrowings | (4,378) | (1,000) | (392) |
Interest on lease liabilities | (1,338) | (298) | (64) |
Total finance expense | £ (5,716) | £ (1,298) | £ (456) |
Other Income and Expenses (Deta
Other Income and Expenses (Details) - GBP (£) £ in Millions | 1 Months Ended | 12 Months Ended |
Aug. 26, 2021 | Dec. 31, 2021 | |
Other Income and Expenses [Abstract] | ||
Ajax shareholders | £ 288.4 | |
Fair value | 47.5 | |
Expense recognized | 240.8 | |
Fair value warrants | £ 69.4 | 42.7 |
Change in fair value recognized | £ 26.7 |
Other Income and Expenses (De_2
Other Income and Expenses (Details) - Schedule of other income and expenses - GBP (£) £ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule of other income and expenses [Abstract] | |||
IFRS 2 expense on the Transaction (non-cash) | £ 240,810 | ||
Fair value movement in warrants | (26,671) | ||
Total | £ 214,140 |
Taxation (Details)
Taxation (Details) - GBP (£) £ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disclosure of income tax [text block] [Abstract] | |||
Corporation tax rate | 19.00% | ||
Unutilized tax losses | £ 488.3 | £ 123.5 | £ 18.5 |
Taxation (Details) - Schedule o
Taxation (Details) - Schedule of tax credit - GBP (£) £ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Current tax: | |||
Adjustment in respect of prior years | £ 190 | ||
Deferred tax: | |||
Origination and reversal of timing differences | (7,409) | (969) | |
Adjustment in respect of prior years | 191 | ||
Effect of tax rate change on opening balance | 1,324 | ||
Tax credit | £ (5,704) | £ (969) |
Taxation (Details) - Schedule_2
Taxation (Details) - Schedule of tax credit £ in Thousands | 12 Months Ended | |||
Dec. 31, 2021GBP (£) | Dec. 31, 2021USD ($) | Dec. 31, 2020GBP (£) | Dec. 31, 2019GBP (£) | |
Schedule of tax credit [Abstract] | ||||
Loss before tax from continuing operations | £ (549,213) | £ (99,847) | £ (17,964) | |
Current corporation tax rate of 19% | (104,350) | (18,971) | (3,413) | |
Impact of difference in overseas tax rates | (3,146) | |||
Expenses not deductible for tax purposes | 55,356 | 1,238 | 64 | |
Adjustment in respect of previous periods | 381 | |||
Impact of rate change | 1,402 | |||
Deferred tax asset not recognized | 69,563 | $ 2,081 | 17,733 | 3,349 |
Utilization of deferred tax previously unrecognized | (23,862) | |||
Difference between corporation tax and deferred tax rate | (423) | |||
Benefit of tax incentives | (625) | |||
Research and development claim – prior year | (969) | |||
Tax credit | £ (5,704) | £ (969) |
Taxation (Details) - Schedule_3
Taxation (Details) - Schedule of deferred tax £ in Thousands | 12 Months Ended | ||||
Dec. 31, 2021GBP (£) | Dec. 31, 2021USD ($) | Dec. 31, 2020GBP (£) | Dec. 31, 2019GBP (£) | Dec. 31, 2021USD ($) | |
Deferred tax assets | |||||
Share-based payments | £ 43,871 | $ 10,822 | £ 3,759 | £ 199 | |
IFRS conversion | 67 | ||||
Short-term timing differences | 119 | ||||
Losses | 69,563 | 2,081 | 17,733 | 3,349 | |
Total deferred tax assets recognized | $ 13,089 | ||||
Deferred tax liabilities | |||||
Fixed asset temporary differences | (5,280) | ||||
Intangible asset differences | £ (261,514) | £ (26,660) | £ (3,188) | (6,632) | |
IFRS conversion / capital gains | $ (1,263) | ||||
Total deferred tax liabilities | (13,175) | ||||
Deferred tax liabilities, net | $ (86) |
Taxation (Details) - Schedule_4
Taxation (Details) - Schedule of deferred tax liabilities - GBP (£) £ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule of deferred tax liabilities [Abstract] | |||
Beginning balance | |||
Ending balance | (86) | ||
Deferred tax liabilities balance | |||
Income tax recognized in the income statement | 6,084 | ||
Prior year adjustments | (191) | ||
Business combinations | (13,404) | ||
Equity | £ 7,425 |
Discontinued Operations (Detail
Discontinued Operations (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Cazoo Customer Centers [Member] | |
Discontinued Operations (Details) [Line Items] | |
Vehicle preparation operating, description | For the comparative year ended December 31, 2020 the Imperial Car Supermarkets Limited (“Imperial”) dealership centers were treated as a discontinued operation in accordance with IFRS 5. The dealership centers were converted to Cazoo Customer Centers in order to align with the Group’s online strategy. |
Discontinued Operations (Deta_2
Discontinued Operations (Details) - Schedule of discontinued operations £ / shares in Units, £ in Thousands | 12 Months Ended |
Dec. 31, 2021GBP (£)£ / shares | |
Schedule of discontinued operations [Abstract] | |
Revenue | £ 27,194 |
Expenses | (30,315) |
Operating loss | (3,121) |
Finance expense | (688) |
Loss before tax from discontinued operations | (3,809) |
Tax expense | |
Loss for the year from discontinued operations | £ (3,809) |
Earnings per share: | |
Basic loss per ordinary share from discontinued operations (in Pounds per share) | £ / shares | £ (0.01) |
Diluted loss per ordinary share from discontinued operations (in Pounds per share) | £ / shares | £ (0.01) |
Net cash flows from/(used in) discontinued operations: | |
Operating | £ 23,581 |
Investing | |
Financing | (34,987) |
Net cash (outflow)/inflow | £ (11,406) |
Earnings Per Share (Details) -
Earnings Per Share (Details) - Schedule of earnings per share - GBP (£) £ / shares in Units, £ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule of earnings per share [Abstract] | |||
Loss for the year (in Pounds) | £ (543,509) | £ (102,687) | £ (17,964) |
Weighted average number of ordinary shares: | |||
Basic weighted average number of ordinary shares | 667,973,041 | 515,161,816 | 337,787,880 |
Dilutive effect of share options, Note 25 | |||
Dilutive effect of warrants, Note 23 | |||
Diluted weighted average number of ordinary shares | 667,973,041 | 515,161,816 | 337,787,880 |
Basic loss per ordinary share (in Pounds per share) | £ (0.81) | £ (0.2) | £ (0.05) |
Diluted loss per ordinary share (in Pounds per share) | £ (0.81) | £ (0.2) | £ (0.05) |
Acquisitions (Details)
Acquisitions (Details) £ / shares in Units, £ in Thousands, € in Millions | Nov. 15, 2021GBP (£) | Sep. 15, 2021GBP (£) | Feb. 23, 2021GBP (£) | Feb. 11, 2021GBP (£) | Jan. 01, 2021GBP (£) | Nov. 15, 2021GBP (£)£ / shares | Jan. 25, 2021GBP (£) | Sep. 02, 2021GBP (£) | Dec. 31, 2021GBP (£)Vehicle£ / shares | Dec. 31, 2020GBP (£) | Dec. 31, 2019GBP (£) | Dec. 22, 2021GBP (£) | Feb. 23, 2021EUR (€) | |
Acquisitions (Details) [Line Items] | ||||||||||||||
Amount of revenue | [1] | £ 667,814 | £ 162,208 | £ 1,176 | ||||||||||
Loss before tax | (549,213) | (99,847) | (17,964) | |||||||||||
Revenue from continuing operations | (543,509) | (98,878) | (17,964) | |||||||||||
Continuing operations | 800 | |||||||||||||
Administrative expenses | 234,371 | 42,358 | £ 10,650 | |||||||||||
Acquisition of freehold property | 26,228 | £ 19,850 | ||||||||||||
Cash | 192,600 | |||||||||||||
Drover Limited [Member] | ||||||||||||||
Acquisitions (Details) [Line Items] | ||||||||||||||
Purchase of share capital, percentage | 100.00% | |||||||||||||
Total consideration | £ 65,400 | |||||||||||||
Cash acquired | 4,000 | |||||||||||||
Total consideration net of cash acquired | £ 61,400 | |||||||||||||
Trade and other receivables | £ 4,900 | |||||||||||||
Fair value per share at acquisition (in Pounds per share) | £ / shares | £ 10.6 | |||||||||||||
Percentage of discount on equity share price | 20.00% | |||||||||||||
Amount of revenue | £ 8,300 | |||||||||||||
Loss before tax | 11,100 | |||||||||||||
Revenue from continuing operations | £ 9,200 | |||||||||||||
Continuing operations | £ 11,500 | |||||||||||||
Administrative expenses | 800 | |||||||||||||
Smart Fleet Solutions Limited [Member] | ||||||||||||||
Acquisitions (Details) [Line Items] | ||||||||||||||
Purchase of share capital, percentage | 100.00% | |||||||||||||
Total consideration | £ 23,200 | |||||||||||||
Cash acquired | 700 | |||||||||||||
Total consideration net of cash acquired | £ 22,500 | |||||||||||||
Trade and other receivables | 7,300 | |||||||||||||
Administrative expenses | 2,000 | |||||||||||||
Acquisition of freehold property | 15,900 | |||||||||||||
Total consideration recognized | 39,100 | |||||||||||||
Contributed revenue | 17,400 | |||||||||||||
Loss before tax | 25,700 | |||||||||||||
Continuing operations | 21,100 | |||||||||||||
Loss from continuing operations | £ 25,100 | |||||||||||||
Cazoo Holdings Limited [Member] | ||||||||||||||
Acquisitions (Details) [Line Items] | ||||||||||||||
Fair value per share at acquisition (in Pounds per share) | £ / shares | £ 10.6 | |||||||||||||
Cluno GmbH [Member] | ||||||||||||||
Acquisitions (Details) [Line Items] | ||||||||||||||
Purchase of share capital, percentage | 100.00% | |||||||||||||
Total consideration | £ 60,400 | |||||||||||||
Cash acquired | 8,600 | |||||||||||||
Total consideration net of cash acquired | £ 51,800 | |||||||||||||
Trade and other receivables | £ 5,500 | |||||||||||||
Fair value per share at acquisition (in Pounds per share) | £ / shares | £ 10.6 | |||||||||||||
Amount of revenue | £ 11,100 | |||||||||||||
Revenue from continuing operations | 14,900 | |||||||||||||
Continuing operations | 20,000 | |||||||||||||
Administrative expenses | 1,100 | |||||||||||||
Acquisition for cash | € | € 69.7 | |||||||||||||
Loss before tax from discontinued operations | 17,700 | |||||||||||||
UK Vehicle Limited [Member] | ||||||||||||||
Acquisitions (Details) [Line Items] | ||||||||||||||
Purchase of share capital, percentage | 100.00% | |||||||||||||
Cash acquired | 700 | |||||||||||||
Trade and other receivables | 800 | |||||||||||||
Amount of revenue | 900 | |||||||||||||
Revenue from continuing operations | 2,700 | |||||||||||||
Continuing operations | 4,900 | |||||||||||||
Administrative expenses | 700 | |||||||||||||
Total consideration recognized | £ 23,700 | |||||||||||||
Acquisition for cash | 23,000 | |||||||||||||
Loss before tax from discontinued operations | £ 800 | |||||||||||||
Consideration | 29,700 | |||||||||||||
Classic consideration | £ 6,000 | |||||||||||||
Number of vehicles (in Vehicle) | Vehicle | 500,000,000 | |||||||||||||
SMH Fleet Solutions Limited [Member] | ||||||||||||||
Acquisitions (Details) [Line Items] | ||||||||||||||
Purchase of share capital, percentage | 100.00% | |||||||||||||
Total consideration | £ 76,500 | |||||||||||||
Cash acquired | 8,200 | |||||||||||||
Trade and other receivables | £ 8,000 | |||||||||||||
Amount of revenue | 7,300 | |||||||||||||
Revenue from continuing operations | 36,400 | |||||||||||||
