Document And Entity Information
Document And Entity Information | 6 Months Ended |
Jun. 30, 2023 | |
Document Information Line Items | |
Entity Registrant Name | Cazoo Group Ltd |
Document Type | F-1 |
Amendment Flag | false |
Entity Central Index Key | 0001859639 |
Entity Emerging Growth Company | false |
Entity Incorporation, State or Country Code | E9 |
Entity Address, Address Line One | 41 Chalton Street |
Entity Address, City or Town | London |
Entity Address, Postal Zip Code | NW1 1JD |
Entity Address, Country | GB |
City Area Code | +44 20 |
Local Phone Number | 3901 3488 |
Business Contact | |
Document Information Line Items | |
Entity Address, Address Line One | 850 Library Avenue |
Entity Address, City or Town | Newark |
Entity Address, Postal Zip Code | 19711 |
City Area Code | 302 |
Local Phone Number | 738-6680 |
Contact Personnel Name | Puglisi & Associates |
Entity Address, Address Line Two | Suite 204 |
Entity Address, State or Province | DE |
Unaudited Condensed Consolidate
Unaudited Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income - GBP (£) £ in Thousands | 6 Months Ended | 12 Months Ended | ||||||||
Jun. 30, 2023 | Jun. 30, 2022 | [2] | Dec. 31, 2022 | Dec. 31, 2021 | [4] | Dec. 31, 2020 | ||||
Continuing operations | ||||||||||
Revenue | £ 418,562 | [1] | £ 583,220 | [1] | £ 1,248,591 | [3] | £ 655,423 | [3] | £ 162,208 | [3] |
Cost of sales | (395,779) | (577,547) | (1,228,324) | (632,114) | (165,082) | |||||
Gross profit | 22,783 | 5,673 | 20,267 | 23,309 | (2,874) | |||||
Marketing expenses | (18,803) | (37,463) | (62,596) | (63,165) | (36,110) | |||||
Selling and distribution expenses | (34,614) | (51,352) | (96,246) | (54,172) | (17,693) | |||||
Administrative expenses | (104,661) | (262,235) | (529,907) | (218,855) | (42,358) | |||||
Loss from operations | (135,295) | (345,377) | (668,482) | (312,883) | (99,035) | |||||
Finance income | 2,671 | 571 | 2,111 | 232 | 486 | |||||
Finance expense | (33,009) | (20,165) | (53,339) | (4,663) | (1,298) | |||||
Other income and expenses | 14,378 | [5] | 157,973 | [5] | 194,236 | [6] | (214,140) | [6] | [6] | |
Loss before tax | (151,255) | (206,998) | (525,474) | (531,454) | (99,847) | |||||
Tax credit | 6,319 | 7,352 | 2,162 | 969 | ||||||
Loss for the period from continuing operations | (151,255) | (200,679) | (518,122) | (529,292) | (98,878) | |||||
Discontinued operations | ||||||||||
Profit/(Loss) after tax from discontinued operations | 871 | (40,779) | (185,762) | (14,217) | (3,809) | |||||
Loss for the period | (150,384) | (241,458) | (703,884) | (543,509) | (102,687) | |||||
Other comprehensive income that may be reclassified to profit or loss in subsequent periods | ||||||||||
Exchange differences on translation of foreign operations | (1,987) | 4,031 | 6,449 | (1,577) | ||||||
Total comprehensive loss for the period | £ (152,371) | £ (237,427) | £ (697,435) | £ (545,086) | £ (102,687) | |||||
Earnings per share: | ||||||||||
Basic loss per ordinary share (in Pounds per share and Dollars per share) | £ (3.9) | [7] | £ (6.36) | [7] | £ (18.48) | [8] | £ (16.27) | [8] | £ (3.99) | [8] |
Diluted loss per ordinary share (in Pounds per share and Dollars per share) | (3.9) | [7] | (6.36) | [7] | (18.48) | [8] | (16.27) | [8] | (3.99) | [8] |
Earnings per share from continuing operations: | ||||||||||
Basic loss per ordinary share from continuing operations (in Pounds per share and Dollars per share) | (3.92) | [7] | (5.29) | [7] | (13.61) | [8] | (15.85) | [8] | (3.84) | [8] |
Diluted loss per ordinary share from continuing operations (in Pounds per share and Dollars per share) | £ (3.92) | [7] | £ (5.29) | [7] | £ (13.61) | [8] | £ (15.85) | [8] | £ (3.84) | [8] |
[1] Revenue excludes £nil 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, 2022: £1.9 million). The H1 2022 reporting period has been restated to show the EU segment as a discontinued operation. Revenue excludes £1.9 million of sales in 2022 where Cazoo sold vehicles as an agent for third parties and only the net commission received from those sales is recorded within revenue (2021: £17.4 million, 2020: £nil). Other income and expenses includes fair value movement in the Convertible Notes, embedded derivative and warrants, and foreign exchange movements. Other income and expenses includes fair value movement in the Convertible Notes and embedded derivative, fair value movement in the warrants and foreign exchange movements. The Basic and diluted loss per ordinary share has been adjusted retrospectively for the reverse stock split which became effective on February 8, 2023. See Note 15 for further details on the reverse stock split. The basic and diluted loss per ordinary share has been adjusted retrospectively for the reverse stock split which became effective on February 8, 2023. Refer to Note 28 for further details. |
