Document And Entity Information
Document And Entity Information | 6 Months Ended |
Jun. 30, 2022 | |
Document Information Line Items | |
Entity Registrant Name | Cazoo Group Ltd |
Document Type | 6-K |
Current Fiscal Year End Date | --12-31 |
Amendment Flag | false |
Entity Central Index Key | 0001859639 |
Document Period End Date | Jun. 30, 2022 |
Document Fiscal Year Focus | 2022 |
Document Fiscal Period Focus | Q2 |
Unaudited Condensed Consolidate
Unaudited Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income - GBP (£) £ in Thousands | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | ||
Profit or loss [abstract] | |||
Revenue | [1],[2] | £ 627,868 | £ 248,209 |
Cost of sales | (624,623) | (236,850) | |
Gross profit | 3,245 | 11,359 | |
Marketing expenses | (45,189) | (29,355) | |
Selling and distribution expenses | (56,869) | (20,389) | |
Administrative expenses | (288,448) | (69,427) | |
Loss from operations | (387,261) | (107,812) | |
Finance income | 571 | 166 | |
Finance expense | (22,606) | (1,793) | |
Other income and expenses | [3] | 157,973 | |
Loss before tax | (251,323) | (109,439) | |
Tax credit | 9,865 | 7,326 | |
Loss for the period | (241,458) | (102,113) | |
Other comprehensive income | |||
Exchange differences on translation of foreign operations | 4,031 | 76 | |
Total comprehensive loss for the period | £ (237,427) | £ (102,037) | |
Earnings per share: | |||
Basic loss per ordinary share (in Pounds per share) | [4] | £ (0.32) | £ (0.19) |
Diluted loss per ordinary share (in Pounds per share) | [4] | £ (0.32) | £ (0.19) |
[1] Revenue excludes £6.0 million of sales where Cazoo sold vehicles as an agent for third parties and only the net commission received from those sales is recorded within revenue (six months ended June 30, 2021: £7.5 million). The 2021 comparatives are based on the operations of Cazoo Holdings (as defined below) prior to the Transaction (as defined below). The unaudited condensed consolidated interim 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. Refer to Note 1 for further details. Other income and expenses includes fair value movement in warrants and embedded derivative and foreign exchange movements. Loss per share for the comparative period reflects Cazoo Holdings historical weighted average number of ordinary shares outstanding multiplied by the exchange ratio established in the Business Combination Agreement (as defined below). The computation of diluted loss per ordinary share excludes the effect of share options, warrants and convertible notes because the inclusion of these would be anti-dilutive. |
Unaudited Condensed Consolida_2
Unaudited Condensed Consolidated Statement of Financial Position - GBP (£) £ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 | ||
Non-current assets | ||||
Property, plant and equipment | [1] | £ 240,404 | £ 180,955 | |
Right-of-use assets | [2] | 122,238 | 92,254 | |
Intangible assets and goodwill | 195,357 | 261,514 | ||
Trade and other receivables | 10,042 | 9,968 | ||
Non-current assets | 568,041 | 544,691 | ||
Current assets | ||||
Inventory | 374,462 | 364,585 | ||
Trade and other receivables | 106,848 | 77,884 | ||
Cash and cash equivalents | 401,198 | 192,629 | ||
Current assets | 882,508 | 635,098 | ||
Total assets | 1,450,549 | 1,179,789 | ||
Current liabilities | ||||
Trade and other payables | 140,155 | 79,284 | ||
Loans and borrowings | 221,746 | 180,540 | ||
Convertible notes and embedded derivative | 1,299 | |||
Lease liabilities | 22,437 | 18,826 | ||
Provisions | 6,432 | |||
Current liabilities | 392,069 | 278,650 | ||
Non-current liabilities | ||||
Loans and borrowings | 62,814 | 68,113 | ||
Convertible notes and embedded derivative | 358,361 | |||
Warrants | 5,675 | 42,692 | ||
Lease liabilities | 98,522 | 71,574 | ||
Provisions | 9,484 | 7,985 | ||
Deferred tax | 147 | 86 | ||
Non-current liabilities | 535,003 | 190,450 | ||
Total liabilities | 927,072 | 469,100 | ||
Net assets | 523,477 | 710,689 | ||
Share capital | 55 | 55 | ||
Share premium | 925,637 | 902,586 | ||
Merger reserve | 420,834 | 420,834 | ||
Retained earnings | (825,503) | (611,209) | ||
Foreign currency translation reserve | 2,454 | (1,577) | ||
Total equity | £ 523,477 | £ 710,689 | [3] | |
[1] Property, plant and equipment includes £155.5 million of subscription vehicles (December 31, 2021: £99.6 million). Right-of use-assets includes £12.4 million of subscription vehicles (December 31, 2021: £4.5 million). The 2021 comparatives are based on the operations of Cazoo Holdings prior to the Transaction. The unaudited condensed consolidated interim 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. Refer to Note 1 for further details. |
Unaudited Condensed Consolida_3
Unaudited Condensed Consolidated Statement of Changes in Equity - GBP (£) £ in Thousands | Share capital | Share premium | Merger reserve | Retained earnings | Foreign currency translation reserve | Total | |
Beginning balance at Dec. 31, 2020 | [1] | £ 266,120 | £ 181,250 | £ (116,872) | £ 330,498 | ||
Comprehensive loss for the period | |||||||
Loss for the period | (102,113) | (102,113) | |||||
Other comprehensive income | 76 | 76 | |||||
Total comprehensive loss | (102,113) | 76 | (102,037) | ||||
Contributions by and distributions to owners | |||||||
Acquisition of subsidiaries | [2] | 65,348 | 65,348 | ||||
Share-based payments | 12,505 | 12,505 | |||||
Ending balance at Jun. 30, 2021 | 266,120 | 246,598 | (206,480) | 76 | 306,314 | ||
Beginning balance at Dec. 31, 2021 | [1] | 55 | 902,586 | 420,834 | (611,209) | (1,577) | 710,689 |
Comprehensive loss for the period | |||||||
Loss for the period | (241,458) | (241,458) | |||||
Other comprehensive income | 4,031 | 4,031 | |||||
Total comprehensive loss | (241,458) | 4,031 | (237,427) | ||||
Contributions by and distributions to owners | |||||||
Acquisition of subsidiaries | 23,051 | 23,051 | |||||
Share-based payments | 34,590 | 34,590 | |||||
Taxation recognized directly in equity | (7,426) | (7,426) | |||||
Ending balance at Jun. 30, 2022 | £ 55 | £ 925,637 | £ 420,834 | £ (825,503) | £ 2,454 | £ 523,477 | |
[1] The 2021 comparatives are based on the operations of Cazoo Holdings prior to the Transaction. The unaudited condensed consolidated interim 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. Refer to Note 1 for further details. 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 Limited, Smart Fleet Solutions Limited and Cluno GmbH should be credited to the merger reserve in equity. |
Unaudited Condensed Consolida_4
Unaudited Condensed Consolidated Statement of Cash Flows - GBP (£) £ in Thousands | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | ||
Cash flows from operating activities1 | |||
Loss for the period | [1] | £ (241,458) | £ (102,113) |
Adjustments for: | |||
Depreciation of property, plant and equipment and right-of-use assets | 26,552 | 10,531 | |
Amortization and impairment of intangible assets | 142,146 | 4,618 | |
Finance income | (571) | (166) | |
Finance expense | 22,606 | 1,793 | |
Share-based payment expense | 35,096 | 12,688 | |
Fair value movement in warrants and embedded derivative and foreign exchange movements | (157,973) | ||
Tax credit | (9,865) | (7,326) | |
Adjustments to reconcile profit (loss) | (183,467) | (79,975) | |
Movements in working capital: | |||
(Increase)/decrease in trade and other receivables | (20,988) | 8,508 | |
Increase in inventory | (8,125) | (12,294) | |
Increase in subscription vehicles | (62,001) | ||
Increase in trade and other payables | 54,353 | 28,106 | |
Increase in provisions | 5,679 | ||
Total working capital movements | (31,082) | 24,320 | |
Other cash flows from operating activities: | |||
Interest received | 571 | 166 | |
Net cash used in operating activities | (213,978) | (55,489) | |
Cash flows from investing activities | |||
Purchases of property, plant and equipment | (18,677) | (34,685) | |
Purchases and development of intangible fixed assets | (14,973) | (4,810) | |
Acquisition of subsidiaries, net of cash acquired | (34,121) | (79,695) | |
Proceeds from sale and leasebacks | 12,686 | ||
Proceeds from lease modifications | 5,520 | ||
Net cash used in investing activities | (49,565) | (119,190) | |
Cash flows from financing activities | |||
Net proceeds from convertible notes | 460,021 | ||
Proceeds from stocking loans | 600,557 | 217,399 | |
Repayment of stocking loans | (569,116) | (218,520) | |
Proceeds from subscription facilities | 33,035 | ||
Repayment of subscription facilities | (35,430) | ||
Repayment of bank loans and mortgages | (3,334) | (1,070) | |
Interest paid on loans and borrowings | (7,518) | (1,711) | |
Lease payments | (14,294) | (4,596) | |
Excess proceeds above fair value from sale and leasebacks | 1,086 | ||
Net cash generated from/(used in) financing activities | 465,007 | (8,498) | |
Net increase/(decrease) in cash and cash equivalents | 201,464 | (183,177) | |
Cash and cash equivalents at the beginning of the period | 192,629 | 243,524 | |
Net foreign exchange difference | 7,105 | ||
Cash and cash equivalents at the end of the period | £ 401,198 | £ 60,347 | |
[1] The 2021 comparatives are based on the operations of Cazoo Holdings prior to the Transaction. The unaudited condensed consolidated interim 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. Refer to Note 1 for further details. |
Reporting Entity
Reporting Entity | 6 Months Ended |
Jun. 30, 2022 | |
Disclosure of Reporting Entity [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 unaudited condensed consolidated interim 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, a private limited company organized under the law of England and Wales (“Cazoo Holdings”) 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, a Cayman Islands exempted company (“Ajax”), Cazoo Holdings and Capri Listco, a Cayman Islands exempted company (“Listco”), entered into the Business Combination Agreement (the “Business Combination Agreement”), as amended by the First Amendment thereto, dated as of May 14, 2021 which, among other things, provided that (i) Ajax would merge with and into the Company, with the Company continuing as the surviving company, (ii) the Company would acquire all of the issued and outstanding shares of Cazoo Holdings via exchange for a combination of shares of the Company and cash consideration and (iii) the Company would become tax resident in the UK following the consummation of the Transaction. 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 Class A ordinary shares, par value $0.0001 per share (the “Class A Shares”) and warrants of Cazoo Group Ltd became listed on the NYSE under the symbols “CZOO” and “CZOO WS,” respectively. The unaudited condensed consolidated interim 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 2021 comparatives are based on the operations of Cazoo Holdings prior to the Transaction. |
Basis of Preparation
Basis of Preparation | 6 Months Ended |
Jun. 30, 2022 | |
Disclosure of basis of preparation of financial statements [text block] [Abstract] | |