Continuing operations | 15,100 | |||||||||||||
Administrative expenses | 1,100 | |||||||||||||
Loss before tax from discontinued operations | £ 12,500 | |||||||||||||
Number of vehicles (in Vehicle) | Vehicle | 70,000 | |||||||||||||
Total consideration | £ 68,300 | |||||||||||||
Swipcar 2017, S.L.[Member] | ||||||||||||||
Acquisitions (Details) [Line Items] | ||||||||||||||
Purchase of share capital, percentage | 100.00% | |||||||||||||
Trade and other receivables | £ 700 | £ 700 | ||||||||||||
Fair value per share at acquisition (in Pounds per share) | £ / shares | £ 6.87 | |||||||||||||
Revenue from continuing operations | £ 3,600 | |||||||||||||
Administrative expenses | 500 | |||||||||||||
Acquisition for cash | 23,200 | £ 23,200 | ||||||||||||
Loss before tax from discontinued operations | 9,000 | |||||||||||||
Total consideration | 23,600 | 23,600 | ||||||||||||
Paid in cash | 15,600 | |||||||||||||
Deferred consideration | 2,600 | |||||||||||||
Issue of shares | 5,400 | |||||||||||||
Cash | £ 400 | £ 400 | ||||||||||||
Swipcar 2017, S.L.[Member] | Bottom of range [member] | ||||||||||||||
Acquisitions (Details) [Line Items] | ||||||||||||||
Amount of revenue | 600 | |||||||||||||
Swipcar 2017, S.L.[Member] | Top of range [member] | ||||||||||||||
Acquisitions (Details) [Line Items] | ||||||||||||||
Amount of revenue | 6,500 | |||||||||||||
Vans 365 Limited [Member] | ||||||||||||||
Acquisitions (Details) [Line Items] | ||||||||||||||
Amount of revenue | ||||||||||||||
Revenue from continuing operations | 14,000 | |||||||||||||
Administrative expenses | 200 | |||||||||||||
Acquisition for cash | 1,600 | |||||||||||||
Loss before tax from discontinued operations | ||||||||||||||
Total consideration | £ 6,300 | £ 7,900 | ||||||||||||
[1] | Revenue excludes £17.4 million of sales in 2021 where Cazoo sold vehicles as an agent for third parties and only the net commission received from those sales is recorded within revenue (2020, 2019: £nil). |
Acquisitions (Details) - Schedu
Acquisitions (Details) - Schedule of calculating goodwill arising from the acquisition the fair value of net assets acquired was determined £ in Thousands, shares in Thousands | 12 Months Ended |
Dec. 31, 2021GBP (£)shares | |
Drover Limited [Member] | |
Acquisitions (Details) - Schedule of calculating goodwill arising from the acquisition the fair value of net assets acquired was determined [Line Items] | |
Property, plant and equipment | £ 3,943 |
Trade and other receivables | 4,868 |
Cash and cash equivalents | 3,975 |
Trade and other payables | (4,819) |
Lease liabilities | (3,791) |
Deferred tax liabilities | (44) |
Total net assets acquired | 4,132 |
Intangible assets recognized on acquisition: | |
Software | 19,558 |
Brand | 1,303 |
Deferred tax arising on intangible assets | (3,985) |
Total intangible assets recognized on acquisition | 16,876 |
Total identifiable net assets at fair value | 21,008 |
Goodwill | 44,356 |
Purchase consideration transferred | 65,364 |
Satisfied by: | |
Cash | 20,996 |
Debt assumed and discharged | £ 4,463 |
Shares issued (in Shares) | shares | 33,339 |
Warrants issued (in Shares) | shares | 6,566 |
Smart Fleet Solutions Limited [Member] | |
Acquisitions (Details) - Schedule of calculating goodwill arising from the acquisition the fair value of net assets acquired was determined [Line Items] | |
Property, plant and equipment | £ 25,101 |
Inventory | 333 |
Trade and other receivables | 7,335 |
Cash and cash equivalents | 669 |
Trade and other payables | (2,160) |
Lease liabilities | (2,766) |
Provisions | (253) |
Deferred tax liabilities | (88) |
Total net assets acquired | 28,171 |
Intangible assets recognized on acquisition: | |
Customer relationships | 7,300 |
Deferred tax arising on intangible assets | (1,387) |
Total intangible assets recognized on acquisition | 5,913 |
Total identifiable net assets at fair value | 34,084 |
Goodwill | 5,041 |
Purchase consideration transferred | 39,125 |
Satisfied by: | |
Cash | 29,125 |
Debt assumed and discharged | £ 9,000 |
Shares issued (in Shares) | shares | 1,000 |
Cluno GmbH [Member] | |
Acquisitions (Details) - Schedule of calculating goodwill arising from the acquisition the fair value of net assets acquired was determined [Line Items] | |
Property, plant and equipment | £ 27,181 |
Trade and other receivables | 5,493 |
Cash and cash equivalents | 8,589 |
Trade and other payables | (5,982) |
Loans and borrowings | (19,879) |
Lease liabilities | (3,830) |
Deferred tax liabilities | (16) |
Total net assets acquired | 11,556 |
Intangible assets recognized on acquisition: | |
Software | 4,445 |
Brand | 1,444 |
Deferred tax arising on intangible assets | (1,905) |
Total intangible assets recognized on acquisition | 3,984 |
Total identifiable net assets at fair value | 15,540 |
Goodwill | 44,814 |
Purchase consideration transferred | 60,354 |
Satisfied by: | |
Voluntary employee share option plan | 623 |
Satisfied by: | |
Cash | £ 28,722 |
Shares issued (in Shares) | shares | 31,009 |
UK Vehicle Limited [Member] | |
Acquisitions (Details) - Schedule of calculating goodwill arising from the acquisition the fair value of net assets acquired was determined [Line Items] | |
Property, plant and equipment | £ 81 |
Trade and other receivables | 788 |
Cash and cash equivalents | 704 |
Trade and other payables | (1,535) |
Total net assets acquired | 38 |
Intangible assets recognized on acquisition: | |
Software | 10,287 |
Deferred tax arising on intangible assets | (2,131) |
Total intangible assets recognized on acquisition | 8,156 |
Total identifiable net assets at fair value | 8,194 |
Goodwill | 15,496 |
Purchase consideration transferred | 23,690 |
Satisfied by: | |
Deferred consideration | 120 |
Satisfied by: | |
Cash | 23,570 |
SMH Fleet Solutions Limited [Member] | |
Acquisitions (Details) - Schedule of calculating goodwill arising from the acquisition the fair value of net assets acquired was determined [Line Items] | |
Property, plant and equipment | 29,062 |
Financial investments | 3 |
Inventory | 1,247 |
Trade and other receivables | 7,972 |
Cash and cash equivalents | 8,161 |
Trade and other payables | (7,727) |
Lease liabilities | (25,749) |
Provisions | (3,224) |
Deferred tax assets | (335) |
Total net assets acquired | 9,410 |
Intangible assets recognized on acquisition: | |
Software | 1,489 |
Customer relationships | 7,574 |
Deferred tax arising on intangible assets | (1,765) |
Total intangible assets recognized on acquisition | 7,298 |
Total identifiable net assets at fair value | 16,708 |
Goodwill | 59,770 |
Purchase consideration transferred | 76,478 |
Satisfied by: | |
Cash | 61,105 |
Debt assumed and discharged | 15,373 |
Swipcar 2017, S.L.[Member] | |
Acquisitions (Details) - Schedule of calculating goodwill arising from the acquisition the fair value of net assets acquired was determined [Line Items] | |
Property, plant and equipment | 249 |
Trade and other receivables | 658 |
Cash and cash equivalents | 377 |
Trade and other payables | (1,186) |
Loans and borrowings | (1,468) |
Lease liabilities | (215) |
Total net assets acquired | (1,585) |
Intangible assets recognized on acquisition: | |
Software | 603 |
Customer relationships | 6,235 |
Deferred tax arising on intangible assets | (1,709) |
Total intangible assets recognized on acquisition | 5,129 |
Total identifiable net assets at fair value | 3,544 |
Goodwill | 20,025 |
Purchase consideration transferred | 23,569 |
Satisfied by: | |
Cash | 15,644 |
Debt assumed and discharged | £ 2,560 |
Shares issued (in Shares) | shares | 5,365 |
Vans 365 Limited [Member] | |
Acquisitions (Details) - Schedule of calculating goodwill arising from the acquisition the fair value of net assets acquired was determined [Line Items] | |
Property, plant and equipment | £ 25 |
Inventory | 566 |
Trade and other receivables | 49 |
Cash and cash equivalents | 1,581 |
Trade and other payables | (1,090) |
Provisions | (72) |
Total net assets at fair value | 1,059 |
Intangible assets recognized on acquisition: | |
Software | 205 |
Deferred tax arising on intangible assets | (39) |
Total intangible assets recognized on acquisition | 166 |
Total identifiable net assets at fair value | 1,225 |
Goodwill | 6,645 |
Purchase consideration transferred | 7,870 |
Satisfied by: | |
Deferred consideration | 1,500 |
Satisfied by: | |
Cash | 3,205 |
Debt assumed and discharged | £ 3,165 |
Property, Plant and Equipment_2
Property, Plant and Equipment (Details) - Schedule of property, plant and equipment - GBP (£) £ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment (Details) - Schedule of property, plant and equipment [Line Items] | |||
Net book value | £ 180,955 | £ 35,214 | £ 2,025 |
Additions | 25,261 | 20,398 | |
Disposals | (5,940) | (1,387) | |
Freehold property [Member] | |||
Property, Plant and Equipment (Details) - Schedule of property, plant and equipment [Line Items] | |||
Net book value | 30,828 | 14,907 | |
Leasehold improvements [Member] | |||
Property, Plant and Equipment (Details) - Schedule of property, plant and equipment [Line Items] | |||
Net book value | 25,321 | 13,068 | 1,137 |
Fixtures and fittings [Member] | |||
Property, Plant and Equipment (Details) - Schedule of property, plant and equipment [Line Items] | |||
Net book value | 8,667 | 3,534 | 649 |
Additions | |||
Disposals | |||
Computer equipment [Member] | |||
Property, Plant and Equipment (Details) - Schedule of property, plant and equipment [Line Items] | |||
Net book value | 2,855 | 430 | 200 |
Subscription vehicles [Member] | |||
Property, Plant and Equipment (Details) - Schedule of property, plant and equipment [Line Items] | |||
Net book value | 99,593 | ||
Other motor vehicles [Member] | |||
Property, Plant and Equipment (Details) - Schedule of property, plant and equipment [Line Items] | |||
Net book value | 10,140 | 2,667 | 39 |
Plant and machinery [member] | |||
Property, Plant and Equipment (Details) - Schedule of property, plant and equipment [Line Items] | |||
Net book value | 3,551 | 608 | |
Accumulated depreciation [Member] | |||
Property, Plant and Equipment (Details) - Schedule of property, plant and equipment [Line Items] | |||
Balance beginning | (1,343) | (199) | |
Depreciation charge for the year | (1,265) | (14,682) | |
Disposals | 121 | 1,244 | |
Transfers | (23) | ||
FX revaluation | (4) | ||
Balance ending | (14,808) | (1,343) | (199) |
Accumulated depreciation [Member] | Freehold property [Member] | |||