Unaudited Condensed Consolida_2
Unaudited Condensed Consolidated Statement of Financial Position - GBP (£) £ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Non-current assets | ||||
Property, plant and equipment | £ 53,740 | £ 122,713 | £ 180,955 | |
Right-of-use assets | 95,839 | 118,814 | 92,254 | |
Intangible assets and goodwill | 16,980 | 16,369 | 261,514 | |
Trade and other receivables | 6,018 | 6,500 | 9,968 | |
Total non-current assets | 172,577 | 264,396 | 544,691 | |
Current assets | ||||
Inventory | 130,119 | 232,565 | 364,585 | |
Trade and other receivables | 31,069 | 56,259 | 77,884 | |
Cash and cash equivalents | 194,578 | 245,879 | 192,629 | |
Other current assets | 355,766 | 534,703 | 635,098 | |
Assets held for sale | 65,805 | |||
Total current assets | 355,766 | 600,508 | 635,098 | |
Total assets | 528,343 | 864,904 | 1,179,789 | |
Current liabilities | ||||
Trade and other payables | 55,190 | 68,201 | 79,284 | |
Loans and borrowings | 84,137 | 178,084 | 180,540 | |
Convertible Notes and embedded derivative | 1,248 | 1,301 | ||
Lease liabilities | 17,972 | 28,596 | 18,826 | |
Provisions | 9,436 | 26,538 | ||
Other current liabilities | 167,983 | 302,720 | 278,650 | |
Liabilities directly associated with the assets held for sale | 39,602 | |||
Total Current liabilities | 167,983 | 342,322 | 278,650 | |
Non-current liabilities | ||||
Loans and borrowings | 2,338 | 4,113 | 68,113 | |
Convertible Notes and embedded derivative | 354,147 | 347,739 | ||
Warrants | 16 | 515 | 42,692 | |
Lease liabilities | 76,056 | 88,864 | 71,574 | |
Provisions | 5,736 | 8,752 | 7,985 | |
Deferred tax | 86 | |||
Total non-current liabilities | 438,293 | 449,983 | 190,450 | |
Total liabilities | 606,276 | 792,305 | 469,100 | |
Net assets | (77,933) | 72,599 | 710,689 | |
Share capital | 55 | 55 | 55 | |
Share premium | 925,637 | 925,637 | 902,586 | |
Merger reserve | 420,834 | 420,834 | 420,834 | |
Retained earnings | (1,427,344) | (1,278,799) | (611,209) | |
Foreign currency translation reserve | 2,885 | 4,872 | (1,577) | |
Total equity | £ (77,933) | £ 72,599 | £ 710,689 | [1] |
[1] The comparatives are based on the operations of Cazoo Holdings prior to the Transaction. The consolidated financial statements are prepared as a continuation of the financial statements of Cazoo Holdings, the accounting acquirer, with a recapitalization to reflect the capital structure of Cazoo Group Ltd. Refer to Note 1 for further details. |
Consolidated Statement of Chang
Consolidated Statement of Changes in Equity - GBP (£) £ in Thousands | Share capital | Share premium | Merger reserve | Retained earnings | Foreign currency translation reserve | Total | ||
Balance at Dec. 31, 2019 | [1] | £ 81,500 | £ (17,944) | £ 63,556 | ||||
Comprehensive loss for the year | ||||||||
Loss for the period | (102,687) | (102,687) | ||||||
Other comprehensive income | ||||||||
Total comprehensive loss | (102,687) | |||||||
Contributions by and distributions to owners | ||||||||
Issue of share capital | 365,870 | 365,870 | ||||||
Group restructuring | [1] | (181,250) | 181,250 | |||||
Share-based payments | 3,759 | 3,759 | ||||||
Balance at Dec. 31, 2020 | [1] | 266,120 | 181,250 | (116,872) | 330,498 | |||
Comprehensive loss for the year | ||||||||
Loss for the period | (543,509) | (543,509) | [2] | |||||
Other comprehensive income | (1,577) | (1,577) | ||||||
Total comprehensive loss | [2] | (545,086) | ||||||
Contributions by and distributions to owners | ||||||||
Acquisition of subsidiaries | [3] | 5,365 | 65,348 | 70,713 | ||||
Exercise of warrants | 11,967 | 11,967 | ||||||
Recapitalization at the Transaction | [1] | 55 | 619,134 | 174,236 | 793,425 | |||
Exercise of options | (1,540) | (1,540) | ||||||