Basis of preparation | 2. Basis of preparation The unaudited condensed consolidated interim financial statements for the six months ended June 30, 2022 have been prepared in accordance with Accounting Standard IAS 34 Interim Financial Reporting Except as described in 2.2. below, the accounting policies adopted in the preparation of the unaudited condensed consolidated interim financial statements are consistent with those followed in the preparation of the Group’s annual consolidated financial statements for the year ended December 31, 2021. 2.1 Going concern The unaudited condensed consolidated interim financial statements have been prepared on a going concern basis. The Board of Directors have approved an operating plan through to December 31, 2023 which combines continued top line growth with ongoing operational improvements which move the business towards breakeven, targeted in December 2023. This plan achieves those goals without the need for further fund raising and has a forecast cash balance of over £100 million at September 30, 2023, the date looked at from a going concern perspective. The operating plan includes the on-going exit of existing operations in Europe, which Management of the Group (“Management”) believes will result in cash savings of over £100 million by the end of 2023, compared to that incurred if the Group continued with its European businesses. Other actions to increase liquidity included in the plan are a prospective sale and leaseback of owned property and the continued financing of UK retail inventory. The Group had available cash in excess of £400 million at June 30, 2022, together with self-financed inventory of over £100 million. Given the stage of evolution of the Group, there are certain inherent uncertainties in forecasting operating performance. Therefore, in assessing the appropriateness of the going concern assumption, Management have assumed a combined downside scenario to the above base case, whereby the most sensitive assumptions have been flexed. These are limiting gross profit margin to 5%, increasing overhead costs by £1 million per month, and reducing the proceeds from the planned sale and leaseback transactions by 50%. In this scenario the going concern assumption is still appropriate as Management believes the Group would still have cash in excess of over £50 million at September 30, 2023 even before any mitigating actions were applied. Sales in 2021 increased by 187% year on year with a gross profit margin of 3.7%. In addition, the gross profit margin assumptions have been considered against peers and historical margins and are within the range of margins achieved. The majority of the Group’s future spend is not committed. In the event that further actions to manage liquidity were to be necessary, Management may seek to reduce discretionary marketing spend, capex and/or headcount, as well as pursuing various other options to reduce cash outflow which Management believes, in combination, could give rise to additional savings of approximately £60 million in the period from January 1 to September 30, 2023. In this scenario, Management’s strategic objectives are materially unchanged. Management have reverse stress tested gross margin and operating expenses as a percentage of sales as compared to the base case. In isolation, reductions of gross margin to 1% and an increase of operating expenses as a percentage of revenue to 24% would be required to eliminate cash at September 30, 2023. The Group utilizes stocking finance to support inventory purchasing. In the UK, the business works with five lenders and had total stocking facilities at June 30, 2022 with a maximum of £250 million of availability, of which £174 million was utilized. The stocking facilities have no fixed end date but are subject to annual review. Management believes that current levels of stocking remain appropriate to fund the business and that additional facilities will be available as the business continues to grow. There are no financial covenants attached to these facilities. Certain facilities have triggers to revise the terms if cash falls below a certain level. If facilities were reduced, Management could choose to cash finance inventory in the short-term or reduce overall levels of inventory held, both scenarios being under Management’s control and this has been modelled in one of the downside scenarios. The Group also has debt in the form of convertible notes which bear regular interest at a rate of 2.00% per year. 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 special interest, upon the occurrence of a Fundamental Change (as defined in the Indenture, dated February 16, 2022, between the Company and U.S. Bank Trust Company, National Association, as trustee (the “Indenture”)). The Board believes that the Group’s existing available cash, financing facilities and the approved operating plan are adequate to meet the Group’s forecasted cash requirements for the period to September 30, 2023. Therefore, the accompanying unaudited condensed consolidated interim financial statements have been prepared on a going concern basis. 2.2 New accounting policies 2.2.1 Convertible notes On February 16, 2022, the Company issued $630.0 million in aggregate principal amount of 2.00% Convertible Senior Notes due 2027 (equivalent to £460.0 million in net proceeds). The convertible notes are accounted for as a hybrid financial instrument comprising: (i) a liability for the principal and interest amount, and (ii) a single compound embedded derivative instrument for the conversion options and premium feature. The host contract is classified as a financial liability because there is an obligation to make fixed interest payments on a quarterly basis and there is an obligation to deliver cash to the holder on redemption of the convertible notes at the maturity date. The holder’s conversion option is not classified as equity as it does not meet the “fixed-for-fixed” criterion. This is because the Company’s contractual obligation, being denominated in a foreign currency (USD), represents a variable amount of cash on settlement. 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. If the convertible notes have not been converted, repurchased or redeemed at or prior to February 16, 2027, holders of the convertible notes will 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 the convertible notes upon a Fundamental Change. The convertible notes were not 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. Financial liability The financial liability was initially measured at fair value less transaction costs. The fair value of the liability was calculated as the residual transaction price after deducting the fair value of the embedded derivative. The financial liability is subsequently measured at amortized cost using the effective interest method. Interest expense is recognized within finance expense in the statement of profit or loss. The financial liability is translated from USD to GBP at the exchange rate at the reporting date in accordance with IAS 21, with the exchange rate difference recognized within other income and expenses in the statement of profit or loss. The capital element of the financial liability is presented as non-current as it is not due to be repaid until February 2027. However, the accrued interest as at June 30, 2022 is presented as current, as it will be settled within the next 12 months. Embedded derivative The compound embedded derivative for the conversion options and premium feature was initially measured at fair value. The embedded derivative is subsequently remeasured 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 of the embedded derivative is determined using a Monte-Carlo simulation to model the conversion, redemption and repayment premium features. The embedded derivative is translated from USD to GBP at the exchange rate at the reporting date in accordance with IAS 21, with the exchange rate difference recognized within other income and expenses in the statement of profit or loss. The embedded derivative is presented as non-current as the maturity exceeds twelve months from the reporting date and the Company intends to hold the derivative for more than twelve months from the reporting date. 2.2.2 Business segments During the six months ended June 30, 2022, there was a change in the segmentation of the Group following the launch of the Cazoo retail proposition in Europe. The Board of Directors is the chief operating decision maker, The monthly reporting pack provided to the chief operating decision maker disaggregated the performance of the business on a UK and EU basis. The key financial performance metrics are monitored by the chief operating decision maker on a UK and EU basis. Management has therefore determined that there exist two operating segments, UK and EU, for the unaudited condensed consolidated interim financial statements. Costs relating to certain Group services have been allocated to another heading called “Central costs”. “Central costs” is not a reportable operating segment but is included in order to reconcile segment loss. 2.2.3 Sale and leaseback In February 2022, the Group sold two of its customer collection centers and leased them back for 20 years. The Group accounted for the sale and leaseback transactions in accordance with IFRS 16 and recognized a right-of-use asset and a lease liability for the leaseback. 2.2.4 Share-based payments In January 2022, the Group established “Cazoo Save”, a Save As You Earn (“SAYE”) scheme. The scheme provides employees an option to purchase shares in the Company in three years’ time at a discounted price per share which is fixed at the grant date. The SAYE scheme is accounted for as an equity-settled share-based payment scheme. The fair value determined at the grant date of the SAYE scheme 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. The fair value is determined using a Black-Scholes option pricing model. 2.3 New standards, interpretations and amendments adopted by the Group The accounting policies adopted in the preparation of the unaudited condensed consolidated interim financial statements are consistent with those followed in the preparation of the Group’s annual consolidated financial statements for the year ended December 31, 2021, except for the adoption of new standards effective as of January 1, 2022. 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 2022, but do not have an impact on the unaudited condensed consolidated interim financial statements of the Group: ● 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 9 Financial Instruments – Fees in the “10 per cent” test for derecognition of financial liabilities |
Revenue
Revenue | 6 Months Ended |
Jun. 30, 2022 | |
Revenue [Abstract] | |
Revenue | 3. Revenue 3.1 Disaggregated revenue information The following is an analysis of the Group’s revenue for the period from continuing operations. Six months Six months Type of goods Retail 501,770 207,948 Wholesale 82,852 12,774 Other sales 43,246 27,487 627,868 248,209 Recognition of revenue Revenue from contracts with customers 607,097 240,530 Other revenue 20,771 7,679 627,868 248,209 3.2 Contract balances At At Trade receivables 19,467 14,796 Contract assets 1,385 3,451 Contract liabilities (30,358 ) (7,911 ) All contract assets and liabilities are short-term in nature and are derecognized within one month of the reporting period end across both June 30, 2022 and December 31, 2021. Revenue expected to be recognized in the future related to performance obligations that are unsatisfied (or partially unsatisfied) at the period end is summarized as below. Within one Within one Undelivered vehicles 30,358 7,911 |
Other Income and Expenses
Other Income and Expenses | 6 Months Ended |
Jun. 30, 2022 | |
Other Income and Expenses [Abstract] | |