Property, Plant and Equipment (Details) - Schedule of property, plant and equipment [Line Items] | |||
Balance beginning | |||
Depreciation charge for the year | |||
Disposals | |||
Transfers | |||
FX revaluation | |||
Balance ending | |||
Accumulated depreciation [Member] | Leasehold improvements [Member] | |||
Property, Plant and Equipment (Details) - Schedule of property, plant and equipment [Line Items] | |||
Balance beginning | (634) | (54) | |
Depreciation charge for the year | (620) | (4,247) | |
Disposals | 40 | ||
Transfers | |||
FX revaluation | |||
Balance ending | (4,881) | (634) | (54) |
Accumulated depreciation [Member] | Fixtures and fittings [Member] | |||
Property, Plant and Equipment (Details) - Schedule of property, plant and equipment [Line Items] | |||
Balance beginning | (415) | (109) | |
Depreciation charge for the year | (331) | (1,495) | |
Disposals | 25 | ||
Transfers | |||
FX revaluation | |||
Balance ending | (1,910) | (415) | (109) |
Accumulated depreciation [Member] | Computer equipment [Member] | |||
Property, Plant and Equipment (Details) - Schedule of property, plant and equipment [Line Items] | |||
Balance beginning | (168) | (35) | |
Depreciation charge for the year | (154) | (830) | |
Disposals | 21 | ||
Transfers | |||
FX revaluation | |||
Balance ending | (998) | (168) | (35) |
Accumulated depreciation [Member] | Subscription vehicles [Member] | |||
Property, Plant and Equipment (Details) - Schedule of property, plant and equipment [Line Items] | |||
Balance beginning | |||
Depreciation charge for the year | (5,938) | ||
Disposals | 1,244 | ||
Transfers | 43 | ||
FX revaluation | (4) | ||
Balance ending | (4,655) | ||
Accumulated depreciation [Member] | Other motor vehicles [Member] | |||
Property, Plant and Equipment (Details) - Schedule of property, plant and equipment [Line Items] | |||
Balance beginning | (75) | (1) | |
Depreciation charge for the year | (81) | (1,630) | |
Disposals | 7 | ||
Transfers | (66) | ||
FX revaluation | |||
Balance ending | (1,771) | (75) | (1) |
Accumulated depreciation [Member] | Plant and machinery [member] | |||
Property, Plant and Equipment (Details) - Schedule of property, plant and equipment [Line Items] | |||
Balance beginning | (51) | ||
Depreciation charge for the year | (79) | (542) | |
Disposals | 28 | ||
Transfers | |||
FX revaluation | |||
Balance ending | (593) | (51) | |
Cost [Member] | |||
Property, Plant and Equipment (Details) - Schedule of property, plant and equipment [Line Items] | |||
Balance beginning | 36,557 | 2,244 | |
Additions | 17,741 | 111,009 | |
Acquisition of a subsidiary | 20,391 | 50,838 | |
Disposals | (3,799) | (983) | |
Transfers | (922) | ||
FX revaluation | (736) | ||
Balance ending | 195,763 | 36,557 | 2,244 |
Cost [Member] | Freehold property [Member] | |||
Property, Plant and Equipment (Details) - Schedule of property, plant and equipment [Line Items] | |||
Balance beginning | 14,907 | ||
Additions | |||
Acquisition of a subsidiary | 14,907 | 15,921 | |
Disposals | |||
Transfers | |||
FX revaluation | |||
Balance ending | 30,828 | 14,907 | |
Cost [Member] | Leasehold improvements [Member] | |||
Property, Plant and Equipment (Details) - Schedule of property, plant and equipment [Line Items] | |||
Balance beginning | 13,702 | 1,191 | |
Additions | 11,784 | 12,419 | |
Acquisition of a subsidiary | 2,576 | 4,081 | |
Disposals | (1,849) | ||
Transfers | |||
FX revaluation | |||
Balance ending | 30,202 | 13,702 | 1,191 |
Cost [Member] | Fixtures and fittings [Member] | |||
Property, Plant and Equipment (Details) - Schedule of property, plant and equipment [Line Items] | |||
Balance beginning | 3,949 | 758 | |
Additions | 2,892 | 5,210 | |
Acquisition of a subsidiary | 1,375 | 1,418 | |
Disposals | (1,076) | ||
Transfers | |||
FX revaluation | |||
Balance ending | 10,577 | 3,949 | 758 |
Cost [Member] | Computer equipment [Member] | |||
Property, Plant and Equipment (Details) - Schedule of property, plant and equipment [Line Items] | |||
Balance beginning | 598 | 235 | |
Additions | 363 | 2,245 | |
Acquisition of a subsidiary | 252 | 1,013 | |
Disposals | (252) | (3) | |
Transfers | |||
FX revaluation | |||
Balance ending | 3,853 | 598 | 235 |
Cost [Member] | Subscription vehicles [Member] | |||
Property, Plant and Equipment (Details) - Schedule of property, plant and equipment [Line Items] | |||
Balance beginning | |||
Additions | 82,314 | ||
Acquisition of a subsidiary | 25,346 | ||
Disposals | (963) | ||
Transfers | (1,713) | ||
FX revaluation | (736) | ||
Balance ending | 104,248 | ||
Cost [Member] | Other motor vehicles [Member] | |||
Property, Plant and Equipment (Details) - Schedule of property, plant and equipment [Line Items] | |||
Balance beginning | 2,742 | 40 | |
Additions | 2,702 | 8,011 | |
Acquisition of a subsidiary | 116 | 367 | |
Disposals | (116) | ||
Transfers | 791 | ||
FX revaluation | |||
Balance ending | 11,911 | 2,742 | 40 |
Cost [Member] | Plant and machinery [member] | |||
Property, Plant and Equipment (Details) - Schedule of property, plant and equipment [Line Items] | |||
Balance beginning | 659 | ||
Additions | 810 | ||
Acquisition of a subsidiary | 1,165 | 2,692 | |
Disposals | (506) | (17) | |
Transfers | |||
FX revaluation | |||
Balance ending | £ 4,144 | £ 659 |
Intangible Assets and Goodwil_2
Intangible Assets and Goodwill (Details) - 12 months ended Dec. 31, 2021 £ in Millions, $ in Millions | USD ($) | GBP (£) |
Intangible Assets and Goodwill (Details) [Line Items] | ||
Discount rates, description | +11.1%) in the UK CGU would result in impairment. A rise in the pre-tax discount rate above 24.9% (i.e. +2.9%) in the EU CGU would result in impairment. A rise in the pre-tax discount rate above 30.6% (i.e. +11.0%) in the Swipcar CGU would result in impairment. A rise in the pre-tax discount rate to 24.3% (i.e. | |
Additional impairment charge (in Dollars) | $ | $ 0.2 | |
Gross margin percentage | 1.00% | |
Growth rate percentage | 1.00% | |
United kingdom [Member] | ||
Intangible Assets and Goodwill (Details) [Line Items] | ||
Recoverable amount (in Pounds) | £ 1,658.6 | |
Percentage of pre-tax discount rate | 15.70% | |
Growth rate percentage | 2.00% | |
Recognized an impairment charge (in Pounds) | 1,004.7 | |
Europe [Member] | ||
Intangible Assets and Goodwill (Details) [Line Items] | ||
Recoverable amount (in Pounds) | 300.1 | |
Percentage of pre-tax discount rate | 22.00% | |
Growth rate percentage | 2.00% | |
Recognized an impairment charge (in Pounds) | 106.5 | |
Cazana [Member] | ||
Intangible Assets and Goodwill (Details) [Line Items] | ||
Recoverable amount (in Pounds) | 4.6 | |
Percentage of pre-tax discount rate | 23.30% | |
Growth rate percentage | 2.00% | |
Recognized an impairment charge (in Pounds) | 5.5 | |
Swipcar [Member] | ||
Intangible Assets and Goodwill (Details) [Line Items] | ||
Recoverable amount (in Pounds) | 25.8 | |
Percentage of pre-tax discount rate | 19.60% | |
Growth rate percentage | 2.00% | |
Recognized an impairment charge (in Pounds) | £ 21 |
Intangible Assets and Goodwil_3
Intangible Assets and Goodwill (Details) - Schedule of intangible assets and goodwill - GBP (£) £ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cost | |||
Balance | £ 28,097 | £ 3,264 | |
Additions | 14,259 | 1,889 | |
Acquisition of subsidiaries | 256,590 | 22,944 | |
Balance | 298,946 | 28,097 | |
Accumulated amortization | |||
Balance | (1,437) | (76) | |
Charge for the year | (30,502) | (1,361) | |
Impairment loss | (5,493) | ||
Balance | (37,432) | (1,437) | |
Net book value | |||
Balance | 261,514 | 26,660 | £ 3,188 |
Domain names [Member] | |||
Cost | |||
Balance | 51 | 20 | |
Additions | 22 | 31 | |
Acquisition of subsidiaries | |||
Balance | 73 | 51 | |
Accumulated amortization | |||
Balance | (9) | (4) | |
Charge for the year | (25) | (5) | |
Impairment loss | |||
Balance | (34) | (9) | |
Net book value | |||
Balance | 39 | 42 | 16 |
Development costs and software [Member] | |||
Cost | |||
Balance | 5,353 | 3,244 | |
Additions | 14,237 | 1,858 | |
Acquisition of subsidiaries | 36,588 | 251 | |
Balance | 56,178 | 5,353 | |
Accumulated amortization | |||
Balance | (1,428) | (72) | |
Charge for the year | (6,622) | (1,356) | |
Impairment loss | (5,493) | ||
Balance | (13,543) | (1,428) | |
Net book value | |||
Balance | 42,635 | 3,925 | 3,172 |
Customer relationships [Member] | |||
Cost | |||
Balance | |||
Additions | |||
Acquisition of subsidiaries | 21,109 | ||
Balance | 21,109 | ||
Accumulated amortization | |||
Balance | |||
Charge for the year | (21,109) | ||
Impairment loss | |||
Balance | (21,109) | ||
Net book value | |||
Balance | |||
Brand [Member] | |||
Cost | |||
Balance | |||
Additions | |||
Acquisition of subsidiaries | 2,746 | ||
Balance | 2,746 | ||
Accumulated amortization | |||
Balance | |||
Charge for the year | (2,746) | ||
Impairment loss | |||
Balance | (2,746) | ||
Net book value | |||
Balance | |||
Goodwill [Member] | |||
Cost | |||
Balance | 22,693 | ||
Additions | |||
Acquisition of subsidiaries | 196,147 | 22,693 | |
Balance | 218,840 | 22,693 | |
Accumulated amortization | |||
Balance | |||
Charge for the year | |||
Impairment loss | |||
Balance | |||
Net book value | |||
Balance | £ 218,840 | £ 22,693 |
Intangible Assets and Goodwil_4
Intangible Assets and Goodwill (Details) - Schedule of impairment testing, intangible assets and goodwill - GBP (£) £ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Intangible assets | |||
Total intangible assets | £ 42,674 | £ 3,967 | £ 3,188 |
Goodwill | |||
Total goodwill | 218,840 | 22,693 | |
UK [Member] | |||
Intangible assets | |||
Total intangible assets | 32,696 | 3,967 | 3,188 |
Goodwill | |||
Total goodwill | 136,833 | 22,693 | |
Europe [Member] | |||
Intangible assets | |||
Total intangible assets | 5,096 | ||
Goodwill | |||
Total goodwill | 82,007 | ||
Cazana [Member] | |||
Intangible assets | |||
Total intangible assets | 4,304 | ||
Goodwill | |||
Total goodwill | |||
Swipcar [Member] | |||
Intangible assets | |||
Total intangible assets | 578 | ||
Goodwill | |||
Total goodwill |
Inventory (Details)
Inventory (Details) - GBP (£) £ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Disclosure of inventories [text block] [Abstract] | ||
Net realizable value | £ 447.2 | £ 161.2 |
Percentage of change in expected selling price | 2.00% | |
Security against stocking loans | £ 273.3 | £ 96.3 |
Inventory (Details) - Schedule
Inventory (Details) - Schedule of inventory - GBP (£) £ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule of inventory [Abstract] | |||