Share-based payments | 43,287 | 43,287 | ||||||
Taxation recognized directly in equity | 7,425 | 7,425 | ||||||
Balance at Dec. 31, 2021 | [1] | 55 | 902,586 | 420,834 | (611,209) | (1,577) | 710,689 | |
Comprehensive loss for the year | ||||||||
Loss for the period | (241,458) | (241,458) | [4] | |||||
Other comprehensive income | 4,031 | 4,031 | ||||||
Total comprehensive loss | (241,458) | 4,031 | (237,427) | [4] | ||||
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) | ||||||
Balance at Jun. 30, 2022 | 55 | 925,637 | 420,834 | (825,503) | 2,454 | 523,477 | ||
Balance at Dec. 31, 2021 | [1] | 55 | 902,586 | 420,834 | (611,209) | (1,577) | 710,689 | |
Comprehensive loss for the year | ||||||||
Loss for the period | (703,884) | (703,884) | ||||||
Other comprehensive income | 6,449 | 6,449 | ||||||
Total comprehensive loss | (697,435) | |||||||
Contributions by and distributions to owners | ||||||||
Acquisition of subsidiaries | 23,051 | 23,051 | ||||||
Share-based payments | 43,719 | 43,719 | ||||||
Taxation recognized directly in equity | (7,425) | (7,425) | ||||||
Balance at Dec. 31, 2022 | 55 | 925,637 | 420,834 | (1,278,799) | 4,872 | 72,599 | ||
Comprehensive loss for the year | ||||||||
Loss for the period | (150,384) | (150,384) | ||||||
Other comprehensive income | (1,987) | (1,987) | ||||||
Total comprehensive loss | (150,384) | (1,987) | (152,371) | |||||
Contributions by and distributions to owners | ||||||||
Share-based payments | 1,839 | 1,839 | ||||||
Taxation recognized directly in equity | ||||||||
Balance at Jun. 30, 2023 | £ 55 | £ 925,637 | £ 420,834 | £ (1,427,344) | £ 2,885 | £ (77,933) | ||
[1] The comparatives are based on the operations of Cazoo Holdings prior to the Transaction. The consolidated financial statements are prepared as a continuation of the financial statements of Cazoo Holdings, the accounting acquirer, with a recapitalization to reflect the capital structure of Cazoo Group Ltd. 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. The H1 2022 reporting period has been restated to show the EU segment as a discontinued operation. |
Consolidated Statement of Cash
Consolidated Statement of Cash Flows - GBP (£) £ in Thousands | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Statement of cash flows [abstract] | |||||
Loss for the period from continuing operations | £ (151,255) | £ (197,133) | £ (518,122) | £ (529,292) | £ (98,878) |
Gain/(Loss) for the period from discontinued operations | 871 | (44,325) | (185,762) | (14,217) | (3,809) |
Adjustments for: | |||||
Depreciation and impairment of property, plant and equipment and right-of-use assets | 38,319 | 26,552 | 57,577 | 28,791 | 11,759 |
Amortization and impairment of intangible assets | 3,642 | 142,146 | 322,565 | 35,995 | 1,361 |
Finance income | (2,671) | (571) | (2,131) | (233) | (486) |
Finance expense | 32,703 | 22,606 | 57,358 | 5,716 | 1,298 |
Share-based payment expense | 1,881 | 35,096 | 44,496 | 43,871 | 3,759 |
IFRS 2 expense on the Transaction | 240,810 | ||||
Fair value movement in the Convertible Notes and embedded derivative, fair value movement in the warrants and foreign exchange movements | (14,378) | (157,973) | (194,236) | (26,671) | |
Tax credit | (9,865) | (10,012) | (5,704) | (969) | |
Fair value adjustments | 252 | ||||
Impairment loss on remeasurement of the disposal group | 2,518 | ||||
Loss on disposal of property, plant and equipment | 3,263 | 2,879 | |||
Gain on lease terminations | (2,042) | ||||
Loss on sale of discontinued operations | 6,278 | 14,509 | |||
Loss on sale and leaseback transactions | 1,934 | ||||
(Decrease)/Increase in provisions | (23,045) | 5,679 | 31,646 | ||
Total | (106,182) | (177,788) | (374,781) | (220,934) | (85,965) |
Movements in working capital: | |||||
Decrease/(Increase) in trade and other receivables | 26,984 | (20,988) | 19,797 | (23,192) | (4,789) |
Decrease/(Increase) in inventory | 136,593 | (8,125) | 165,213 | (247,745) | (36,961) |
Decrease/(Increase) in subscription vehicles | 1,464 | (62,001) | (54,132) | (80,925) | |
(Decrease)/Increase in trade and other payables | (16,365) | 54,353 | (9,127) | 16,074 | 10,394 |
Total working capital movements | 148,676 | (36,761) | 121,751 | (335,788) | (31,356) |
Other cash flows from operating activities: | |||||