Other income and expenses | 4. Other income and expenses Six months Six months Fair value movement in embedded derivative 168,085 — Fair value movement in warrants 41,840 — Foreign exchange movements (51,952 ) — 157,973 — |
Segment Information
Segment Information | 6 Months Ended |
Jun. 30, 2022 | |
Disclosure Of Segment Information Text Block [Abstract] | |
Segment information | 5. Segment information The following table presents the Group’s revenue and loss information for the Group’s operating segments for the six months ended June 30, 2022 and 2021, respectively: UK EU Total Central Consolidated £’000 £’000 £’000 £’000 £’000 Six months ended June 30, 2022 Revenue 583,220 44,648 627,868 — 627,868 Segment loss (122,166 ) (30,715 ) (152,881 ) (22,286 ) (175,167 ) Six months ended June 30, 2021 Revenue 243,488 4,721 248,209 — 248,209 Segment loss (58,734 ) (2,670 ) (61,404 ) (7,754 ) (69,158 ) “Segment loss” is the loss measure reported to the Group’s chief operating decision maker. It is defined as loss for the period from continuing operations adjusted for tax, finance income, finance expense, depreciation, amortization and impairment of intangible assets, share-based payment expense, fair value movement in warrants and embedded derivative and foreign exchange movements and exceptional items which do not relate to our core operations. The following table presents assets and liabilities information for the Group’s operating segments as at June 30, 2022 and December 31, 2021, respectively: UK EU Total Central Consolidated £’000 £’000 £’000 £’000 £’000 At June 30, 2022 Assets 1,166,334 284,215 1,450,549 — 1,450,549 Liabilities 796,145 130,927 927,072 — 927,072 At December 31, 2021 Assets 1,002,796 176,993 1,179,789 — 1,179,789 Liabilities 401,758 67,342 469,100 — 469,100 Reconciliation of segment loss Six months ended June 30, 2022 UK EU Total Central Consolidated £’000 £’000 £’000 £’000 £’000 Segment loss (122,166 ) (30,715 ) (152,881 ) (22,286 ) (175,167 ) Tax credit — — — 9,865 9,865 Finance income — — — 571 571 Finance expense — — — (22,606 ) (22,606 ) Depreciation of property, plant and equipment and right-of-use assets — — — (26,552 ) (26,552 ) Amortization and impairment of intangible assets — — — (142,146 ) (142,146 ) Share-based payment expenses — — — (35,096 ) (35,096 ) Fair value movement in warrants and embedded derivative and foreign exchange movements — — — 157,973 157,973 Exceptional items (1) — — — (8,300 ) (8,300 ) Loss for the period (122,166 ) (30,715 ) (152,881 ) (88,577 ) (241,458 ) 1 Exceptional items of £8.3 million include restructuring costs of £6.6 million, with the remainder primarily related to transaction costs incurred on the acquisition of brumbrum (as defined below). Six months ended June 30, 2021 UK EU Total Central Consolidated £’000 £’000 £’000 £’000 £’000 Segment loss (58,734 ) (2,670 ) (61,404 ) (7,754 ) (69,158 ) Tax credit — — — 7,326 7,326 Finance income — — — 166 166 Finance expense — — — (1,793 ) (1,793 ) Depreciation, amortization and impairment of intangible assets — — — (10,531 ) (10,531 ) Amortization and impairment of intangible assets — — — (4,618 ) (4,618 ) Share-based payment expenses — — — (12,688 ) (12,688 ) Fair value movement in warrants and embedded derivative and foreign exchange movements — — — — — Exceptional items — — — (10,817 ) (10,817 ) Loss for the period (58,734 ) (2,670 ) (61,404 ) (40,709 ) (102,113 ) |
Business Combinations
Business Combinations | 6 Months Ended |
Jun. 30, 2022 | |
Disclosure Of Business Combinations Text Block [Abstract] | |
Business combinations | 6. Business combinations 6.1 brumbrum S.p.A On January 31, 2022, the Group acquired 100% of the share capital of brumbrum S.p.A (“brumbrum”) for total consideration of £59.9 million, with £27.7 million paid in cash, £3.0 million of deferred consideration, £6.2 million of debt assumed and discharged and £23.1 million through the issue of Class A Shares. The acquisition balance sheet includes £3.7 million of cash. Total consideration net of cash acquired was £56.2 million. Founded in 2016, brumbrum was based in Milan and operated a 40,000 square meter vehicle preparation center in Reggio Emilia. The business offered vehicles for sale, finance or subscription for delivery across Italy. The purchase has been accounted for as a business combination under the acquisition method in accordance with IFRS 3. The unaudited condensed consolidated interim financial statements include the results of brumbrum 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 7,342 Right-of-use assets 6,276 Inventory 1,752 Trade and other receivables 6,401 Cash and cash equivalents 3,743 Trade and other payables (6,992 ) Loans and borrowings (10,194 ) Lease liabilities (6,276 ) Provisions (631 ) Total net assets acquired 1,421 Intangible assets recognized on acquisition: Brand 4,158 Customer relationships 3,669 Software 2,592 Deferred tax arising on intangible assets (2,501 ) Total intangible assets recognized on acquisition 7,918 Total identifiable net assets at fair value 9,339 Goodwill 50,597 Purchase consideration transferred 59,936 Satisfied by: Cash 27,694 Deferred consideration 2,955 Debt assumed and discharged 6,236 Shares issued 23,051 Purchase consideration transferred 59,936 At the date of the acquisition, the carrying amount of trade and other receivables was £6.4 million, all of which 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 acquired represents brumbrum’s platform system and website, which had been developed in-house and are considered to be brumbrum owned intellectual property. The brand was considered to be highly recognizable in Italy. An intangible asset has been recognized for significant customer relationships. Goodwill is attributable mainly to the skills and technical talent of brumbrum’s workforce. The fair value of the Class A Shares issued at the date of acquisition was determined as £3.52 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 June 30, 2020, brumbrum has contributed £3.0 million of revenue and £8.5 million to loss before tax to the Group. If the acquisition had occurred on January 1, 2022, Management estimates that the Group’s revenue from continuing operations attributable to brumbrum would have been £3.6 million and the loss from continuing operations attributable to brumbrum for the period would have been £10.3 million. Transaction costs of £1.0 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. |
Taxation
Taxation | 6 Months Ended |
Jun. 30, 2022 | |
Disclosure of Taxation Text Block [Abstract] | |
Taxation | 7. Taxation The major components of income tax credit in the interim condensed consolidated statement of profit or loss are: Six months Six months Current income tax expense — (24 ) Deferred tax credit relating to origination and reversal of temporary differences 9,865 7,350 Income tax credit recognized in statement of profit or loss 9,865 7,326 The deferred tax credit relates to the net movements in specific deferred tax items in the period. A deferred tax asset on losses is only recognized to the extent that it matches deferred tax liabilities. |
Property, Plant and Equipment
Property, Plant and Equipment | 6 Months Ended |
Jun. 30, 2022 | |
Disclosure Of Property Plant And Equipment Text Block [Abstract] | |
Property, plant and equipment | 8. Property, plant and equipment During the six months ended June 30, 2022, the Group acquired property, plant and equipment with a cost of £80.7 million (six months ended June 30, 2021: £51.0 million). In addition, the Group recognized property, plant and equipment on acquisition of subsidiaries with a cost of £7.3 million (six months ended June 30, 2021: £56.1 million). Details of property, plant and equipment recognized on acquisition of subsidiaries are set out in Note 6. The Group completed sale and leaseback transactions during the period resulting in freehold property with a carrying value of £13.5 million being derecognized from property, plant and equipment (six months ended June 30, 2021: £ nil nil |
Intangible Assets and Goodwill
Intangible Assets and Goodwill | 6 Months Ended |
Jun. 30, 2022 | |
Intangible Assets and Goodwill [Abstract] | |
Intangible assets and goodwill | 9. Intangible assets and goodwill Goodwill Development Customer Brand Domain Total £’000 £’000 £’000 £’000 £’000 £’000 Cost At January 1, 2022 218,840 56,178 21,109 2,746 73 298,946 Additions — 14,858 — — 115 14,973 Acquisition of subsidiaries 50,597 2,592 3,669 4,158 — 61,016 At June 30, 2022 269,437 73,628 24,778 6,904 188 374,935 Accumulated amortization At January 1, 2022 — (13,543 ) (21,109 ) (2,746 ) (34 ) (37,432 ) Charge for the period — (26,012 ) (408 ) (4,158 ) (17 ) (30,595 ) Impairment loss (107,570 ) (3,981 ) — — — (111,551 ) At June 30, 2022 (107,570 ) (43,536 ) (21,517 ) (6,904 ) (51 ) (179,578 ) Net book value At June 30, 2022 161,867 30,092 3,261 — 137 195,357 Details of goodwill and other intangible assets recognized on acquisition of subsidiaries are set out in Note 6. The impairment charge is recorded within administrative expenses in the statement of profit or loss. Impairment testing The Group performed its annual impairment test in December 2021. The Group considers the relationship between its market capitalization and its book value, among other factors, when reviewing for indicators of impairment. As at June 30, 2022, the market capitalization of the Group was below the book value of its equity, indicating a potential impairment of goodwill. In addition, the Group announced a Business Realignment Plan in June 2022 (the “Business Realignment Plan”) given the current macroeconomic conditions. As a result, Management performed an impairment test as at June 30, 2022 for all of the Cash Generating Units (“CGUs”). The Group’s impairment test for intangible assets and goodwill is based on value-in-use calculations. The key assumptions used to determine the value-in-use for the different CGUs were disclosed in the annual consolidated financial statements for the year ended December 31, 2021. The projected cash flows were updated to reflect the actions announced in the Business Realignment Plan and updated pre-tax discount rates were applied. All other assumptions remained consistent with those disclosed in the annual financial statements for the year ended December 31, 2021. The Group used each CGU’s value-in-use, as this is higher than fair value less costs of disposal, to determine the recoverable amount. UK Management did not identify any impairment for the UK CGU to which intangible assets and goodwill of £162.0 million is allocated. A pre-tax discount rate of 16.6% (December 31, 2021: 15.7%) was applied. Germany and France Management has recognized an impairment charge of £57.9 million for the Germany and France CGU (formerly the Europe CGU) against intangible assets and goodwill previously carried at £64.4 million. The impairment charge largely relates to actions taken in the Group's Business Realignment Plan to no longer offer the subscription service to new subscribers from the end of June 2022. A pre-tax discount rate of 16.5% (December 31, 2021: 22.0%) was applied. Spain Management did not identify any impairment for the Spain CGU (formerly the Swipcar CGU) to which intangible assets and goodwill of £20.0 million is allocated. A pre-tax discount rate of 16.2% (December 31, 2021: 19.6%) was applied. Italy The Italy CGU is a new CGU following the acquisition of brumbrum in January 2022. Management has recognized an impairment charge of £49.7 million for the Italy CGU against intangible assets and goodwill previously carried at £56.5 million. The impairment charge largely relates to actions taken in the Group's Business Realignment Plan to no longer offer the subscription service to new subscribers from the end of June 2022. A pre-tax discount rate of 17.4% was applied. Cazana Management has recognized an impairment charge of £4.0 million for the Cazana CGU against intangible assets and goodwill previously carried at £4.0 million. The impairment charge reflects a shift to no longer offering data services to external customers. A pre-tax discount rate of 12.0% (December 31, 2021: 23.3%) was applied. |