Finished goods and work in in progress | £ 336,501 | £ 114,694 | £ 42,970 |
Goods in transit | 28,084 | ||
Inventory | 364,585 | 114,694 | 42,970 |
Gross inventory | 369,532 | 118,203 | 43,969 |
Inventory provision | £ (4,947) | £ (3,509) | £ (999) |
Inventory (Details) - Schedul_2
Inventory (Details) - Schedule of sensitivity of the inventory provision - GBP (£) £ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Change in expected selling price estimate +2% [Member] | ||
Inventory (Details) - Schedule of sensitivity of the inventory provision [Line Items] | ||
Change in inventory provision | £ 1,417 | £ 882 |
Change in expected selling price estimate -2% [Member] | ||
Inventory (Details) - Schedule of sensitivity of the inventory provision [Line Items] | ||
Change in inventory provision | £ (1,904) | £ (1,132) |
Trade and Other Receivables (De
Trade and Other Receivables (Details) - GBP (£) £ in Millions | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Disclosure of trade and other receivables [text block] [Abstract] | ||
Prepayment written off | £ 4 |
Trade and Other Receivables (_2
Trade and Other Receivables (Details) - Schedule of trade and other receivables - GBP (£) £ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Schedule of trade and other receivables [Abstract] | |||
Trade receivables | £ 14,796 | £ 7,243 | £ 291 |
Prepayments | 28,124 | 20,278 | 10,260 |
Contract assets | 3,451 | 599 | 8 |
VAT recoverable | 30,499 | 4,533 | 4,983 |
Other receivables | 10,982 | 4,216 | 1,687 |
Total trade and other receivables | 87,852 | 36,869 | 17,229 |
Current | 77,884 | 29,358 | 13,255 |
Non-current | £ 9,968 | £ 7,511 | £ 3,974 |
Trade and Other Payables (Detai
Trade and Other Payables (Details) - Schedule of trade and other payables - GBP (£) £ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Schedule of trade and other payables [Abstract] | |||
Trade payables | £ 29,224 | £ 12,668 | £ 1,867 |
Accruals and other creditors | 25,279 | 10,348 | 1,632 |
Tax and social security payables | 11,316 | 2,119 | 353 |
Contract liabilities | 7,911 | 9,059 | 385 |
Deferred consideration | 5,554 | 1,375 | |
Total trade and other payables | 79,284 | 35,569 | 4,237 |
Current | 79,284 | 35,569 | 4,237 |
Non-current |
Loans and Borrowings (Details)
Loans and Borrowings (Details) - Schedule of loans and borrowings - GBP (£) £ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Current | |||
Bank loans | £ 635 | ||
Stocking loans | 169,170 | 86,709 | 32,477 |
Subscription facilities | 10,188 | ||
Mortgages | 547 | 1,368 | |
Total current | 180,540 | 88,077 | 32,477 |
Non-current | |||
Bank loans | 815 | ||
Stocking loans | 8,809 | ||
Subscription facilities | 56,987 | ||
Mortgages | 1,502 | 2,126 | |
Total non-current | 68,113 | 2,126 | |
Total loans and borrowings | £ 248,653 | £ 90,203 | £ 32,477 |
Provisions (Details)
Provisions (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Bottom of range [Member] | |
Provisions (Details) [Line Items] | |
Lease term, years | 4 years |
Top of range [Member] | |
Provisions (Details) [Line Items] | |
Lease term, years | 20 years |
Provisions (Details) - Schedule
Provisions (Details) - Schedule of provisions - GBP (£) £ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of provisions [Abstract] | ||
Beginning balance | £ 3,363 | £ 582 |
Acquisition of a subsidiary | 3,549 | 1,820 |
Recognized during the year | 1,073 | 961 |
Ending balance | 7,985 | £ 3,363 |
Current | ||
Non-current | £ 7,985 |
Leases (Details)
Leases (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Bottom of range [Member] | |
Leases (Details) [Line Items] | |
Leases terms | 1 year |
Top of range [Member] | |
Leases (Details) [Line Items] | |
Leases terms | 3 years |
Leases (Details) - Schedule of
Leases (Details) - Schedule of right-of-use assets - GBP (£) £ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Leases (Details) - Schedule of right-of-use assets [Line Items] | |||
Cost of beginning balance | £ 56,653 | £ 7,275 | |
Cost of ending balance | 109,836 | 56,653 | £ 7,275 |
Accumulated depreciation beginning balance | (5,933) | (506) | |
Accumulated depreciation ending balance | (17,582) | (5,933) | (506) |
Net book value | 92,254 | 50,720 | 6,769 |
Additions | 25,261 | 20,398 | |
Acquisition of a subsidiary | 34,804 | 30,367 | |
Disposals | (5,940) | (1,387) | |
Transfers | (791) | ||
FX revaluation | (151) | ||
Depreciation charge for the year | (14,109) | (5,570) | |
Disposals | 2,394 | 143 | |
Transfers | 66 | ||
Leasehold property [Member] | |||
Leases (Details) - Schedule of right-of-use assets [Line Items] | |||
Cost of beginning balance | 48,332 | 5,450 | |
Cost of ending balance | 85,775 | 48,332 | 5,450 |
Accumulated depreciation beginning balance | (4,839) | (421) | |
Accumulated depreciation ending balance | (10,696) | (4,839) | (421) |
Net book value | 75,079 | 43,493 | 5,029 |
Additions | 13,271 | 13,902 | |
Acquisition of a subsidiary | 29,268 | 30,367 | |
Disposals | (5,096) | (1,387) | |
Transfers | |||
FX revaluation | |||
Depreciation charge for the year | (8,108) | (4,561) | |
Disposals | 2,251 | 143 | |
Fixtures and fittings [Member] | |||
Leases (Details) - Schedule of right-of-use assets [Line Items] | |||
Cost of beginning balance | 74 | 74 | |
Cost of ending balance | 74 | 74 | 74 |
Accumulated depreciation beginning balance | (18) | (4) | |
Accumulated depreciation ending balance | (33) | (18) | (4) |
Net book value | 41 | 56 | 70 |
Additions | |||
Acquisition of a subsidiary | |||
Disposals | |||
Transfers | |||
FX revaluation | |||
Depreciation charge for the year | (15) | (14) | |
Disposals | |||
Subscription vehicles [Member] | |||
Leases (Details) - Schedule of right-of-use assets [Line Items] | |||
Cost of beginning balance | |||
Cost of ending balance | 7,703 | ||
Accumulated depreciation beginning balance | |||
Accumulated depreciation ending balance | (3,157) | ||
Net book value | 4,546 | ||
Additions | 2,942 | ||
Acquisition of a subsidiary | 5,536 | ||
Disposals | (624) | ||
Transfers | |||
FX revaluation | (151) | ||
Depreciation charge for the year | (3,157) | ||
Disposals | |||
Other motor vehicles [Member] | |||
Leases (Details) - Schedule of right-of-use assets [Line Items] | |||
Cost of beginning balance | 8,247 | 1,751 | |
Cost of ending balance | 16,284 | 8,247 | 1,751 |
Accumulated depreciation beginning balance | (1,076) | (81) | |
Accumulated depreciation ending balance | (3,696) | (1,076) | (81) |
Net book value | 12,588 | 7,171 | £ 1,670 |
Additions | 9,048 | 6,496 | |
Acquisition of a subsidiary | |||
Disposals | (220) | ||
Transfers | (791) | ||
FX revaluation | |||
Depreciation charge for the year | (2,829) | (995) | |
Disposals | 143 | ||
Transfers | £ 66 |
Leases (Details) - Schedule o_2
Leases (Details) - Schedule of lease liabilities - GBP (£) £ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule of lease liabilities [Abstract] | |||
Beginning balance | £ 48,048 | £ 5,868 | |
Additions | 26,228 | 19,850 | |
Acquisition of subsidiaries | 36,352 | ||
Terminations | (2,969) | ||
Acquisition of a subsidiary | 27,972 | ||
Interest | 1,338 | 652 | £ 64 |
Payments | (18,597) | (6,294) | |
Ending balance | £ 90,400 | £ 48,048 | £ 5,868 |
Leases (Details) - Schedule o_3
Leases (Details) - Schedule of amounts recognized in the statement of profit and loss - GBP (£) £ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule of amounts recognized in the statement of profit and loss [Abstract] | |||
Depreciation expense | £ 14,109 | £ 5,570 | £ 506 |
Interest on lease liabilities | 1,338 | 652 | 64 |
Total | £ 15,447 | £ 6,222 | £ 570 |
Leases (Details) - Schedule o_4
Leases (Details) - Schedule of receivable under non-cancellable operating leases - GBP (£) £ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Leases (Details) - Schedule of receivable under non-cancellable operating leases [Line Items] | |||
Total | £ 2,072 | ||
Within one year [Member] | |||
Leases (Details) - Schedule of receivable under non-cancellable operating leases [Line Items] | |||
Total | 1,602 | ||
Within one year but not more than five years [Member] | |||
Leases (Details) - Schedule of receivable under non-cancellable operating leases [Line Items] | |||
Total | £ 469 |
Share Capital (Details)
Share Capital (Details) - GBP (£) £ in Millions | Nov. 16, 2021 | Aug. 31, 2021 | Aug. 26, 2021 | Feb. 23, 2021 | Feb. 11, 2021 | Jan. 25, 2021 | Jul. 15, 2020 | Mar. 23, 2020 | Oct. 01, 2020 | Jun. 23, 2020 |
Share Capital (Details) [Line Items] | ||||||||||
Additional funding round raising | £ 25.2 | |||||||||
Issuance of shares | £ 9 | |||||||||
Deduction amount | £ 7.4 | |||||||||
Issuance of shares | £ 5.4 | £ 31 | £ 1 | £ 33.3 | ||||||
Exercised price of warrants | £ 12 | |||||||||
Merger reserve | £ 174.2 | |||||||||
Increase share premium | 619.1 | |||||||||
Primary shares issue of cost | £ 34.9 | |||||||||
Series C Funding Round Raising [Member] | ||||||||||
Share Capital (Details) [Line Items] | ||||||||||
Funding round raising | £ 99.8 | |||||||||
Advertising and marketing commitment | £ 8 | |||||||||
Series D Funding Round Raising [Member] | ||||||||||
Share Capital (Details) [Line Items] | ||||||||||
Funding round raising | £ 231.6 |
Share Capital (Details) - Sched
Share Capital (Details) - Schedule of issued and fully paid share capital - GBP (£) £ in Thousands, shares in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Share Capital (Details) - Schedule of issued and fully paid share capital [Line Items] | |||
Issued and fully paid share capital, Shares | 752,934 | 176,446 | 120,912 |
Issued and fully paid share capital | £ 55 | ||
Ordinary Shares [Member] | |||
Share Capital (Details) - Schedule of issued and fully paid share capital [Line Items] | |||
Issued and fully paid share capital, Shares | 62,604 | 61,250 | |
Issued and fully paid share capital | |||
Series A [Member] | |||
Share Capital (Details) - Schedule of issued and fully paid share capital [Line Items] | |||
Issued and fully paid share capital, Shares | 30,250 | 30,250 | |
Issued and fully paid share capital | |||
Series B [Member] | |||
Share Capital (Details) - Schedule of issued and fully paid share capital [Line Items] | |||
Issued and fully paid share capital, Shares | 29,412 | 29,412 | |
Issued and fully paid share capital | |||
Series C [Member] | |||
Share Capital (Details) - Schedule of issued and fully paid share capital [Line Items] | |||
Issued and fully paid share capital, Shares | 31,679 | ||
Issued and fully paid share capital | |||