Interest received | 2,671 | 571 | 2,131 | 233 | 478 |
Tax credit received | 112 | 501 | 969 | ||
Net cash from/(used in) operating activities | 45,277 | (213,978) | (250,398) | (556,489) | (115,874) |
Cash flows from investing activities | |||||
Purchases of property, plant and equipment | (936) | (18,677) | (33,625) | (29,466) | (17,919) |
Disposals of property, plant and equipment | 1,633 | 8,320 | |||
Purchases and development of intangible assets | (4,253) | (14,973) | (18,133) | (14,260) | (1,889) |
Acquisition of subsidiaries, net of cash acquired | (34,121) | (33,142) | (190,934) | (16,530) | |
Deferred consideration paid | (5,554) | ||||
Disposal of discontinued operations, net of cash disposed of | 19,247 | (9,669) | |||
Proceeds from sale and leasebacks | 12,686 | 10,752 | |||
Proceeds from lease modifications | 5,520 | 5,520 | |||
Net cash from/(used in) investing activities | 15,691 | (49,565) | (75,531) | (234,660) | (36,338) |
Cash flows from financing activities | |||||
Net proceeds from Convertible Notes | 460,021 | 460,021 | |||
Net proceeds from the Transaction | 622,164 | ||||
Issue of ordinary shares | 348,870 | ||||
Proceeds from warrants exercised from Drover acquisition | 5,300 | ||||
Exercise of share options | (1,540) | ||||
Proceeds from stocking loans | 321,729 | 600,557 | 1,202,039 | 665,325 | 216,444 |
Proceeds from subscription facilities | 33,035 | 101,967 | 107,683 | ||
Proceeds from secured asset financing, bank loans and mortgages | 5,985 | ||||
Repayment of stocking loans | (400,971) | (569,116) | (1,218,427) | (574,055) | (196,082) |
Repayment of subscription facilities | (21,669) | (35,430) | (120,559) | (60,386) | |
Repayment of secured asset financing, bank loans and mortgages | (2,260) | (3,334) | (3,862) | (683) | (443) |
Interest paid on loans and borrowings | (8,582) | (7,518) | (18,724) | (4,185) | (1,298) |
Lease payments | (10,404) | (14,294) | (29,198) | (18,597) | (6,294) |
Excess proceeds above fair value from sale and leasebacks | 1,086 | 1,086 | |||
Net cash (used in)/from financing activities | (122,157) | 465,007 | 380,328 | 741,026 | 361,197 |
Net (decrease)/increase in cash and cash equivalents | (61,189) | 201,464 | 54,399 | (50,123) | 208,985 |
Cash and cash equivalents at the beginning of the period | 258,321 | 192,629 | 192,629 | 243,524 | 34,539 |
Net foreign exchange difference | (2,554) | 7,105 | 11,293 | (772) | |
Cash and cash equivalents at the end of the period | £ 194,578 | £ 401,198 | £ 258,321 | £ 192,629 | £ 243,524 |
Reporting Entity
Reporting Entity | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
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 Cazoo Group Ltd and its subsidiaries. | 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 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 The Transaction On March 29, 2021, Ajax I, a Cayman Islands exempted company (“ Ajax Listco 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”) became listed on the NYSE under the symbol “CZOO”. The 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 comparatives are based on the operations of Cazoo Holdings prior to the Transaction. |
Significant Accounting Policies
Significant Accounting Policies | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Significant Accounting Policies [Abstract] | ||
Significant accounting policies | 2. Basis of preparation The unaudited condensed consolidated interim financial statements for the six months ended June 30, 2023 have been prepared in accordance with Accounting Standard IAS 34 Interim Financial Reporting Except as described in Note 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, 2022. 