Loans and Borrowings
Loans and Borrowings | 6 Months Ended |
Jun. 30, 2022 | |
Loans and Borrowings [Abstract] | |
Loans and borrowings | 10. Loans and borrowings The book value of loans and borrowings are as follows: At At Current Bank loans 166 635 Stocking loans 196,101 169,170 Subscription facilities 25,479 10,188 Mortgages — 547 221,746 180,540 Non-current Bank loans — 815 Stocking loans 13,319 8,809 Subscription facilities 49,495 56,987 Mortgages — 1,502 62,814 68,113 Total loans and borrowings 284,560 248,653 |
Financial Instruments
Financial Instruments | 6 Months Ended |
Jun. 30, 2022 | |
Financial Instruments [Abstract] | |
Financial instruments | 11. Financial instruments 11.1 Financial assets Set out below is an overview of financial assets, other than cash and short-term deposits, held by the Group as at June 30, 2022 and December 31, 2021: At At Financial assets at amortized cost Trade receivables 19,467 14,796 Contract assets 1,385 3,451 Lease deposits 8,545 5,124 29,397 23,371 Current 20,852 18,247 Non-current 8,545 5,124 11.2 Financial liabilities Set out below is an overview of financial liabilities held by the Group as at June 30, 2022 and December 31, 2021: Financial liabilities: Interest-bearing loans and borrowings Interest At At % Maturity £’000 £’000 Current Lease liabilities 1 – 11% Within one year 22,437 18,826 Convertible notes 2.00% Within one year 1,299 — Bank loans 2.00% Within one year 165 635 Stocking loans Base rate + 0.5% – 13.9% On earlier of sale or 180 – 330 days / Within one year 196,101 169,170 Subscription facilities Base rate +1.7% – 3.7% Within one year 25,479 10,188 Mortgages — 547 245,481 199,366 Non-current Lease liabilities 1 – 11% 2023 – 2042 98,522 71,574 Convertible notes 2.00% 2027 358,361 — Bank loans — 815 Stocking loans Base rate + 3.0% – 13.9% 2024 13,319 8,809 Subscription facilities Base rate + 1.7% – 3.7% 2023 – 2026 49,495 56,987 Mortgages — 1,502 519,697 139,687 Other financial liabilities At At 2021 £’000 £’000 Financial liabilities at fair value through profit or loss Warrants 5,675 42,692 Embedded derivative 112,562 — 118,237 42,692 Current — — Non-current 118,237 42,692 11.3 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. Public warrants are classified as Level 1 due to the use of an observable market quote in an active market. Private 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 warrants. The embedded derivative of the convertible notes is classified as Level 3 due to the use of unobservable inputs. The fair value is determined using a Monte-Carlo simulation to model the conversion, redemption and repayment premium features. The following table provides the fair value measurement hierarchy of the Group’s financial assets and financial liabilities as at June 30, 2022: Level 1 Level 2 Level 3 Total At June 30, 2022 £’000 £’000 £’000 £’000 Warrants 1,493 — 4,182 5,675 Embedded derivative — — 112,562 112,562 1,493 — 116,744 118,237 The following information is relevant in the determination of fair value of the private warrants and the embedded derivative at June 30, 2022: Private Embedded Expected term (years) 7 5 Expected volatility 89.7 % 58.3 % Dividend yield Nil Nil Risk free interest rate 3.0 % 3.0 % Reconciliation of fair values The fair value movements are set out as follows: Public Private Embedded Total £’000 £’000 £’000 £’000 At January 1, 2022 13,418 29,274 — 42,692 Issuances — — 251,288 251,288 Fair value movement (13,441 ) (28,399 ) (168,085 ) (209,925 ) Foreign exchange movements 1,516 3,307 29,359 34,182 At June 30, 2022 1,493 4,182 112,562 118,237 The fair value decrease and foreign exchange movements is recognized in the statement of profit or loss within other income and expenses. Sensitivity analysis For the private warrants, a 100 basis point increase in the expected volatility rate would increase the fair value by £0.1 million. For the embedded derivative, a 100 basis point increase in the expected volatility rate would increase the fair value by £0.4 million. |
Provisions
Provisions | 6 Months Ended |
Jun. 30, 2022 | |
Disclosure of provisions [Abstract] | |
Provisions | 12. Provisions Dilapidation Restructuring Other Total £’000 £’000 £’000 £’000 At January 1, 2022 7,985 — — 7,985 Acquisition of subsidiaries — — 631 631 Recognized during the period 717 6,432 151 7,300 At June 30, 2022 8,702 6,432 782 15,916 Current — 6,432 — 6,432 Non-current 8,702 — 782 9,484 The dilapidation provisions relate to the expected reinstatement costs of leased office buildings, vehicle preparation centers, collection centers and vehicles back to the conditions required by the lease. Cash outflows associated with the dilapidation provisions are to be incurred at the end of the relevant lease term, between 4 and 20 years. The restructuring provision relates to actions being undertaken as part of the Group’s Business Realignment Plan which was announced in June 2022 including redundancy costs. The restructuring is expected to be completed by the end of 2022. |
Cash and cash equivalents
Cash and cash equivalents | 6 Months Ended |
Jun. 30, 2022 | |
Disclosure Of Cash And Cash Equivalents Text Block Abstract | |
Cash and cash equivalents | 13. Cash and cash equivalents For the purpose of the condensed consolidated statement of cash flows, cash and cash equivalents are comprised of the following: At At £’000 £’000 Cash at bank available on demand 310,634 181,818 Cash held in short-term deposit accounts 90,564 10,811 Total cash and cash equivalents 401,198 192,629 |
Share-Based Payments
Share-Based Payments | 6 Months Ended |
Jun. 30, 2022 | |
Disclosure Of Share Based Payment Arrangements Text Block Abstract | |
Share-based payments | 14. Share-based payments Share-based payments charge For the six months ended June 30, 2022, the Group recognized a share-based payment charge of £35.1 million in the statement of profit or loss (six months June 30, 2021: £12.7 million). The following options were granted during the six months ended June 30, 2022: Scheme Number Grant date Expiry date Incentive Equity Plan 1,850,886 01/01/2022 01/01/2032 Incentive Equity Plan 1,191,300 01/04/2022 01/04/2032 SAYE scheme 1,496,903 26/01/2022 31/08/2025 Employee share option fair value assessment The following information is relevant in the determination of fair value of the employee share options granted during the six months ended June 30, 2022: Incentive SAYE Exercise price £ nil £ 3.60 Expected volatility N/A 53.4 % Dividend yield Nil Nil Risk free interest rate N/A 1.15 % Fair value per share 1 £ 2.13 - £4.46 £ 0.73 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 number of options outstanding as at June 30, 2022 was 63,138,049 (December 31, 2021: 74,262,739). |
Events After the Reporting Date
Events After the Reporting Date | 6 Months Ended |
Jun. 30, 2022 | |
Disclosure Of Events After Reporting Period Text Block Abstract | |
Events after the reporting date | 15. Events after the reporting date Strategic review of mainland Europe On August 2, 2022, the Group announced that it was conducting a strategic review of its business in mainland Europe, with the aim of further preserving cash and positioning the Group to achieve profitability without the need for further external capital. On September 8, 2022, the Group announced the conclusion of its strategic review. Following a review of a range of strategic options, Management concluded that Cazoo would focus exclusively on its core opportunity in the UK. As a result, the Group has commenced an orderly wind down of its operations in Germany and Spain and is in consultation with its employee representatives in France and Italy. Cazoo will facilitate a structured closure for its customers, employees and suppliers and has notified the relevant employee representatives and unions in each market. The Group expects to incur charges as a result of the implementation in the second half of 2022, including amounts for restructuring. The amount of these charges is yet to be determined. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2022 | |
Related Party Transactions [Abstract] | |
Related party transactions | 16. Related party transactions No reportable related party transactions occurred during the six months ended June 30, 2022 (six months ended June 30, 2021: nil |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of preparation | 2. Basis of preparation The unaudited condensed consolidated interim financial statements for the six months ended June 30, 2022 have been prepared in accordance with Accounting Standard IAS 34 Interim Financial Reporting Except as described in 2.2. below, the accounting policies adopted in the preparation of the unaudited condensed consolidated interim financial statements are consistent with those followed in the preparation of the Group’s annual consolidated financial statements for the year ended December 31, 2021. |
Going concern | 2.1 Going concern The unaudited condensed consolidated interim financial statements have been prepared on a going concern basis. The Board of Directors have approved an operating plan through to December 31, 2023 which combines continued top line growth with ongoing operational improvements which move the business towards breakeven, targeted in December 2023. This plan achieves those goals without the need for further fund raising and has a forecast cash balance of over £100 million at September 30, 2023, the date looked at from a going concern perspective. The operating plan includes the on-going exit of existing operations in Europe, which Management of the Group (“Management”) believes will result in cash savings of over £100 million by the end of 2023, compared to that incurred if the Group continued with its European businesses. Other actions to increase liquidity included in the plan are a prospective sale and leaseback of owned property and the continued financing of UK retail inventory. The Group had available cash in excess of £400 million at June 30, 2022, together with self-financed inventory of over £100 million. Given the stage of evolution of the Group, there are certain inherent uncertainties in forecasting operating performance. Therefore, in assessing the appropriateness of the going concern assumption, Management have assumed a combined downside scenario to the above base case, whereby the most sensitive assumptions have been flexed. These are limiting gross profit margin to 5%, increasing overhead costs by £1 million per month, and reducing the proceeds from the planned sale and leaseback transactions by 50%. In this scenario the going concern assumption is still appropriate as Management believes