Series D [Member] | |||
Share Capital (Details) - Schedule of issued and fully paid share capital [Line Items] | |||
Issued and fully paid share capital, Shares | 22,501 | ||
Issued and fully paid share capital | |||
Class A Ordinary Shares [Member] | |||
Share Capital (Details) - Schedule of issued and fully paid share capital [Line Items] | |||
Issued and fully paid share capital, Shares | 112,010 | ||
Issued and fully paid share capital | £ 8 | ||
Class C Ordinary Shares [Member] | |||
Share Capital (Details) - Schedule of issued and fully paid share capital [Line Items] | |||
Issued and fully paid share capital, Shares | 640,924 | ||
Issued and fully paid share capital | £ 47 |
Share Capital (Details) - Sch_2
Share Capital (Details) - Schedule of issued and fully paid share capital (Parentheticals) | Dec. 31, 2021£ / shares | Dec. 31, 2021$ / shares | Dec. 31, 2020£ / shares | Dec. 31, 2020$ / shares | Dec. 31, 2019£ / shares | Dec. 31, 2019$ / shares |
Ordinary Shares [Member] | ||||||
Share Capital (Details) - Schedule of issued and fully paid share capital (Parentheticals) [Line Items] | ||||||
Issued and fully paid share capital, shares per share | £ 0.0000167000 | £ 0.0000167000 | £ 0.0000167000 | |||
Series A [Member] | ||||||
Share Capital (Details) - Schedule of issued and fully paid share capital (Parentheticals) [Line Items] | ||||||
Issued and fully paid share capital, shares per share | 0.0000167000 | 0.0000167000 | 0.0000167000 | |||
Series B [Member] | ||||||
Share Capital (Details) - Schedule of issued and fully paid share capital (Parentheticals) [Line Items] | ||||||
Issued and fully paid share capital, shares per share | 0.0000167000 | 0.0000167000 | 0.0000167000 | |||
Series C [Member] | ||||||
Share Capital (Details) - Schedule of issued and fully paid share capital (Parentheticals) [Line Items] | ||||||
Issued and fully paid share capital, shares per share | 0.0000167000 | 0.0000167000 | 0.0000167000 | |||
Series D [Member] | ||||||
Share Capital (Details) - Schedule of issued and fully paid share capital (Parentheticals) [Line Items] | ||||||
Issued and fully paid share capital, shares per share | £ 0.0000167000 | £ 0.0000167000 | £ 0.0000167000 | |||
Class A Ordinary Shares [Member] | ||||||
Share Capital (Details) - Schedule of issued and fully paid share capital (Parentheticals) [Line Items] | ||||||
Issued and fully paid share capital, ordinary shares per share (in Dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Class C Ordinary Shares [Member] | ||||||
Share Capital (Details) - Schedule of issued and fully paid share capital (Parentheticals) [Line Items] | ||||||
Issued and fully paid share capital, ordinary shares per share (in Dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Share Capital (Details) - Sch_3
Share Capital (Details) - Schedule of classes of share capital - GBP (£) £ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | ||
Share capital [Member] | |||
Share Capital (Details) - Schedule of classes of share capital [Line Items] | |||
Ordinary share, beginning balance | |||
Ordinary share, ending balance | 55 | ||
Series C share issuance | |||
Group restructuring | 49 | ||
PIPE share issuance | 6 | ||
Transaction costs | |||
Series C extension | |||
Acquisition of subsidiary | [1] | ||
Warrants exercised | |||
Series D share issuance | |||
Other share issuances | |||
Share premium [Member] | |||
Share Capital (Details) - Schedule of classes of share capital [Line Items] | |||
Ordinary share, beginning balance | 266,120 | 81,500 | |
Ordinary share, ending balance | 902,586 | 266,120 | |
Series C share issuance | 99,750 | ||
Group restructuring | 70,086 | (181,250) | |
PIPE share issuance | 583,936 | ||
Transaction costs | (34,888) | ||
Series C extension | 25,250 | ||
Acquisition of subsidiary | 5,365 | [1] | 8,999 |
Warrants exercised | 11,967 | ||
Series D share issuance | 231,634 | ||
Other share issuances | 237 | ||
Merger reserve [Member] | |||
Share Capital (Details) - Schedule of classes of share capital [Line Items] | |||
Ordinary share, beginning balance | 181,250 | ||
Ordinary share, ending balance | 420,834 | 181,250 | |
Series C share issuance | |||
Group restructuring | 174,236 | 181,250 | |
PIPE share issuance | |||
Transaction costs | |||
Series C extension | |||
Acquisition of subsidiary | 65,348 | [1] | |
Warrants exercised | |||
Series D share issuance | |||
Other share issuances | |||
[1] | Prior to the Transaction, the merger relief section of the Companies Act 2006 required that the difference between the nominal value and issued value of the shares issued for the acquisitions of Drover, SFS and Cluno should be credited to the merger reserve in equity. After the Transaction, the Group prepares its financial statements in accordance with the requirements of the Companies Act (As Revised) of the Cayman Islands and the difference between the nominal value and issued value of the shares issued for the acquisition of Swipcar was credited to share premium. |
Warrants (Details)
Warrants (Details) | 12 Months Ended |
Dec. 31, 2021£ / shares$ / sharesshares | |
Warrants [Abstract] | |
Warrants outstanding | shares | 41,254,566 |
Ordinary share per share | $ / shares | $ 11.5 |
Basis point | 100 |
Fair value of per warrant | £ / shares | $ 0.05 |
Warrants (Details) - Schedule o
Warrants (Details) - Schedule of warrants outstanding - shares | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Warrants (Details) - Schedule of warrants outstanding [Line Items] | |||
Number of warrants | 41,254,566 | ||
Public [Member] | |||
Warrants (Details) - Schedule of warrants outstanding [Line Items] | |||
Number of warrants | 20,124,748 | ||
Private placements [Member] | |||
Warrants (Details) - Schedule of warrants outstanding [Line Items] | |||
Number of warrants | 21,129,818 |
Warrants (Details) - Schedule_2
Warrants (Details) - Schedule of public warrants are classified as Level £ in Thousands | Dec. 31, 2021GBP (£) |
Warrants (Details) - Schedule of public warrants are classified as Level [Line Items] | |
Warrants | £ 42,692 |
Level 1 [Member] | |
Warrants (Details) - Schedule of public warrants are classified as Level [Line Items] | |
Warrants | 13,418 |
Level 2 [Member] | |
Warrants (Details) - Schedule of public warrants are classified as Level [Line Items] | |
Warrants | |
Level 3 [Member] | |
Warrants (Details) - Schedule of public warrants are classified as Level [Line Items] | |
Warrants | £ 29,274 |
Warrants (Details) - Schedule_3
Warrants (Details) - Schedule of fair value of the warrants | 12 Months Ended |
Dec. 31, 2021$ / sharesshares | |
Schedule of fair value of the warrants [Abstract] | |
Number of warrants (in Shares) | shares | 21,129,818 |
Exercise price (in Dollars per share) | $ / shares | $ 11.5 |
Expected term (years) | 7 years |
Expected volatility | 47.10% |
Dividend yield | |
Risk free interest rate | 1.40% |
Warrants (Details) - Schedule_4
Warrants (Details) - Schedule of fair value movements - GBP (£) £ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Warrants (Details) - Schedule of fair value movements [Line Items] | |||
Beginning balance | |||
Ending balance | £ 42,692 | ||
Warrants issued upon acquisition of Drover | 6,566 | ||
Fair value movement | 102 | ||
Exercise of warrants | (6,667) | ||
Warrants issued in the Transaction | 69,362 | ||
Fair value movement | (26,671) | ||
Public [Member] | |||
Warrants (Details) - Schedule of fair value movements [Line Items] | |||
Beginning balance | |||
Ending balance | 13,418 | ||
Warrants issued upon acquisition of Drover | |||
Fair value movement | |||
Exercise of warrants | |||
Warrants issued in the Transaction | 22,475 | ||
Fair value movement | (9,057) | ||
Private placements [Member] | |||
Warrants (Details) - Schedule of fair value movements [Line Items] | |||
Beginning balance | |||
Ending balance | 29,274 | ||
Warrants issued upon acquisition of Drover | 6,566 | ||
Fair value movement | 102 | ||
Exercise of warrants | (6,667) | ||
Warrants issued in the Transaction | 46,887 | ||
Fair value movement | £ (17,614) |
Financial Instruments (Details)
Financial Instruments (Details) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disclosure of financial instruments [text block] [Abstract] | |||
Stocking loans, description | The stocking loans are secured against the inventory of the Group. The stocking loan facilities have varying due dates, ranging from the earlier of a sale of a vehicle by the Group to a customer or 180 day term from the inception of the individual loan and within 720 days of drawdown. The stocking loans rates are in reference to the Bank of England base rate, SONIA or EURIBOR. | ||
Change in reference rates points | A 100 basis points decrease in interest rates would have less effect on profit before tax than a 100 basis points increase in interest rates because the Group’s stocking loans and subscription facilities are generally subject to reference rate floors. | ||
Description of hedge financial risk | The Group has not entered into any agreements designed to hedge financial risk in the year ended December 31, 2021 (2020: none, 2019: none). | The Group has not entered into any agreements designed to hedge financial risk in the year ended December 31, 2021 (2020: none, 2019: none). | |
Description of Gains or losses from derecognition of financial assets or financial liabilities | The Group has not recorded any gains or losses arising through the derecognition of financial assets or financial liabilities in the year ended December 31, 2021 (2020: none, 2019: none). |
Financial Instruments (Detail_2
Financial Instruments (Details) - Schedule of financial assets, other than cash and short-term deposits - GBP (£) £ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Financial assets at amortized cost | |||
Trade receivables | £ 14,796 | £ 7,243 | £ 291 |
Contract assets | 3,451 | 599 | 8 |
Lease deposits | 5,124 | 2,653 | 1,675 |
Total financial assets | 23,371 | 10,495 | 1,974 |
Current | 18,247 | 10,495 | 1,974 |
Non-current | £ 5,124 |
Financial Instruments (Detail_3
Financial Instruments (Details) - Schedule of interest-bearing loans and borrowings - GBP (£) £ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Current [Member] | |||
Financial Instruments (Details) - Schedule of interest-bearing loans and borrowings [Line Items] | |||
Lease liabilities ,Interest rate | 1 – 8% | ||
Lease liabilities, Maturity | Within one year | ||
Lease liabilities | £ 18,826 | £ 6,540 | £ 1,510 |