2.1 Going concern The unaudited condensed consolidated interim financial statements have been prepared on a going concern basis. On January 18, 2023 the Company announced its revised 2023 plan (the “Revised 2023 Plan”), which aims to improve the unit economics of the business. The Group has implemented the Revised 2023 Plan during the six months ended June 30, 2023, and in the course of the first half of the year, the Group has closed certain of its vehicle preparation centers, customer centers, offices and has made significant headcount reductions. In accordance with the Revised 2023 Plan, the Group has focused on improving unit economics, reducing its fixed cost base and maximizing its cash runway. This has resulted in a significant improvement in retail gross profit per unit to £1,106 for the six months ended June 30, 2023. The Group has completed headcount and operational footprint rightsizing as part of the Revised 2023 Plan. These actions have delivered a reduction in the Group’s cash consumption during the six months ended June 30, 2023. For the going concern assessment, the Group has prepared a five-year plan which extends the Revised 2023 Plan through to 2027 (the “Five-Year Plan”). The Five-Year Plan includes actions to increase liquidity such as reduced fixed costs, the sale and leaseback of owned property and a reduction in inventory. The base case scenario has a forecast cash balance of around £70 million at August 31, 2024, the date looked at from a going concern perspective. There are certain inherent uncertainties in forecasting operating performance, including gross profit margin. In assessing the appropriateness of the going concern assumption, management of the Group (“Management”) has assessed the probability of achieving the budget and the impact if this is not achieved. To do so Management developed a severe but plausible downside scenario to the above base case, whereby the most sensitive assumptions have been flexed. These include limiting average gross profit margin for the whole of the period to 6.5%, increasing overhead costs by £1 million per month, and reducing the proceeds from the remaining planned sale and leaseback transactions by 50%. The business works with three lenders and as at the date of this report has total available stocking facilities of £130 million, of which £82 million was utilized at June 30, 2023. The stocking facilities have no fixed end date and are subject to annual review. There are no financial covenants attached to these facilities but certain of these facilities have triggers to revise the loan-to-value terms if cash falls below a certain level. While cash would fall below the trigger levels in the severe but plausible downside scenario, inventory financing could be moved to those lenders without triggers and the revised terms are only implemented gradually over time. Therefore, the impact on the Group’s cash flows is not significant during the going concern period. The severe but plausible downside scenario pre mitigations results in a positive cash position but it would be below target minimum liquidity. However, Management has the following actions available to mitigate this: reducing discretionary marketing spend, capital expenditure, headcount, reducing inventory levels further, and raising external finance. While Management is confident that the base case scenario provides adequate liquidity for the Group through to August 31, 2024, the ability of the Group to satisfy its current liabilities and maintain sufficient daily liquidity is dependent on successful execution of that plan, including actions which have not yet been implemented. Therefore, the severe but plausible downside scenario, which adjusts for certain inherent uncertainties in forecasting operating performance, including gross profit margin and the status of implementing those plans described above, raises substantial doubt about the Group’s ability to continue as a going concern. Management’s plans to mitigate the downside scenario adjustments that raise substantial doubt regarding the Group’s ability to continue as a going concern cannot be guaranteed or are not entirely within the Company’s control and therefore cannot be considered probable. In addition to the factors set out above, Management also considered the Group’s debt in the form of its 2.00% Convertible Senior Notes due 2027 (the “Convertible Notes”) which bear regular interest at a fixed 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 interest, upon the occurrence of a Fundamental Change, which includes, among other things, if the Company’s Class A ordinary shares cease to be listed on the New York Stock Exchange (“NYSE”), (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 accompanying unaudited condensed consolidated interim financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the ordinary course of business and the Group maintaining a listing on the NYSE. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of the uncertainties described above. 2.2 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, 2022, except for the adoption of new standards effective as of January 1, 2023. The Group has not early adopted any standard, interpretation or amendment that has been issued but is not yet effective. The Group has adopted International Tax Reform – Pillar Two Model Rules – Amendments to IAS 12 Several amendments apply for the first time in 2023, but do not have an impact on the unaudited condensed consolidated interim financial statements of the Group: ● IFRS 17 Insurance Contracts ● Definition of Accounting Estimates - Amendments to IAS 8 ● Disclosure of Accounting Policies - Amendments to IAS 1 and IFRS Practice Statement 2 ● Deferred Tax related to Assets and Liabilities arising from a Single Transaction – Amendments to IAS 12 | 2. Significant accounting policies 2 1 Basis of preparation These consolidated financial statements have been prepared in accordance with international accounting standards in conformity with the requirements of International Financial Reporting Standards (IFRSs) as issued by the International Accounting Standards Board (IASB). They were authorized for issue by the Company’s Board of Directors on March 30, 2023. Details of the Group’s accounting policies are included in Note 3. In preparing these financial statements, management has made judgements, estimates and assumptions that affect the application of the Group’s accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to estimates are recognized prospectively. The areas where judgements and estimates have been made in preparing the financial statements and their effect are disclosed in Note 4. 2.2 Basis of consolidation The consolidated financial statements comprise the financial statements of the Company and its subsidiaries as at December 31, 2022. Control is achieved when the Group is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. Specifically, the Group controls an investee if, and only if, the Group has: ● Power over the investee ● Exposure, or rights, to variable returns from its involvement with the investee ● The ability to use its power over the investee to affect its returns When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies in line with the Group’s accounting policies. All intra-group assets and liabilities, equity, income, expenses and cash flows relating to transactions between members of the Group are eliminated in full on consolidation. A change in the ownership interest of a subsidiary, without a loss of control, is accounted for as an equity transaction. The results of subsidiaries acquired are included from the date the Group obtained control of the subsidiary. 2.3 Basis of measurement The financial statements have been prepared on the historical cost basis, except for financial assets, financial liabilities and share-based payments that have been measured at fair value. 2.4 New and amended standards and interpretations The Group has not early adopted any standard, interpretation or amendment that has been issued but is not yet effective. Several amendments apply for the first time in 2022, but do not have an impact on the consolidated 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 2.5 Standards issued but not yet effective The new and amended standards and interpretations that are issued, but not yet effective, up to the date of the issuance of the Group’s financial statements are listed below. The Group intends to adopt these new and amended standards, if applicable, when they become effective. The new standards and amendments are not expected to have a material impact on the Group. Effective for annual reporting periods beginning on or after January 1, 2023: ● Amendments to IAS 1: Classification of Liabilities as Current or Non-current ● Definition of Accounting Estimates – Amendments to IAS 8 ● Disclosure of Accounting Policies – Amendments to IAS 1 and IFRS Practice Statement 2 2.6 Presentational currency These financial statements are presented in Pounds Sterling, which is the Group’s functional currency. All amounts have been rounded to the nearest thousand, unless otherwise indicated. 