the Group would still have cash in excess of over £50 million at September 30, 2023 even before any mitigating actions were applied. Sales in 2021 increased by 187% year on year with a gross profit margin of 3.7%. In addition, the gross profit margin assumptions have been considered against peers and historical margins and are within the range of margins achieved. The majority of the Group’s future spend is not committed. In the event that further actions to manage liquidity were to be necessary, Management may seek to reduce discretionary marketing spend, capex and/or headcount, as well as pursuing various other options to reduce cash outflow which Management believes, in combination, could give rise to additional savings of approximately £60 million in the period from January 1 to September 30, 2023. In this scenario, Management’s strategic objectives are materially unchanged. Management have reverse stress tested gross margin and operating expenses as a percentage of sales as compared to the base case. In isolation, reductions of gross margin to 1% and an increase of operating expenses as a percentage of revenue to 24% would be required to eliminate cash at September 30, 2023. The Group utilizes stocking finance to support inventory purchasing. In the UK, the business works with five lenders and had total stocking facilities at June 30, 2022 with a maximum of £250 million of availability, of which £174 million was utilized. The stocking facilities have no fixed end date but are subject to annual review. Management believes that current levels of stocking remain appropriate to fund the business and that additional facilities will be available as the business continues to grow. There are no financial covenants attached to these facilities. Certain facilities have triggers to revise the terms if cash falls below a certain level. If facilities were reduced, Management could choose to cash finance inventory in the short-term or reduce overall levels of inventory held, both scenarios being under Management’s control and this has been modelled in one of the downside scenarios. The Group also has debt in the form of convertible notes which bear regular interest at a rate of 2.00% per year. 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 special interest, upon the occurrence of a Fundamental Change (as defined in the Indenture, dated February 16, 2022, between the Company and U.S. Bank Trust Company, National Association, as trustee (the “Indenture”)). The Board believes that the Group’s existing available cash, financing facilities and the approved operating plan are adequate to meet the Group’s forecasted cash requirements for the period to September 30, 2023. Therefore, the accompanying unaudited condensed consolidated interim financial statements have been prepared on a going concern basis. |
Convertible notes | 2.2.1 Convertible notes On February 16, 2022, the Company issued $630.0 million in aggregate principal amount of 2.00% Convertible Senior Notes due 2027 (equivalent to £460.0 million in net proceeds). The convertible notes are accounted for as a hybrid financial instrument comprising: (i) a liability for the principal and interest amount, and (ii) a single compound embedded derivative instrument for the conversion options and premium feature. The host contract is classified as a financial liability because there is an obligation to make fixed interest payments on a quarterly basis and there is an obligation to deliver cash to the holder on redemption of the convertible notes at the maturity date. The holder’s conversion option is not classified as equity as it does not meet the “fixed-for-fixed” criterion. This is because the Company’s contractual obligation, being denominated in a foreign currency (USD), represents a variable amount of cash on settlement. 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. If the convertible notes have not been converted, repurchased or redeemed at or prior to February 16, 2027, holders of the convertible notes will 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 the convertible notes upon a Fundamental Change. The convertible notes were not 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. Financial liability The financial liability was initially measured at fair value less transaction costs. The fair value of the liability was calculated as the residual transaction price after deducting the fair value of the embedded derivative. The financial liability is subsequently measured at amortized cost using the effective interest method. Interest expense is recognized within finance expense in the statement of profit or loss. The financial liability is translated from USD to GBP at the exchange rate at the reporting date in accordance with IAS 21, with the exchange rate difference recognized within other income and expenses in the statement of profit or loss. The capital element of the financial liability is presented as non-current as it is not due to be repaid until February 2027. However, the accrued interest as at June 30, 2022 is presented as current, as it will be settled within the next 12 months. Embedded derivative The compound embedded derivative for the conversion options and premium feature was initially measured at fair value. The embedded derivative is subsequently remeasured 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 of the embedded derivative is determined using a Monte-Carlo simulation to model the conversion, redemption and repayment premium features. The embedded derivative is translated from USD to GBP at the exchange rate at the reporting date in accordance with IAS 21, with the exchange rate difference recognized within other income and expenses in the statement of profit or loss. The embedded derivative is presented as non-current as the maturity exceeds twelve months from the reporting date and the Company intends to hold the derivative for more than twelve months from the reporting date. |
Business segments | 2.2.2 Business segments During the six months ended June 30, 2022, there was a change in the segmentation of the Group following the launch of the Cazoo retail proposition in Europe. The Board of Directors is the chief operating decision maker, The monthly reporting pack provided to the chief operating decision maker disaggregated the performance of the business on a UK and EU basis. The key financial performance metrics are monitored by the chief operating decision maker on a UK and EU basis. Management has therefore determined that there exist two operating segments, UK and EU, for the unaudited condensed consolidated interim financial statements. Costs relating to certain Group services have been allocated to another heading called “Central costs”. “Central costs” is not a reportable operating segment but is included in order to reconcile segment loss. |
Sale and leaseback | 2.2.3 Sale and leaseback In February 2022, the Group sold two of its customer collection centers and leased them back for 20 years. The Group accounted for the sale and leaseback transactions in accordance with IFRS 16 and recognized a right-of-use asset and a lease liability for the leaseback. |
Share-based payments | 2.2.4 Share-based payments In January 2022, the Group established “Cazoo Save”, a Save As You Earn (“SAYE”) scheme. The scheme provides employees an option to purchase shares in the Company in three years’ time at a discounted price per share which is fixed at the grant date. The SAYE scheme is accounted for as an equity-settled share-based payment scheme. The fair value determined at the grant date of the SAYE scheme 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. The fair value is determined using a Black-Scholes option pricing model. |
New standards, interpretations and amendments adopted by the Group | 2.3 New standards, interpretations and amendments adopted by the Group The accounting policies adopted in the preparation of the unaudited condensed consolidated interim financial statements are consistent with those followed in the preparation of the Group’s annual consolidated financial statements for the year ended December 31, 2021, except for the adoption of new standards effective as of January 1, 2022. 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 2022, but do not have an impact on the unaudited condensed consolidated interim financial statements of the Group: ● 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 9 Financial Instruments – Fees in the “10 per cent” test for derecognition of financial liabilities |
Revenue (Tables)
Revenue (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Revenue [Abstract] | |
Schedule of material revenue recognised | Six months Six months Type of goods Retail 501,770 207,948 Wholesale 82,852 12,774 Other sales 43,246 27,487 627,868 248,209 Recognition of revenue Revenue from contracts with customers 607,097 240,530 Other revenue 20,771 7,679 627,868 248,209 |
Schedule of contract balances | At At Trade receivables 19,467 14,796 Contract assets 1,385 3,451 Contract liabilities (30,358 ) (7,911 ) |
Schedule of revenue expected to be recognised in the future related to performance obligations | Within one Within one Undelivered vehicles 30,358 7,911 |
Other Income and Expenses (Tabl
Other Income and Expenses (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Other Income and Expenses [Abstract] | |
Schedule of other income and expenses | Six months Six months Fair value movement in embedded derivative 168,085 — Fair value movement in warrants 41,840 — Foreign exchange movements (51,952 ) — 157,973 — |
Segment Information (Tables)
Segment Information (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Disclosure Of Segment Information Text Block [Abstract] | |
Schedule of revenue and loss information for the group’s operating segments | UK EU Total Central Consolidated £’000 £’000 £’000 £’000 £’000 Six months ended June 30, 2022 Revenue 583,220 44,648 627,868 — 627,868 Segment loss (122,166 ) (30,715 ) (152,881 ) (22,286 ) (175,167 ) Six months ended June 30, 2021 Revenue 243,488 4,721 248,209 — 248,209 Segment loss (58,734 ) (2,670 ) (61,404 ) (7,754 ) (69,158 ) |
Schedule of assets and liabilities information for the group’s operating segments | UK EU Total Central Consolidated £’000 £’000 £’000 £’000 £’000 At June 30, 2022 Assets 1,166,334 284,215 1,450,549 — 1,450,549 Liabilities 796,145 130,927 927,072 — 927,072 At December 31, 2021 Assets 1,002,796 176,993 1,179,789 — 1,179,789 Liabilities 401,758 67,342 469,100 — 469,100 |
Schedule of reconciliation of segment loss | Six months ended June 30, 2022 UK EU Total Central Consolidated £’000 £’000 £’000 £’000 £’000 Segment loss (122,166 ) (30,715 ) (152,881 ) (22,286 ) (175,167 ) Tax credit — — — 9,865 9,865 Finance income — — — 571 571 Finance expense — — — (22,606 ) (22,606 ) Depreciation of property, plant and equipment and right-of-use assets — — — (26,552 ) (26,552 ) Amortization and impairment of intangible assets — — — (142,146 ) (142,146 ) Share-based payment expenses — — — (35,096 ) (35,096 ) Fair value movement in warrants and embedded derivative and foreign exchange movements — — — 157,973 157,973 Exceptional items (1) — — — (8,300 ) (8,300 ) Loss for the period (122,166 ) (30,715 ) (152,881 ) (88,577 ) (241,458 ) 1 Exceptional items of £8.3 million include restructuring costs of £6.6 million, with the remainder primarily related to transaction costs incurred on the acquisition of brumbrum (as defined below). Six months ended June 30, 2021 UK EU Total Central Consolidated £’000 £’000 £’000 £’000 £’000 Segment loss (58,734 ) (2,670 ) (61,404 ) (7,754 ) (69,158 ) Tax credit — — — 7,326 7,326 Finance income — — — 166 166 Finance expense — — — (1,793 ) (1,793 ) Depreciation, amortization and impairment of intangible assets — — — (10,531 ) (10,531 ) Amortization and impairment of intangible assets — — — (4,618 ) (4,618 ) Share-based payment expenses — — — (12,688 ) (12,688 ) Fair value movement in warrants and embedded derivative and foreign exchange movements — — — — — Exceptional items — — — (10,817 ) (10,817 ) Loss for the period (58,734 ) (2,670 ) (61,404 ) (40,709 ) (102,113 ) |