Bank loans, Interest rate | Base rate + 3.25% – 3.75% 2.5% – 7.67% | ||
Bank loans, Maturity | Within one year | ||
Bank loans | £ 635 | ||
Stocking loans, Interest rate | Base rate + 0.5% – 3% | ||
Stocking loans, Maturity | On earlier of sale or 180 days / Within one year | ||
Stocking loans | £ 169,170 | 86,709 | 32,477 |
Subscription facilities, Interest rate | Base rate +1.7% – 3.7% +3.15 – 6% | ||
Subscription facilities, Maturity | Within one year | ||
Subscription facilities | £ 10,188 | ||
Mortgages, Interest rate | Base rate + 2% | ||
Mortgages, Maturity | Within one year | ||
Mortgages | £ 547 | 1,368 | |
Mortgages total | £ 199,366 | 94,617 | 33,987 |
Non-current [Member] | |||
Financial Instruments (Details) - Schedule of interest-bearing loans and borrowings [Line Items] | |||
Lease liabilities ,Interest rate | 1 – 8% | ||
Lease liabilities, Maturity | 2023 – 2117 | ||
Lease liabilities | £ 71,574 | 41,508 | 4,358 |
Bank loans, Interest rate | Base rate + 3.25% – 3.75% 2.5% – 7.67% | ||
Bank loans, Maturity | 2023 – 2025 | ||
Bank loans | £ 815 | ||
Stocking loans, Interest rate | Base rate + 3% | ||
Stocking loans, Maturity | 2023 | ||
Stocking loans | £ 8,809 | ||
Subscription facilities, Interest rate | Base rate + 1.7% – 3.7% 4.05% – 6% | ||
Subscription facilities, Maturity | 2023 – 2025 | ||
Subscription facilities | £ 56,987 | ||
Mortgages, Interest rate | Base rate + 2% | ||
Mortgages, Maturity | 2023 – 2025 | ||
Mortgages | £ 1,502 | 2,126 | |
Mortgages total | 139,687 | 43,634 | 4,358 |
Financial liabilities at fair value through profit or loss [Member] | |||
Financial Instruments (Details) - Schedule of interest-bearing loans and borrowings [Line Items] | |||
Warrants | 42,692 | ||
Current | |||
Non-current | £ 42,692 |
Financial Instruments (Detail_4
Financial Instruments (Details) - Schedule of profit before tax is affected through the impact on floating rate borrowings - GBP (£) £ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Loans and borrowings [Member] | ||
Financial Instruments (Details) - Schedule of profit before tax is affected through the impact on floating rate borrowings [Line Items] | ||
Increase/decrease in basis points | +100 | |
Effect on profit before tax 2021 | £ (1,393) | |
Effect on profit before tax 2020 | £ (298) | |
Loans and borrowings One [Member] | ||
Financial Instruments (Details) - Schedule of profit before tax is affected through the impact on floating rate borrowings [Line Items] | ||
Increase/decrease in basis points | -100 | |
Effect on profit before tax 2021 | £ 95 | |
Effect on profit before tax 2020 | £ 200 |
Financial Instruments (Detail_5
Financial Instruments (Details) - Schedule of exposure to foreign currency changes for all other currencies is not material - GBP (£) £ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Financial Instruments (Details) - Schedule of exposure to foreign currency changes for all other currencies is not material [Line Items] | ||
Increase/decrease in EUR rate | (5.00%) | (5.00%) |
Effect on profit before tax | £ 1,336 | |
Effect on pre-tax equity | £ 1,170 | |
2021 [Member] | ||
Financial Instruments (Details) - Schedule of exposure to foreign currency changes for all other currencies is not material [Line Items] | ||
Increase/decrease in EUR rate | 5.00% | |
Effect on profit before tax | £ (1,336) | |
Effect on pre-tax equity | £ (1,170) | |
2020 [Member] | ||
Financial Instruments (Details) - Schedule of exposure to foreign currency changes for all other currencies is not material [Line Items] | ||
Increase/decrease in EUR rate | 5.00% | |
Effect on profit before tax | ||
Effect on pre-tax equity |
Financial Instruments (Detail_6
Financial Instruments (Details) - Schedule of financial liabilities based upon contractual undiscounted payments - GBP (£) £ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Financial Instruments (Details) - Schedule of financial liabilities based upon contractual undiscounted payments [Line Items] | |||
Bank loans | £ 1,610 | ||
Stocking loans | 177,979 | £ 86,709 | £ 32,477 |
Subscription facilities | 77,952 | ||
Lease liabilities | 100,215 | 53,898 | 6,372 |
Mortgages | 2,253 | 3,615 | |
Trade payables | 29,224 | 12,668 | 1,867 |
Total | 389,233 | 156,890 | 40,716 |
Less than one year [Member] | |||
Financial Instruments (Details) - Schedule of financial liabilities based upon contractual undiscounted payments [Line Items] | |||
Bank loans | 741 | ||
Stocking loans | 169,170 | 86,709 | 32,477 |
Subscription facilities | 12,155 | ||
Lease liabilities | 18,917 | 7,603 | 1,429 |
Mortgages | 600 | 1,385 | |
Trade payables | 29,224 | 12,668 | 1,867 |
Total | 230,807 | 108,365 | 35,773 |
1 to 5 years [Member] | |||
Financial Instruments (Details) - Schedule of financial liabilities based upon contractual undiscounted payments [Line Items] | |||
Bank loans | 869 | ||
Stocking loans | 8,809 | ||
Subscription facilities | 65,797 | ||
Lease liabilities | 46,772 | 25,243 | 4,943 |
Mortgages | 1,653 | 2,230 | |
Trade payables | |||
Total | 123,900 | 27,473 | 4,943 |
Over 5 years [Member] | |||
Financial Instruments (Details) - Schedule of financial liabilities based upon contractual undiscounted payments [Line Items] | |||
Stocking loans | |||
Lease liabilities | 34,526 | 21,052 | |
Mortgages | |||
Trade payables | |||
Total | £ 34,526 | £ 21,052 |
Financial Instruments (Detail_7
Financial Instruments (Details) - Schedule of changes in liabilities arising from financial activities - GBP (£) £ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Financial Instruments (Details) - Schedule of changes in liabilities arising from financial activities [Line Items] | ||
Beginning balance | £ 138,251 | £ 38,345 |
Ending balance | 381,745 | 138,251 |
New leases | 26,228 | 19,850 |
Acquisition of subsidiaries | 64,264 | 65,779 |
Issue of debt | 773,038 | 216,444 |
Repayment | (654,531) | (202,819) |
Terminations | (2,969) | |
Interest on lease liabilities | 1,338 | 652 |
Warrants issued and exercised | 62,695 | |
Fair value movements | (26,569) | |
Bank loans [Member] | ||
Financial Instruments (Details) - Schedule of changes in liabilities arising from financial activities [Line Items] | ||
Beginning balance | ||
Ending balance | 1,450 | |
New leases | ||
Acquisition of subsidiaries | 1,468 | |
Issue of debt | 30 | |
Repayment | (48) | |
Terminations | ||
Interest on lease liabilities | ||
Warrants issued and exercised | ||
Fair value movements | ||
Stocking loans [Member] | ||
Financial Instruments (Details) - Schedule of changes in liabilities arising from financial activities [Line Items] | ||
Beginning balance | 86,709 | 32,477 |
Ending balance | 177,979 | 86,709 |
New leases | ||
Acquisition of subsidiaries | 33,870 | |
Issue of debt | 665,325 | 216,444 |
Repayment | (574,055) | (196,082) |
Terminations | ||
Interest on lease liabilities | ||
Warrants issued and exercised | ||
Fair value movements | ||
Subscription facilities [Member] | ||
Financial Instruments (Details) - Schedule of changes in liabilities arising from financial activities [Line Items] | ||
Beginning balance | ||
Ending balance | 67,175 | |
New leases | ||
Acquisition of subsidiaries | 19,878 | |
Issue of debt | 107,683 | |
Repayment | (60,386) | |
Terminations | ||
Interest on lease liabilities | ||
Warrants issued and exercised | ||
Fair value movements | ||
Lease liabilities [Member] | ||
Financial Instruments (Details) - Schedule of changes in liabilities arising from financial activities [Line Items] | ||
Beginning balance | 48,048 | 5,868 |
Ending balance | 90,400 | 48,048 |
New leases | 26,228 | 19,850 |
Acquisition of subsidiaries | 36,352 | 27,972 |
Issue of debt | ||
Repayment | (18,597) | (6,294) |
Terminations | (2,969) | |
Interest on lease liabilities | 1,338 | 652 |
Warrants issued and exercised | ||
Fair value movements | ||
Mortgages [Member] | ||
Financial Instruments (Details) - Schedule of changes in liabilities arising from financial activities [Line Items] | ||
Beginning balance | 3,494 | |
Ending balance | 2,049 | 3,494 |
New leases | ||
Acquisition of subsidiaries | 3,937 | |
Issue of debt | ||
Repayment | (1,445) | (443) |
Terminations | ||
Interest on lease liabilities | ||
Warrants issued and exercised | ||
Fair value movements | ||
Warrants [Member] | ||
Financial Instruments (Details) - Schedule of changes in liabilities arising from financial activities [Line Items] | ||
Beginning balance | ||
Ending balance | 42,692 | |
New leases | ||
Acquisition of subsidiaries | 6,566 | |
Issue of debt | ||
Repayment | ||
Terminations | ||
Interest on lease liabilities | ||
Warrants issued and exercised | 62,695 | |
Fair value movements | £ (26,569) |
Financial Instruments (Detail_8
Financial Instruments (Details) - Schedule of stocking loans are used specifically by the group to finance the purchase of inventory - GBP (£) £ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Schedule of stocking loans are used specifically by the group to finance the purchase of inventory [Abstract] | ||||
Inventory | £ 364,585 | £ 114,694 | £ 42,970 | |
Stocking loans | (177,979) | (86,709) | (32,477) | |
Net inventory | 186,606 | 27,985 | 10,493 | |
Cash and cash equivalents | £ 192,629 | £ 243,524 | £ 34,539 | £ 26,366 |
Group Information (Details) - S
Group Information (Details) - Schedule of consolidated financial statements | 12 Months Ended |
Dec. 31, 2021 | |
Cazoo Holdings Limited [Member] | |
Group Information (Details) - Schedule of consolidated financial statements [Line Items] | |
Country of incorporation | United Kingdom |
Principal activities | Activities of other holding companies |
Equity interest | 100.00% |
Cazoo Limited [Member] | |
Group Information (Details) - Schedule of consolidated financial statements [Line Items] | |
Country of incorporation | United Kingdom |
Principal activities | Sale of motor vehicles |
Equity interest | 100.00% |
Cazoo Properties Limited [Member] | |
Group Information (Details) - Schedule of consolidated financial statements [Line Items] | |
Country of incorporation | United Kingdom |
Principal activities | Activities of other holding companies |
Equity interest | 100.00% |
Imperial Car Supermarkets Limited [Member] | |
Group Information (Details) - Schedule of consolidated financial statements [Line Items] | |
Country of incorporation | United Kingdom |
Principal activities | Sale of motor vehicles |
Equity interest | 100.00% |
Imperial Cars of Swanwick Limited [Member] | |