2.7 Going concern The financial statements have been prepared on a going concern basis. The Board of Directors have approved a budget for the financial year ended December 31, 2023 which targets a lower retail volume of 40,000-50,000 units compared to approximately 65,000 units in the year ended December 31, 2022. This plan is designed to allow the Group to focus on unit economics through higher margin, faster moving inventory and rationalization of its operational footprint. In line with the lower unit expectations for 2023 and the current economic climate, the plan includes the closure of certain vehicle preparation centers, customer collection centers and further headcount reductions, which are already underway. The plan is expected to deliver a significant reduction in the Group’s cash consumption and continued progress towards the Group’s goal of reaching profitability, without the need to raise further external funding over the going concern period to April 30, 2024. The 2023 budget has a forecast cash balance of over £120 million at December 31, 2023. The 2023 budget has then been extended through to April 30, 2024, for the going concern assessment, with a forecast cash balance of over £80 million at April 30, 2024. The plan includes actions to increase liquidity such as a prospective sale and leaseback of owned property, the continued financing of UK retail inventory and the unwinding of the UK subscriptions business to realize cash from subscription vehicles in property, plant and equipment. Given the stage of evolution of the Group, there are certain inherent uncertainties in forecasting operating performance, including gross profit margin. Therefore, in assessing the appropriateness of the going concern assumption, Management of the Group (“ Management 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. Under all circumstances, Management will be seeking to sublet empty vehicle preparation centers and customer collection centers and to improve the mainland Europe exit plans. Management believes these mitigating actions, in combination, could give rise to additional savings of over £35 million in the period. Therefore downside scenarios such as those described, and certain inherent uncertainties in forecasting operating performance, including gross profit margin, and the status of implementing those plans described above, combine to raise substantial doubt about the Group’s ability to continue as a going concern. Management’s plans to alleviate the conditions that raise substantial doubt regarding the Group’s ability to continue as a going concern cannot be guaranteed or are not entirely within the Company’s control and therefore cannot be considered probable. The Group utilizes stocking finance to support inventory purchasing. In the UK, the business works with four lenders and had total available stocking facilities of £240 million at December 31, 2022, of which £162 million was utilized. The stocking facilities have no fixed end date but are subject to annual review. Management are proactively reducing the available facilities to reflect the lower volume 2023 budget. There are no financial covenants attached to these facilities. Certain of these facilities have triggers to revise the loan-to-value 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. The Group also has debt in the form of Convertible Notes which bear regular interest at a fixed 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 interest, upon the occurrence of a Fundamental Change, which includes, among other things, if the Class A Shares cease to be listed on the New York Stock Exchange (“ NYSE Indenture The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the ordinary course of business and the Group maintaining a listing on the NYSE. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of the uncertainties described above. |
Accounting Policies
Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure of Accounting Policies [Abstract] | |