Business Combinations (Tables)
Business Combinations (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Disclosure Of Business Combinations Text Block [Abstract] | |
Schedule of fair value of assets | £’000 Property, plant and equipment 7,342 Right-of-use assets 6,276 Inventory 1,752 Trade and other receivables 6,401 Cash and cash equivalents 3,743 Trade and other payables (6,992 ) Loans and borrowings (10,194 ) Lease liabilities (6,276 ) Provisions (631 ) Total net assets acquired 1,421 Intangible assets recognized on acquisition: Brand 4,158 Customer relationships 3,669 Software 2,592 Deferred tax arising on intangible assets (2,501 ) Total intangible assets recognized on acquisition 7,918 Total identifiable net assets at fair value 9,339 Goodwill 50,597 Purchase consideration transferred 59,936 Satisfied by: Cash 27,694 Deferred consideration 2,955 Debt assumed and discharged 6,236 Shares issued 23,051 Purchase consideration transferred 59,936 |
Taxation (Tables)
Taxation (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Disclosure of Taxation Text Block [Abstract] | |
Schedule of income tax expense in the interim condensed consolidated statement of profit or loss | Six months Six months Current income tax expense — (24 ) Deferred tax credit relating to origination and reversal of temporary differences 9,865 7,350 Income tax credit recognized in statement of profit or loss 9,865 7,326 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Intangible Assets and Goodwill [Abstract] | |
Schedule of intangible assets and goodwill | Goodwill Development Customer Brand Domain Total £’000 £’000 £’000 £’000 £’000 £’000 Cost At January 1, 2022 218,840 56,178 21,109 2,746 73 298,946 Additions — 14,858 — — 115 14,973 Acquisition of subsidiaries 50,597 2,592 3,669 4,158 — 61,016 At June 30, 2022 269,437 73,628 24,778 6,904 188 374,935 Accumulated amortization At January 1, 2022 — (13,543 ) (21,109 ) (2,746 ) (34 ) (37,432 ) Charge for the period — (26,012 ) (408 ) (4,158 ) (17 ) (30,595 ) Impairment loss (107,570 ) (3,981 ) — — — (111,551 ) At June 30, 2022 (107,570 ) (43,536 ) (21,517 ) (6,904 ) (51 ) (179,578 ) Net book value At June 30, 2022 161,867 30,092 3,261 — 137 195,357 |
Loans and Borrowings (Tables)
Loans and Borrowings (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Loans and Borrowings [Abstract] | |
Schedule of loans and borrowings | At At Current Bank loans 166 635 Stocking loans 196,101 169,170 Subscription facilities 25,479 10,188 Mortgages — 547 221,746 180,540 Non-current Bank loans — 815 Stocking loans 13,319 8,809 Subscription facilities 49,495 56,987 Mortgages — 1,502 62,814 68,113 Total loans and borrowings 284,560 248,653 |
Financial Instruments (Tables)
Financial Instruments (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Financial Instruments [Abstract] | |
Schedule of financial assets, other than cash and short-term deposits | At At Financial assets at amortized cost Trade receivables 19,467 14,796 Contract assets 1,385 3,451 Lease deposits 8,545 5,124 29,397 23,371 Current 20,852 18,247 Non-current 8,545 5,124 |
Schedule of interest-bearing loans and borrowings | Interest At At % Maturity £’000 £’000 Current Lease liabilities 1 – 11% Within one year 22,437 18,826 Convertible notes 2.00% Within one year 1,299 — Bank loans 2.00% Within one year 165 635 Stocking loans Base rate + 0.5% – 13.9% On earlier of sale or 180 – 330 days / Within one year 196,101 169,170 Subscription facilities Base rate +1.7% – 3.7% Within one year 25,479 10,188 Mortgages — 547 245,481 199,366 Non-current Lease liabilities 1 – 11% 2023 – 2042 98,522 71,574 Convertible notes 2.00% 2027 358,361 — Bank loans — 815 Stocking loans Base rate + 3.0% – 13.9% 2024 13,319 8,809 Subscription facilities Base rate + 1.7% – 3.7% 2023 – 2026 49,495 56,987 Mortgages — 1,502 519,697 139,687 |
Schedule of other financial liabilities | At At 2021 £’000 £’000 Financial liabilities at fair value through profit or loss Warrants 5,675 42,692 Embedded derivative 112,562 — 118,237 42,692 Current — — Non-current 118,237 42,692 |
Schedule of Other financial liabilities | Level 1 Level 2 Level 3 Total At June 30, 2022 £’000 £’000 £’000 £’000 Warrants 1,493 — 4,182 5,675 Embedded derivative — — 112,562 112,562 1,493 — 116,744 118,237 |
Schedule of fair value of the private warrants and the embedded derivative | Private Embedded Expected term (years) 7 5 Expected volatility 89.7 % 58.3 % Dividend yield Nil Nil Risk free interest rate 3.0 % 3.0 % |
Schedule of fair value movements | Public Private Embedded Total £’000 £’000 £’000 £’000 At January 1, 2022 13,418 29,274 — 42,692 Issuances — — 251,288 251,288 Fair value movement (13,441 ) (28,399 ) (168,085 ) (209,925 ) Foreign exchange movements 1,516 3,307 29,359 34,182 At June 30, 2022 1,493 4,182 112,562 118,237 |
Provisions (Tables)
Provisions (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Disclosure of provisions [Abstract] | |
Schedule of provisions | Dilapidation Restructuring Other Total £’000 £’000 £’000 £’000 At January 1, 2022 7,985 — — 7,985 Acquisition of subsidiaries — — 631 631 Recognized during the period 717 6,432 151 7,300 At June 30, 2022 8,702 6,432 782 15,916 Current — 6,432 — 6,432 Non-current 8,702 — 782 9,484 |
Cash and cash equivalents (Tabl
Cash and cash equivalents (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Disclosure Of Cash And Cash Equivalents Text Block Abstract | |
Schedule of cash and cash equivalents | At At £’000 £’000 Cash at bank available on demand 310,634 181,818 Cash held in short-term deposit accounts 90,564 10,811 Total cash and cash equivalents 401,198 192,629 |
Share-Based Payments (Tables)
Share-Based Payments (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Disclosure Of Share Based Payment Arrangements Text Block Abstract | |
Schedule of options were granted | Scheme Number Grant date Expiry date Incentive Equity Plan 1,850,886 01/01/2022 01/01/2032 Incentive Equity Plan 1,191,300 01/04/2022 01/04/2032 SAYE scheme 1,496,903 26/01/2022 31/08/2025 |
Schedule of fair value of the employee share options granted | Incentive SAYE Exercise price £ nil £ 3.60 Expected volatility N/A 53.4 % Dividend yield Nil Nil Risk free interest rate N/A 1.15 % Fair value per share 1 £ 2.13 - £4.46 £ 0.73 |
Reporting Entity (Details)
Reporting Entity (Details) | Jun. 30, 2022 $ / shares |
Disclosure of Reporting Entity [Abstract] | |
Par value per share | $ 0.0001 |
Basis of Preparation (Details)
Basis of Preparation (Details) $ / shares in Units, £ in Millions, $ in Millions | 1 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Feb. 16, 2027 $ / shares | Feb. 16, 2025 | Feb. 16, 2022 GBP (£) | Feb. 16, 2022 USD ($) | Feb. 28, 2022 | Jun. 30, 2022 GBP (£) | Sep. 30, 2023 GBP (£) | Dec. 31, 2021 | Dec. 31, 2023 GBP (£) | |
Basis of Preparation (Details) [Line Items] | |||||||||
Cash in excess (in Pounds) | £ 400 | ||||||||
Self-financed inventory (in Pounds) | £ 100 | ||||||||
Interest rate, percentage | 2% | ||||||||
Convertible notes, percentage | 50% | 100% | |||||||
Aggregate Principal Amount (in Dollars) | $ | $ 630 | ||||||||
Convertible senior notes, percentage | 2% | 2% | |||||||
Net proceeds (in Pounds) | £ 460 | ||||||||
Sale and leaseback, years | 20 years | ||||||||
Maximum [member] | |||||||||
Basis of Preparation (Details) [Line Items] | |||||||||
Total stocking facilities available (in Pounds) | £ 250 | ||||||||
Minimum [member] | |||||||||
Basis of Preparation (Details) [Line Items] | |||||||||
Total stocking facilities available (in Pounds) | £ 174 | ||||||||
Forecast [Member] | |||||||||
Basis of Preparation (Details) [Line Items] | |||||||||
Forecast cash balance (in Pounds) | £ 100 | ||||||||
Cash savings balance (in Pounds) | £ 100 | ||||||||
Gross proft margin, percentage | 5% | ||||||||
Overhead costs (in Pounds) | £ 1 | ||||||||
Leaseback transaction, percentage | 50% | ||||||||
Cash in excess (in Pounds) | £ 50 | ||||||||
Sales percentage | 187% | ||||||||
Gross profit margin, percentage | 3.70% | ||||||||
Additional savings (in Pounds) | £ 60 | ||||||||
Gross margin, percentage | 1% | ||||||||
Operating expense, percentage | 24% | ||||||||
Conversion price, percentage | 150% | ||||||||
Weighted average price per share (in Dollars per share) | $ / shares | $ 6.75 |
Revenue (Details) - Schedule of
Revenue (Details) - Schedule of material revenue recognised - GBP (£) £ in Thousands | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Type of goods | ||
Type of goods | £ 627,868 | £ 248,209 |
Recognition of revenue | ||
Recognition of revenue | 627,868 | 248,209 |
Revenue from contracts with customers [Member] | ||
Recognition of revenue | ||
Recognition of revenue | 607,097 | 240,530 |
Other revenue [Member] | ||
Recognition of revenue | ||
Recognition of revenue | 20,771 | 7,679 |
Retail [Member] | ||
Type of goods | ||
Type of goods | 501,770 | 207,948 |
Wholesale [Member] | ||
Type of goods | ||
Type of goods | 82,852 | 12,774 |
Other sales [Member] | ||
Type of goods | ||
Type of goods | £ 43,246 | £ 27,487 |
Revenue (Details) - Schedule _2
Revenue (Details) - Schedule of contract balances - GBP (£) £ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Schedule Of Contract Balances Abstract | ||
Trade receivables | £ 19,467 | £ 14,796 |
Contract assets | 1,385 | 3,451 |
Contract liabilities | £ (30,358) | £ (7,911) |
Revenue (Details) - Schedule _3
Revenue (Details) - Schedule of revenue expected to be recognised in the future related to performance obligations - GBP (£) £ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Schedule Of Revenue Expected To Be Recognised In The Future Related To Performance Obligations Abstract | ||
Undelivered vehicles | £ 30,358 | £ 7,911 |
Other Income and Expenses (Deta
Other Income and Expenses (Details) - Schedule of other income and expenses - GBP (£) £ in Thousands | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Schedule Of Other Income And Expenses Abstract | ||
Fair value movement in embedded derivative | £ 168,085 | |
Fair value movement in warrants | 41,840 | |
Foreign exchange movements | (51,952) | |
Total | £ 157,973 |
Segment Information (Details)
Segment Information (Details) £ in Millions | 6 Months Ended |
Jun. 30, 2022 GBP (£) | |
Disclosure Of Segment Information Text Block [Abstract] | |
Exceptional items | £ 8.3 |
Restructuring costs | £ 6.6 |
Segment Information (Details) -
Segment Information (Details) - Schedule of revenue and loss information for the group’s operating segments - GBP (£) £ in Thousands | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
UK [Member] | ||
Six months ended June 30, 2022 | ||
Revenue | £ 583,220 | £ 243,488 |