Group Information (Details) - Schedule of consolidated financial statements [Line Items] | |
Country of incorporation | United Kingdom |
Principal activities | Sale of motor vehicles |
Equity interest | 100.00% |
Carsaz Limited [Member] | |
Group Information (Details) - Schedule of consolidated financial statements [Line Items] | |
Country of incorporation | United Kingdom |
Principal activities | Sale of motor vehicles |
Equity interest | 100.00% |
Cazoo Subscription Services Limited (previously Drover Limited) [Member] | |
Group Information (Details) - Schedule of consolidated financial statements [Line Items] | |
Country of incorporation | United Kingdom |
Principal activities | Renting and leasing of motor vehicles |
Equity interest | 100.00% |
Fantastic Cars Limited [Member] | |
Group Information (Details) - Schedule of consolidated financial statements [Line Items] | |
Country of incorporation | United Kingdom |
Principal activities | Renting and leasing of motor vehicles |
Equity interest | 100.00% |
CZO Data Services, Unipessoal, Lda (previously Drover Technologies Lda) [Member] | |
Group Information (Details) - Schedule of consolidated financial statements [Line Items] | |
Country of incorporation | Portugal |
Principal activities | Other business support service activities not elsewhere classified |
Equity interest | 100.00% |
CSS Mobility France SaS (previously Drover France SaS) [Member] | |
Group Information (Details) - Schedule of consolidated financial statements [Line Items] | |
Country of incorporation | France |
Principal activities | Renting and leasing of motor vehicles |
Equity interest | 100.00% |
Cazoo Trading France SaS [Member] | |
Group Information (Details) - Schedule of consolidated financial statements [Line Items] | |
Country of incorporation | France |
Principal activities | Sale of motor vehicles |
Equity interest | 100.00% |
Cazoo Properties France SaS [Member] | |
Group Information (Details) - Schedule of consolidated financial statements [Line Items] | |
Country of incorporation | France |
Principal activities | Activities of other holding companies |
Equity interest | 100.00% |
Cazoo Wholesale Services Limited (previously Smart Fleet Solutions Limited) [Member] | |
Group Information (Details) - Schedule of consolidated financial statements [Line Items] | |
Country of incorporation | United Kingdom |
Principal activities | Maintenance and repair of motor vehicles |
Equity interest | 100.00% |
Cluno GmbH [Member] | |
Group Information (Details) - Schedule of consolidated financial statements [Line Items] | |
Country of incorporation | Germany |
Principal activities | Renting and leasing of motor vehicles |
Equity interest | 100.00% |
Cluno Fintech 1 GmbH [Member] | |
Group Information (Details) - Schedule of consolidated financial statements [Line Items] | |
Country of incorporation | Germany |
Principal activities | Acquisition, leasing and financing of motor vehicles |
Equity interest | 100.00% |
Cluno Fintech 2 GmbH [Member] | |
Group Information (Details) - Schedule of consolidated financial statements [Line Items] | |
Country of incorporation | Germany |
Principal activities | Acquisition, leasing and financing of motor vehicles |
Equity interest | 100.00% |
Cazoo Trading Germany GmbH [Member] | |
Group Information (Details) - Schedule of consolidated financial statements [Line Items] | |
Country of incorporation | Germany |
Principal activities | Sale and rental of motor vehicles and related intermediation activities |
Equity interest | 100.00% |
Cazoo Properties Germany GmbH [Member] | |
Group Information (Details) - Schedule of consolidated financial statements [Line Items] | |
Country of incorporation | Germany |
Principal activities | Activities of other holding companies |
Equity interest | 100.00% |
CSS Mobility Germany GmbH & Co. KG [Member] | |
Group Information (Details) - Schedule of consolidated financial statements [Line Items] | |
Country of incorporation | Germany |
Principal activities | Rental of motor vehicles and related intermediation activities |
Equity interest | 100.00% |
Cazoo Data Services Limited (previously UK Vehicle Limited) | |
Group Information (Details) - Schedule of consolidated financial statements [Line Items] | |
Country of incorporation | United Kingdom |
Principal activities | Other business support service activities not elsewhere classified |
Equity interest | 100.00% |
Project Chicago Newco Limited [Member] | |
Group Information (Details) - Schedule of consolidated financial statements [Line Items] | |
Country of incorporation | United Kingdom |
Principal activities | Non-trading company |
Equity interest | 100.00% |
Arctos Holdings Limited [Member] | |
Group Information (Details) - Schedule of consolidated financial statements [Line Items] | |
Country of incorporation | United Kingdom |
Principal activities | Activities of other holding companies |
Equity interest | 100.00% |
Moorgate House (Newco) Limited [Member] | |
Group Information (Details) - Schedule of consolidated financial statements [Line Items] | |
Country of incorporation | United Kingdom |
Principal activities | Dormant company |
Equity interest | 100.00% |
GBJ Developments Limited [Member] | |
Group Information (Details) - Schedule of consolidated financial statements [Line Items] | |
Country of incorporation | United Kingdom |
Principal activities | Non-trading company |
Equity interest | 100.00% |
CD Auction Group Limited [Member] | |
Group Information (Details) - Schedule of consolidated financial statements [Line Items] | |
Country of incorporation | United Kingdom |
Principal activities | Sale of motor vehicles |
Equity interest | 100.00% |
Cazoo Support Services Limited (previously Hudson Kapel Limited) [Member] | |
Group Information (Details) - Schedule of consolidated financial statements [Line Items] | |
Country of incorporation | United Kingdom |
Principal activities | Maintenance and repair of motor vehicles |
Equity interest | 100.00% |
Ensco 1109 Limited [Member] | |
Group Information (Details) - Schedule of consolidated financial statements [Line Items] | |
Country of incorporation | United Kingdom |
Principal activities | Activities of other holding companies |
Equity interest | 100.00% |
SMH Fleet Solutions Limited [Member] | |
Group Information (Details) - Schedule of consolidated financial statements [Line Items] | |
Country of incorporation | United Kingdom |
Principal activities | Renting and leasing of motor vehicles |
Equity interest | 100.00% |
Swipcar 2017, S.L. [Member] | |
Group Information (Details) - Schedule of consolidated financial statements [Line Items] | |
Country of incorporation | Spain |
Principal activities | Sale and rental of motor vehicles and related intermediation activities |
Equity interest | 100.00% |
Swipcar 2017 SL [Member] | |
Group Information (Details) - Schedule of consolidated financial statements [Line Items] | |
Country of incorporation | France |
Principal activities | Sale and rental of motor vehicles and related intermediation activities |
Equity interest | 100.00% |
Cazoo Trading Italy SARL [Member] | |
Group Information (Details) - Schedule of consolidated financial statements [Line Items] | |
Country of incorporation | Italy |
Principal activities | Sale of motor vehicles |
Equity interest | 100.00% |
Cazoo Trading Spain, S.L [Member] | |
Group Information (Details) - Schedule of consolidated financial statements [Line Items] | |
Country of incorporation | Spain |
Principal activities | Sale of motor vehicles |
Equity interest | 100.00% |
Cazoo Properties Spain, S.L [Member] | |
Group Information (Details) - Schedule of consolidated financial statements [Line Items] | |
Country of incorporation | Spain |
Principal activities | Activities of other holding companies |
Equity interest | 100.00% |
Vans 365 Limited [Member] | |
Group Information (Details) - Schedule of consolidated financial statements [Line Items] | |
Country of incorporation | United Kingdom |
Principal activities | Sale of vans |
Equity interest | 100.00% |
Share Based Payments (Details)
Share Based Payments (Details) £ in Millions | 12 Months Ended |
Dec. 31, 2021GBP (£)shares | |
Share Based Payments (Details) [Line Items] | |
Options vest in instalments | 4 years |
Share based expiry years | 10 years |
Stock exercised | 34,690 |
Cash at value (in Pounds) | £ 0.4 |
Fair value of recognized (in Pounds) | £ 1.1 |
Options vest in instalments | 4 years |
Options vest in instalments | 10 years |
Unapproved Options [Memebr] | |
Share Based Payments (Details) [Line Items] | |
Cash at value (in Pounds) | £ 0.4 |
Vested exercised (in Shares) | shares | 44,114 |
Share Based Payments (Details)
Share Based Payments (Details) - Schedule of recognized a share based charge - GBP (£) £ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule of recognized a share based charge [Abstract] | |||
EMI prior to the Transaction | £ 73 | £ 182 | £ 152 |
Unapproved prior to the Transaction | 29,096 | 3,577 | 47 |
Modification at the Transaction | 1,103 | ||
Incentive Equity Plan after the Transaction | 13,599 | ||
Total | £ 43,871 | £ 3,759 | £ 199 |
Share Based Payments (Details_2
Share Based Payments (Details) - Schedule of options were granted - shares | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | ||
Share Based Payments (Details) - Schedule of options were granted [Line Items] | ||||
Number | 26,407,764 | 6,799,185 | 9,182,000 | |
Unapproved One [Member] | ||||
Share Based Payments (Details) - Schedule of options were granted [Line Items] | ||||
Number | 469,000 | |||
Grant date | 01/01/2021 | |||
Expiry date | 01/01/2031 | |||
Unapproved Two [Member] | ||||
Share Based Payments (Details) - Schedule of options were granted [Line Items] | ||||
Number | 2,023,516 | |||
Grant date | 01/04/2021 | |||
Expiry date | 01/04/2031 | |||
Incentive Equity Plan [Member] | ||||
Share Based Payments (Details) - Schedule of options were granted [Line Items] | ||||
Number | [1] | 23,915,248 | ||
Grant date | [1] | 01/10/2021 | ||
Expiry date | [1] | 01/10/2031 | ||
Unapproved Three [Member] | ||||
Share Based Payments (Details) - Schedule of options were granted [Line Items] | ||||
Number | 1,566,584 | |||
Grant date | 01/01/2020 | |||
Expiry date | 01/01/2030 | |||
Unapproved Four [Member] | ||||
Share Based Payments (Details) - Schedule of options were granted [Line Items] | ||||
Number | 1,422,500 | |||
Grant date | 01/04/2020 | |||
Expiry date | 01/04/2030 | |||
Unapproved five [Member] | ||||
Share Based Payments (Details) - Schedule of options were granted [Line Items] | ||||
Number | 2,215,381 | |||
Grant date | 01/07/2020 | |||
Expiry date | 01/07/2030 | |||
Unapproved six [Member] | ||||
Share Based Payments (Details) - Schedule of options were granted [Line Items] | ||||
Number | 1,594,720 | |||
Grant date | 01/10/2020 | |||
Expiry date | 01/10/2030 | |||
Unapproved seven [Member] | ||||
Share Based Payments (Details) - Schedule of options were granted [Line Items] | ||||
Number | 2,079,500 | |||
Grant date | 01/06/2019 | |||
Expiry date | 31/05/2029 | |||
EMI [Member] | ||||
Share Based Payments (Details) - Schedule of options were granted [Line Items] | ||||
Number | 7,102,500 | |||
Grant date | 01/10/2019 | |||
Expiry date | 30/09/2029 | |||
[1] | The number of share options granted after the Transaction is based on the number of shares in Cazoo Group Ltd, therefore it is not on a like-for-like basis to the number of options granted in Cazoo Holdings prior to the Transaction. |
Share Based Payments (Details_3
Share Based Payments (Details) - Schedule of reconciles the share options outstanding - shares | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | ||
Schedule of reconciles the share options outstanding [Abstract] | |||
Beginning balance, EMI Number of options | 4,683,683 | 7,087,500 | |
Beginning balance, Unapproved Number of options | 8,121,393 | 2,059,500 | |
Beginning balance, Incentive Equity Plan | 74,262,739 | ||
EMI Number of options, Granted during the year | |||
Unapproved Number of options, Granted during the year | 6,799,185 | ||
Incentive Equity Plan, Granted during the year | |||
EMI Number of options, Exercised during the year | (1,353,817) | ||
Unapproved Number of options, Exercised during the year | |||
Incentive Equity Plan, Exercised during the year | |||
EMI Number of options, Forfeited during the year | (1,050,000) | ||
Unapproved Number of options, Forfeited during the year | (737,292) | ||
Incentive Equity Plan, Forfeited during the year | |||
Ending balance, EMI Number of options | 4,683,683 | ||
Ending balance, Unapproved Number of options | 8,121,393 | ||
Ending balance, Incentive Equity Plan Number of options | 74,262,739 | ||
EMI Number of options, Granted prior to the Transaction | |||
Unapproved Number of options, Granted prior to the Transaction | 2,492,516 | ||
Incentive Equity Plan Number of options, Granted prior to the Transaction | |||
EMI Number of options, Forfeited prior to the Transaction | (66,413) | ||
Unapproved Number of options, Forfeited prior to the Transaction | (579,713) | ||
Incentive Equity Plan Number of options, Forfeited prior to the Transaction | |||
EMI Number of options, Cash settled at the Transaction | (34,690) | ||
Unapproved Number of options, Cash settled at the Transaction | (44,114) | ||
Incentive Equity Plan Number of options, Cash settled at the Transaction | |||
EMI Number of options, Replacements at the Transaction | [1] | (4,582,580) | |
Unapproved Number of options, Replacements at the Transaction | [1] | (9,990,082) | |
Incentive Equity Plan Number of options, Replacements at the Transaction | [1] | 50,347,491 | |
EMI Number of options, Granted after the Transaction | |||
Unapproved Number of options, Granted after the Transaction | |||
Incentive Equity Plan Number of options Granted after the Transaction | 23,915,248 | ||
[1] | The replacement options granted at the Transaction reflect the exchange ratio established in the Business Combination Agreement. Refer to Note 1 for further details. |
Share Based Payments (Details_4
Share Based Payments (Details) - Schedule of relevant in the determination of fair value of the employee share options granted - £ / shares | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | ||
Unapproved Monte-Carlo [Member] | ||||
Share Based Payments (Details) - Schedule of relevant in the determination of fair value of the employee share options granted [Line Items] | ||||
Valuation method | Monte-Carlo | |||
Exercise price (in Pounds per share) | ||||
Expected volatility | 50.00% | |||
Dividend yield | ||||
Risk free interest rate | 0.00% | |||
Unapproved Monte-Carlo [Member] | Minimum [Member] | ||||
Share Based Payments (Details) - Schedule of relevant in the determination of fair value of the employee share options granted [Line Items] | ||||
Fair value per share (in Pounds per share) | £ 8.27 | |||
Unapproved Monte-Carlo [Member] | Maximum [Member] | ||||
Share Based Payments (Details) - Schedule of relevant in the determination of fair value of the employee share options granted [Line Items] | ||||
Fair value per share (in Pounds per share) | £ 23.74 | |||
Incentive Equity Plan [Member] | ||||
Share Based Payments (Details) - Schedule of relevant in the determination of fair value of the employee share options granted [Line Items] | ||||
Valuation method | [1] | |||
Exercise price (in Pounds per share) | ||||
Expected volatility | ||||
Dividend yield | ||||
Risk free interest rate | ||||
Fair value per share (in Pounds per share) | £ 5.33 | |||
Incentive Equity Plan – Executive Directors [Member] | ||||
Share Based Payments (Details) - Schedule of relevant in the determination of fair value of the employee share options granted [Line Items] | ||||
Valuation method | Monte-Carlo | |||
Exercise price (in Pounds per share) | ||||
Expected volatility | 53.00% | |||
Dividend yield | ||||
Risk free interest rate | 1.15% | |||
Fair value per share (in Pounds per share) | £ 2.93 | |||
Unapproved Black-Scholes [Member] | ||||
Share Based Payments (Details) - Schedule of relevant in the determination of fair value of the employee share options granted [Line Items] | ||||
Valuation method | Black-Scholes | |||
Exercise price (in Pounds per share) | ||||
Expected volatility | 62.00% | |||
Dividend yield | ||||
Risk free interest rate | 0.75% | |||
Fair value per share (in Pounds per share) | £ 0.17 | |||
Unapproved Black-Scholes [Member] | Minimum [Member] | ||||
Share Based Payments (Details) - Schedule of relevant in the determination of fair value of the employee share options granted [Line Items] | ||||
Valuation method | Black-Scholes | |||
Exercise price (in Pounds per share) | ||||
Expected volatility | 46.00% | |||
Dividend yield | ||||
Risk free interest rate | 0.00% | |||
Fair value per share (in Pounds per share) | £ 0.72 | |||
Unapproved Black-Scholes [Member] | Maximum [Member] | ||||
Share Based Payments (Details) - Schedule of relevant in the determination of fair value of the employee share options granted [Line Items] | ||||
Valuation method | Black-Scholes | |||
Exercise price (in Pounds per share) | ||||
Expected volatility | 46.00% | |||
Dividend yield | ||||
Risk free interest rate | 0.00% | |||
Fair value per share (in Pounds per share) | £ 4.47 | |||
EMI [Member] | ||||
Share Based Payments (Details) - Schedule of relevant in the determination of fair value of the employee share options granted [Line Items] | ||||
Valuation method | Black-Scholes | |||
Exercise price (in Pounds per share) | £ 0.1 | |||
Expected volatility | 66.00% | |||
Dividend yield | ||||
Risk free interest rate | 0.80% | |||
Fair value per share (in Pounds per share) | £ 0.17 | |||
[1] | Considering that the Incentive Equity Plan awards vest over time without any further restrictions, the fair value is equal to the Company’s closing stock price as of the grant date. |
Cash and Cash Equivalents (Deta
Cash and Cash Equivalents (Details) - Schedule of cash and cash equivalents - GBP (£) £ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Schedule of cash and cash equivalents [Abstract] | |||
Cash at bank available on demand | £ 181,818 | £ 52,742 | £ 19,508 |
Cash held in short-term deposit accounts | 10,811 | 190,782 | 15,031 |
Cash and cash equivalents in the statement of financial position | 192,629 | 243,524 | 34,539 |
Cash and cash equivalents in the statement of cash flows | £ 192,629 | £ 243,524 | £ 34,539 |
Events after the Reporting Da_2
Events after the Reporting Date (Details) $ / shares in Units, € in Millions, £ in Millions | 1 Months Ended | 12 Months Ended | |||
Mar. 28, 2022EUR (€) | Mar. 22, 2022GBP (£) | Feb. 16, 2022USD ($) | Jan. 31, 2022 | Dec. 31, 2021USD ($)$ / shares | |
Events after the Reporting Date (Details) [Line Items] | |||||
Acquisition of brumbrum | the Group acquired brumbrum for €80 million in a mix of cash and Cazoo shares. Founded in 2016, brumbrum was based in Milan and grew to a team of over 180 staff, including at its 40,000 square meter vehicle preparation center in Reggio Emilia, which has the potential to recondition over 15,000 cars annually. The business offered hundreds of vehicles for sale, finance or subscription for delivery across Italy. | ||||
Issuance of convertible (in Dollars) | $ | $ 630,000,000 | ||||
Convertible of percentage | 2.00% | 50.00% | |||
Conversion price percentage | 150.00% | ||||
Principal amount (in Dollars) | $ | $ 1,000 | ||||
Conversion price per share (in Dollars per share) | $ / shares | $ 5 | ||||
Weighted average price per share (in Dollars per share) | $ / shares | $ 6.75 | ||||
Subsequent Event [Member] | |||||
Events after the Reporting Date (Details) [Line Items] | |||||
Existing lender amount (in Pounds) | £ | £ 25 | ||||
Asset-based securitization (in Euro) | € | € 50 | ||||
Issuance of convertible senior notes [Member] | |||||
Events after the Reporting Date (Details) [Line Items] | |||||
Convertible of percentage | 2.00% | ||||
Convertible Notes [Member] | |||||
Events after the Reporting Date (Details) [Line Items] | |||||
Convertible of percentage | 100.00% | ||||
Convertible Notes Prior to February 16, 2025 [Member] | |||||
Events after the Reporting Date (Details) [Line Items] | |||||
Convertible of percentage | 15.00% |
Related Party Transactions (Det
Related Party Transactions (Details) - GBP (£) | Dec. 31, 2020 | Dec. 31, 2019 |
Disclosure of related party [text block] [Abstract] | ||
Related party transaction |
Related Party Transactions (D_2
Related Party Transactions (Details) - Schedule of amounts recognized as an expense during the year related to key management personnel - GBP (£) £ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule of amounts recognized as an expense during the year related to key management personnel [Abstract] | |||
Short-term employee benefits | £ 826 | £ 631 | £ 470 |
Post-employment pension benefits | 50 | 23 | 16 |
Share-based payment transactions | 14,926 | ||
Total compensation paid to key management personnel | £ 15,802 | £ 654 | £ 486 |