Segment loss | (122,166) | (58,734) |
EU [Member] | ||
Six months ended June 30, 2022 | ||
Revenue | 44,648 | 4,721 |
Segment loss | (30,715) | (2,670) |
Total Segments [Member] | ||
Six months ended June 30, 2022 | ||
Revenue | 627,868 | 248,209 |
Segment loss | (152,881) | (61,404) |
Central Costs [Member] | ||
Six months ended June 30, 2022 | ||
Revenue | ||
Segment loss | (22,286) | (7,754) |
Consolidated [Member] | ||
Six months ended June 30, 2022 | ||
Revenue | 627,868 | 248,209 |
Segment loss | £ (175,167) | £ (69,158) |
Segment Information (Details)_2
Segment Information (Details) - Schedule of assets and liabilities information for the group’s operating segments - GBP (£) £ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
UK [Member] | ||
At June 30, 2022 | ||
Assets | £ 1,166,334 | £ 1,002,796 |
Liabilities | 796,145 | 401,758 |
EU [Member] | ||
At June 30, 2022 | ||
Assets | 284,215 | 176,993 |
Liabilities | 130,927 | 67,342 |
Total Segments [Member] | ||
At June 30, 2022 | ||
Assets | 1,450,549 | 1,179,789 |
Liabilities | 927,072 | 469,100 |
Central Costs [Member] | ||
At June 30, 2022 | ||
Assets | ||
Liabilities | ||
Consolidated [Member] | ||
At June 30, 2022 | ||
Assets | 1,450,549 | 1,179,789 |
Liabilities | £ 927,072 | £ 469,100 |
Segment Information (Details)_3
Segment Information (Details) - Schedule of reconciliation of segment loss - GBP (£) £ in Thousands | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | ||
UK [Member] | |||
Segment Information (Details) - Schedule of reconciliation of segment loss [Line Items] | |||
Segment loss | £ (122,166) | £ (58,734) | |
Tax credit | |||
Finance income | |||
Finance expense | |||
Depreciation, amortization and impairment of intangible assets | |||
Depreciation of property, plant and equipment and right-of-use assets | |||
Amortization and impairment of intangible assets | |||
Share-based payment expenses | |||
Fair value movement in warrants and embedded derivative and foreign exchange movements | |||
Exceptional items | [1] | ||
Loss for the period | (122,166) | (58,734) | |
EU [Member] | |||
Segment Information (Details) - Schedule of reconciliation of segment loss [Line Items] | |||
Segment loss | (30,715) | (2,670) | |
Tax credit | |||
Finance income | |||
Finance expense | |||
Depreciation, amortization and impairment of intangible assets | |||
Depreciation of property, plant and equipment and right-of-use assets | |||
Amortization and impairment of intangible assets | |||
Share-based payment expenses | |||
Fair value movement in warrants and embedded derivative and foreign exchange movements | |||
Exceptional items | [1] | ||
Loss for the period | (30,715) | (2,670) | |
Total Segments [Member] | |||
Segment Information (Details) - Schedule of reconciliation of segment loss [Line Items] | |||
Segment loss | (152,881) | (61,404) | |
Tax credit | |||
Finance income | |||
Finance expense | |||
Depreciation, amortization and impairment of intangible assets | |||
Depreciation of property, plant and equipment and right-of-use assets | |||
Amortization and impairment of intangible assets | |||
Share-based payment expenses | |||
Fair value movement in warrants and embedded derivative and foreign exchange movements | |||
Exceptional items | [1] | ||
Loss for the period | (152,881) | (61,404) | |
Central Costs [Member] | |||
Segment Information (Details) - Schedule of reconciliation of segment loss [Line Items] | |||
Segment loss | (22,286) | (7,754) | |
Tax credit | 9,865 | 7,326 | |
Finance income | 571 | 166 | |
Finance expense | (22,606) | (1,793) | |
Depreciation, amortization and impairment of intangible assets | (10,531) | ||
Depreciation of property, plant and equipment and right-of-use assets | (26,552) | ||
Amortization and impairment of intangible assets | (142,146) | (4,618) | |
Share-based payment expenses | (35,096) | (12,688) | |
Fair value movement in warrants and embedded derivative and foreign exchange movements | 157,973 | ||
Exceptional items | (8,300) | [1] | (10,817) |
Loss for the period | (88,577) | (40,709) | |
Consolidated [Member] | |||
Segment Information (Details) - Schedule of reconciliation of segment loss [Line Items] | |||
Segment loss | (175,167) | (69,158) | |
Tax credit | 9,865 | 7,326 | |
Finance income | 571 | 166 | |
Finance expense | (22,606) | (1,793) | |
Depreciation, amortization and impairment of intangible assets | (10,531) | ||
Depreciation of property, plant and equipment and right-of-use assets | (26,552) | ||
Amortization and impairment of intangible assets | (142,146) | (4,618) | |
Share-based payment expenses | (35,096) | (12,688) | |
Fair value movement in warrants and embedded derivative and foreign exchange movements | 157,973 | ||
Exceptional items | (8,300) | [1] | (10,817) |
Loss for the period | £ (241,458) | £ (102,113) | |
[1] Exceptional items of £8.3 million include restructuring costs of £6.6 million, with the remainder primarily related to transaction costs incurred on the acquisition of brumbrum (as defined below). |
Business Combinations (Details)
Business Combinations (Details) £ / shares in Units, £ in Millions | 1 Months Ended | 12 Months Ended | ||
Jan. 01, 2022 GBP (£) | Jan. 31, 2022 GBP (£) £ / shares | Jun. 30, 2020 GBP (£) | Dec. 31, 2016 | |
Disclosure Of Business Combinations Text Block [Abstract] | ||||
Acquired share capital, Percentage | 100% | |||
Total consideration | £ 59.9 | |||
Cash paid | 27.7 | |||
Deferred consideration, | 3 | |||
Debt assumed and discharged | 6.2 | |||
Issue of class A common shares | 23.1 | |||
Cash | 3.7 | |||
Total consideration net of cash acquired | 56.2 | |||
Square meter | 40,000 | |||
Carrying amount of trade and other receivables | £ 6.4 | |||
Fair value of the Class A shares (in Pounds per share) | £ / shares | £ 3.52 | |||
Revenue | £ 3 | |||
Loss before tax | £ 8.5 | |||
Revenue from continuing operations | £ 3.6 | |||
Loss from continuing operations | 10.3 | |||
Administrative expenses | £ 1 |
Business Combinations (Detail_2
Business Combinations (Details) - Schedule of fair value of assets £ in Thousands | Jun. 30, 2022 GBP (£) |
Schedule Of Fair Value Of Assets Abstract | |
Property, plant and equipment | £ 7,342 |
Right-of-use assets | 6,276 |
Inventory | 1,752 |
Trade and other receivables | 6,401 |
Cash and cash equivalents | 3,743 |
Trade and other payables | (6,992) |
Loans and borrowings | (10,194) |
Lease liabilities | (6,276) |
Provisions | (631) |
Total net assets acquired | 1,421 |
Intangible assets recognized on acquisition: | |
Brand | 4,158 |
Customer relationships | 3,669 |
Software | 2,592 |
Deferred tax arising on intangible assets | (2,501) |
Total intangible assets recognized on acquisition | 7,918 |
Total identifiable net assets at fair value | 9,339 |
Goodwill | 50,597 |
Purchase consideration transferred | 59,936 |
Satisfied by: | |
Cash | 27,694 |
Deferred consideration | 2,955 |
Debt assumed and discharged | 6,236 |
Shares issued | 23,051 |
Purchase consideration transferred | £ 59,936 |
Taxation (Details) - Schedule o
Taxation (Details) - Schedule of income tax expense in the interim condensed consolidated statement of profit or loss - GBP (£) £ in Thousands | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Schedule Of Income Tax Expense In The Interim Condensed Consolidated Statement Of Profit Or Loss Abstract | ||
Current income tax expense | £ (24) | |
Deferred tax credit relating to origination and reversal of temporary differences | 9,865 | 7,350 |
Income tax credit recognized in statement of profit or loss | £ 9,865 | £ 7,326 |
Property, Plant and Equipment (
Property, Plant and Equipment (Details) - GBP (£) £ in Millions | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Disclosure Of Property Plant And Equipment Text Block [Abstract] | ||
Acquired property, plant and equipment cost | £ 80.7 | £ 51 |
Recognised property, plant and equipment on acquisition | 7.3 | 56.1 |
Sale and leaseback transaction | 13.5 | |
Statement of profit or loss within administrative expenses | £ 1.9 |
Intangible Assets and Goodwil_2
Intangible Assets and Goodwill (Details) - GBP (£) £ in Millions | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
UK [Member] | ||
Intangible Assets and Goodwill (Details) [Line Items] | ||
Intangible assets and goodwill (in Pounds) | £ 162 | |
Pre-tax discount rate | 16.60% | 15.70% |
Germany and France [Member] | ||
Intangible Assets and Goodwill (Details) [Line Items] | ||
Intangible assets and goodwill (in Pounds) | £ 64.4 | |
Pre-tax discount rate | 16.50% | 22% |
Impairment charge (in Pounds) | £ 57.9 | |
Spain [Member] | ||
Intangible Assets and Goodwill (Details) [Line Items] | ||
Intangible assets and goodwill (in Pounds) | £ 20 | |
Pre-tax discount rate | 16.20% | 19.60% |
Italy [Member] | ||
Intangible Assets and Goodwill (Details) [Line Items] | ||
Intangible assets and goodwill (in Pounds) | £ 56.5 | |
Pre-tax discount rate | 17.40% | |
Impairment charge (in Pounds) | £ 49.7 | |
Cazana [Member] | ||
Intangible Assets and Goodwill (Details) [Line Items] | ||
Intangible assets and goodwill (in Pounds) | £ 4 | |
Pre-tax discount rate | 12% | 23.30% |
Impairment charge (in Pounds) | £ 4 |
Intangible Assets and Goodwil_3
Intangible Assets and Goodwill (Details) - Schedule of intangible assets and goodwill £ in Thousands | 6 Months Ended |
Jun. 30, 2022 GBP (£) | |
Cost | |
Balance | £ 298,946 |
Additions | 14,973 |
Acquisition of subsidiaries | 61,016 |
Balance | 374,935 |
Accumulated amortization | |
Balance | (37,432) |
Charge for the period | (30,595) |
Impairment loss | (111,551) |
Balance | (179,578) |
Net book value | |
Balance | 195,357 |
Goodwill [Member] | |
Cost | |
Balance | 218,840 |
Additions | |
Acquisition of subsidiaries | 50,597 |
Balance | 269,437 |
Accumulated amortization | |
Balance | |
Charge for the period | |
Impairment loss | (107,570) |
Balance | (107,570) |
Net book value | |
Balance | 161,867 |
Development costs and software [Member] | |
Cost | |
Balance | 56,178 |
Additions | 14,858 |
Acquisition of subsidiaries | 2,592 |
Balance | 73,628 |
Accumulated amortization | |
Balance | (13,543) |
Charge for the period | (26,012) |
Impairment loss | (3,981) |
Balance | (43,536) |
Net book value | |
Balance | 30,092 |
Customer relationships [Member] | |
Cost | |
Balance | 21,109 |
Additions | |
Acquisition of subsidiaries | 3,669 |
Balance | 24,778 |
Accumulated amortization | |
Balance | (21,109) |
Charge for the period | (408) |
Impairment loss | |
Balance | (21,517) |
Net book value | |
Balance | 3,261 |
Brand [Member] | |
Cost | |
Balance | 2,746 |
Additions | |
Acquisition of subsidiaries | 4,158 |
Balance | 6,904 |
Accumulated amortization | |
Balance | (2,746) |
Charge for the period | (4,158) |
Impairment loss | |
Balance | (6,904) |
Net book value | |
Balance | |
Domain names [Member] | |
Cost | |
Balance | 73 |
Additions | 115 |
Acquisition of subsidiaries | |
Balance | 188 |
Accumulated amortization | |
Balance | (34) |
Charge for the period | (17) |
Impairment loss | |
Balance | (51) |
Net book value | |
Balance | £ 137 |
Loans and Borrowings (Details)
Loans and Borrowings (Details) - Schedule of loans and borrowings - GBP (£) £ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Current | ||
Bank loans | £ 166 | £ 635 |
Stocking loans | 196,101 | 169,170 |
Subscription facilities | 25,479 | 10,188 |
Mortgages | 547 | |
Total current | 221,746 | 180,540 |
Non-current | ||
Bank loans | 815 | |
Stocking loans | 13,319 | 8,809 |
Subscription facilities | 49,495 | 56,987 |
Mortgages | 1,502 | |
Total non-current | 62,814 | 68,113 |
Total loans and borrowings | £ 284,560 | £ 248,653 |
Financial Instruments (Details)
Financial Instruments (Details) £ in Millions | 6 Months Ended |
Jun. 30, 2022 GBP (£) | |
Private Warrants [Member] | |
Financial Instruments (Details) [Line Items] | |
Increase in fair value | £ 0.1 |
Embedded Derivative [Member] | |
Financial Instruments (Details) [Line Items] | |
Increase in fair value | £ 0.4 |
Financial Instruments (Detail
Financial Instruments (Details) - Schedule of financial assets, other than cash and short-term deposits - GBP (£) £ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Financial assets at amortized cost | ||
Trade receivables | £ 19,467 | £ 14,796 |
Contract assets | 1,385 | 3,451 |
Lease deposits | 8,545 | 5,124 |
Total | 29,397 | 23,371 |
Current | 20,852 | 18,247 |
Non-current | £ 8,545 | £ 5,124 |
Financial Instruments (Deta_2
Financial Instruments (Details) - Schedule of interest-bearing loans and borrowings - GBP (£) £ in Thousands | 6 Months Ended | |
Dec. 31, 2021 | Jun. 30, 2022 | |
Current [member] | ||
Financial Instruments (Details) - Schedule of interest-bearing loans and borrowings [Line Items] | ||
Lease liabilities, Interest rate | 1 – 11% | |
Lease liabilities, Maturity | Within one year | |
Lease liabilities | £ 18,826 | £ 22,437 |
Convertible notes, Interest rate | 2.00% | |
Convertible notes, Maturity | Within one year | |
Convertible notes | 1,299 | |
Bank loans, Interest rate | 2.00% | |
Bank loans, Maturity | Within one year | |
Bank loans | £ 635 | 165 |
Stocking loans, Interest rate | Base rate + 0.5% – 13.9% | |
Stocking loans, Maturity | On earlier of sale or 180 – 330 days / Within one year | |
Stocking loans | £ 169,170 | 196,101 |
Subscription facilities, Interest rate | Base rate +1.7% – 3.7% 3.15% – 6.0% | |
Subscription facilities, Maturity | Within one year | |
Subscription facilities | £ 10,188 | 25,479 |
Mortgages | 547 | |
Current, total | £ 199,366 | 245,481 |
Non-current [Member] | ||
Financial Instruments (Details) - Schedule of interest-bearing loans and borrowings [Line Items] | ||
Lease liabilities, Interest rate | 1 – 11% | |
Lease liabilities, Maturity | 2023 – 2042 | |
Lease liabilities | £ 71,574 | 98,522 |
Convertible notes, Interest rate | 2.00% | |
Convertible notes, Maturity | 2027 | |
Convertible notes | 358,361 | |
Bank loans, Interest rate | ||
Bank loans, Maturity | ||
Bank loans | £ 815 | |
Stocking loans, Interest rate | Base rate + 3.0% – 13.9% | |
Stocking loans, Maturity | 2024 | |
Stocking loans | £ 8,809 | 13,319 |
Subscription facilities, Interest rate | Base rate + 1.7% – 3.7% 3.15% – 12.0% | |
Subscription facilities, Maturity | 2023 – 2026 | |
Subscription facilities | £ 56,987 | 49,495 |
Mortgages | 1,502 | |
Non-Current, total | £ 139,687 | £ 519,697 |
Financial Instruments (Deta_3
Financial Instruments (Details) - Schedule of other financial liabilities - GBP (£) £ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Financial liabilities at fair value through profit or loss | ||
Other financial liabilities | £ 118,237 | £ 42,692 |
Current | ||
Non-current | 118,237 | 42,692 |
Warrants [Member] | ||
Financial liabilities at fair value through profit or loss | ||
Other financial liabilities | 5,675 | 42,692 |
Embedded Derivative [Member] | ||
Financial liabilities at fair value through profit or loss | ||
Other financial liabilities | £ 112,562 |
Financial Instruments (Deta_4
Financial Instruments (Details) - Schedule of financial assets and financial liabilities £ in Thousands | Jun. 30, 2022 GBP (£) |
Financial Instruments (Details) - Schedule of financial assets and financial liabilities [Line Items] | |
Fair value | £ 118,237 |
Level 1 [Member] | |
Financial Instruments (Details) - Schedule of financial assets and financial liabilities [Line Items] | |
Fair value | 1,493 |
Level 2 [Member] | |
Financial Instruments (Details) - Schedule of financial assets and financial liabilities [Line Items] | |
Fair value | |
Level 3 [Member] | |
Financial Instruments (Details) - Schedule of financial assets and financial liabilities [Line Items] | |
Fair value | 116,744 |
Warrants [Member] | |
Financial Instruments (Details) - Schedule of financial assets and financial liabilities [Line Items] | |
Fair value | 5,675 |
Warrants [Member] | Level 1 [Member] | |
Financial Instruments (Details) - Schedule of financial assets and financial liabilities [Line Items] | |
Fair value | 1,493 |
Warrants [Member] | Level 2 [Member] | |
Financial Instruments (Details) - Schedule of financial assets and financial liabilities [Line Items] | |
Fair value | |
Warrants [Member] | Level 3 [Member] | |
Financial Instruments (Details) - Schedule of financial assets and financial liabilities [Line Items] | |
Fair value | 4,182 |
Embedded Derivative [Member] | |
Financial Instruments (Details) - Schedule of financial assets and financial liabilities [Line Items] | |
Fair value | 112,562 |
Embedded Derivative [Member] | Level 1 [Member] | |
Financial Instruments (Details) - Schedule of financial assets and financial liabilities [Line Items] | |
Fair value | |
Embedded Derivative [Member] | Level 2 [Member] | |
Financial Instruments (Details) - Schedule of financial assets and financial liabilities [Line Items] | |
Fair value | |
Embedded Derivative [Member] | Level 3 [Member] | |
Financial Instruments (Details) - Schedule of financial assets and financial liabilities [Line Items] | |
Fair value | £ 112,562 |
Financial Instruments (Deta_5
Financial Instruments (Details) - Schedule of fair value of the private warrants and the embedded derivative | 6 Months Ended |
Jun. 30, 2022 | |
Private Warrants [Member] | |
Financial Instruments (Details) - Schedule of fair value of the private warrants and the embedded derivative [Line Items] | |
Expected term (years) | 7 years |
Expected volatility | 89.70% |
Dividend yield | |
Risk free interest rate | 3% |
Embedded Derivative [Member] | |
Financial Instruments (Details) - Schedule of fair value of the private warrants and the embedded derivative [Line Items] | |
Expected term (years) | 5 years |
Expected volatility | 58.30% |
Dividend yield | |
Risk free interest rate | 3% |
Financial Instruments (Deta_6
Financial Instruments (Details) - Schedule of fair value movements £ in Thousands | 6 Months Ended |
Jun. 30, 2022 GBP (£) | |
Financial Instruments (Details) - Schedule of fair value movements [Line Items] | |
At January 1, 2022 | £ 42,692 |
Issuances | 251,288 |
Fair value movement | (209,925) |
Foreign exchange movements | 34,182 |
At June 30, 2022 | 118,237 |
Public warrants [Member] | |
Financial Instruments (Details) - Schedule of fair value movements [Line Items] | |
At January 1, 2022 | 13,418 |
Issuances | |
Fair value movement | (13,441) |
Foreign exchange movements | 1,516 |
At June 30, 2022 | 1,493 |
Private Warrants [Member] | |
Financial Instruments (Details) - Schedule of fair value movements [Line Items] | |
At January 1, 2022 | 29,274 |
Issuances | |
Fair value movement | (28,399) |
Foreign exchange movements | 3,307 |
At June 30, 2022 | 4,182 |
Embedded Derivative [Member] | |
Financial Instruments (Details) - Schedule of fair value movements [Line Items] | |
At January 1, 2022 | |
Issuances | 251,288 |
Fair value movement | (168,085) |
Foreign exchange movements | 29,359 |
At June 30, 2022 | £ 112,562 |
Provisions (Details)
Provisions (Details) | 6 Months Ended |
Jun. 30, 2022 | |
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 £ in Thousands | 6 Months Ended |
Jun. 30, 2022 GBP (£) | |
Provisions (Details) - Schedule of provisions [Line Items] | |
Beginning balance | £ 7,985 |
Acquisition of subsidiaries | 631 |
Recognized during the period | 7,300 |
Ending balance | 15,916 |
Current | 6,432 |
Non-current | 9,484 |
Dilapidation [member] | |
Provisions (Details) - Schedule of provisions [Line Items] | |
Beginning balance | 7,985 |
Acquisition of subsidiaries | |
Recognized during the period | 717 |
Ending balance | 8,702 |
Current | |
Non-current | 8,702 |
Restructuring [member] | |
Provisions (Details) - Schedule of provisions [Line Items] | |
Beginning balance | |
Acquisition of subsidiaries | |
Recognized during the period | 6,432 |
Ending balance | 6,432 |
Current | 6,432 |
Non-current | |
Other [member] | |
Provisions (Details) - Schedule of provisions [Line Items] | |
Beginning balance | |
Acquisition of subsidiaries | 631 |
Recognized during the period | 151 |
Ending balance | 782 |
Current | |
Non-current | £ 782 |
Cash and cash equivalents (Deta
Cash and cash equivalents (Details) - Schedule of cash and cash equivalents - GBP (£) £ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Schedule Of Cash And Cash Equivalents Abstract | ||
Cash at bank available on demand | £ 310,634 | £ 181,818 |
Cash held in short term deposit accounts | 90,564 | 10,811 |
Total cash and cash equivalents | £ 401,198 | £ 192,629 |
Share-Based Payments (Details)
Share-Based Payments (Details) - GBP (£) £ in Millions | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Disclosure Of Share Based Payment Arrangements Text Block Abstract | |||
Share-based payment charge | £ 35.1 | £ 12.7 | |
Options outstanding | 63,138,049 | 74,262,739 |
Share-Based Payments (Details)
Share-Based Payments (Details) - Schedule of options were granted | 6 Months Ended |
Jun. 30, 2022 shares | |
Incentive Equity Plan [Member] | |
Share-Based Payments (Details) - Schedule of options were granted [Line Items] | |
Number | 1,850,886 |
Grant date | 01/01/2022 |
Expiry date | 01/01/2032 |
Incentive Equity Plan [Member] | |
Share-Based Payments (Details) - Schedule of options were granted [Line Items] | |
Number | 1,191,300 |
Grant date | 01/04/2022 |
Expiry date | 01/04/2032 |
SAYE scheme [Member] | |
Share-Based Payments (Details) - Schedule of options were granted [Line Items] | |
Number | 1,496,903 |
Grant date | 26/01/2022 |
Expiry date | 31/08/2025 |
Share-Based Payments (Details_2
Share-Based Payments (Details) - Schedule of fair value of the employee share options granted | 6 Months Ended | |
Jun. 30, 2022 £ / shares | ||
Incentive Equity Plan [Member] | ||
Share-Based Payments (Details) - Schedule of fair value of the employee share options granted [Line Items] | ||
Exercise price | ||
Expected volatility | ||
Dividend yield | ||
Risk free interest rate | ||
Fair value per share1 | [1] | |
Incentive Equity Plan [Member] | Bottom of range [Member] | ||
Share-Based Payments (Details) - Schedule of fair value of the employee share options granted [Line Items] | ||
Fair value per share1 | 2.13 | [1] |
Incentive Equity Plan [Member] | Top of range [Member] | ||
Share-Based Payments (Details) - Schedule of fair value of the employee share options granted [Line Items] | ||
Fair value per share1 | 4.46 | [1] |
SAYE scheme [Member] | ||
Share-Based Payments (Details) - Schedule of fair value of the employee share options granted [Line Items] | ||
Exercise price | £ 3.6 | |
Expected volatility | 53.40% | |
Dividend yield | ||
Risk free interest rate | 1.15% | |
Fair value per share1 | £ 0.73 | [1] |
[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. |
Related Party Transactions (Det
Related Party Transactions (Details) | 6 Months Ended |
Jun. 30, 2021 GBP (£) | |
Related Party Transactions [Abstract] | |
Related party transactions |