Accounting Policies | 3. Accounting policies 3.1 Revenue The Group evaluates revenue from contracts with customers based on the five-step model under IFRS 15: (1) identify the contract with the customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the separate performance obligations; and (5) recognize revenues when (or as) each performance obligation is satisfied. Revenue is measured based on the consideration the Group expects to be entitled to in a contract with a customer and excludes amounts collected on behalf of third parties. The Group recognizes revenue when it transfers control over a product or service to a customer. Retail The Group sells reconditioned vehicles directly to its customers, primarily through its online platform. The prices of vehicles are set forth in the customer contracts at stand-alone selling prices, which are agreed prior to delivery. The Group satisfies its performance obligations for vehicle sales upon delivery when the transfer of title, risks, and rewards of ownership and control pass to the customer. The Group recognizes revenue at the agreed-upon purchase price stated in the contract less an estimate for returns. Estimates for returns are based on an analysis of historical experience, trends and sales data. Changes in these estimates are reflected as an adjustment to revenue in the period identified. The amount of consideration received for vehicles includes non-cash consideration representing the value of part exchange vehicles, if applicable. The value of part exchange vehicles is agreed by the customer at the time of purchase and is stated in the contract. Prior to the delivery of the vehicle, the payment is received, or financing has been arranged. Revenue is recognized net of sales tax. Retail revenue also includes the fixed commission from the sale of a small number of vehicles where Cazoo acts as an agent. Under IFRS 15 only the net commission received from these sales is recorded within revenue, with 100% of that revenue contributing towards gross profit. Contract liabilities relate to undelivered retail orders. Contract liabilities are recognized at the point when cash is received for the order and are derecognized into revenue upon delivery to the customer. Retail revenue also comprises ancillary products (including financing commission, warranty commission, paint protection and any add-ons), together with delivery charges and admin fees. Ancillary revenues were previously included in “Other sales”. The comparatives for 2021 and 2020 have been restated for consistency. Customers purchasing vehicles from the Group may enter into a contract for finance or enter a contract to extend their warranty after the initial 90-day inclusive period through the Group’s platform. The Group acts as an agent and receives a commission for the arrangement of these contracts from the principal. The Group recognizes commission revenue at the time of sale, net of a reserve for estimated contract cancellations. The reserve for cancellations is estimated based upon historical experience and recent trends and is reflected as a reduction in revenue. Changes in these estimates are reflected as an adjustment to revenue in the period identified. Contract assets relate to commission revenue earned but not invoiced at the period end. The commission earned is conditional upon the delivery of the vehicle to the customer and no return being made by the customer. Wholesale The Group sells vehicles through car auctions to trade and other buyers. The vehicles sold via auction are primarily acquired from customers as part-exchanges or through our direct car buying channel that do not meet the Group’s quality standards to list and sell as retail vehicles. The Group satisfies its performance obligation for wholesale sales when the purchaser obtains control of the underlying vehicle which is at the point the vehicle is sold at auction. Other sales Other sales comprises revenue from walk-in servicing, subscription services, third-party reconditioning and the provision of data services. At the Group’s customer centers, vehicle servicing products are offered including interim, full and major servicing, MOT tests, general repairs and one-off checks and treatments. The Group satisfies its performance obligations at the point the agreed work is completed. The Group recognizes revenue at the agreed purchase price net of sales tax. The Group provided third-party reconditioning services during the year. The Group satisfies its performance obligations at the point the agreed work is completed. Revenue from subscription services is recognized under IFRS 16 and as such is recognized on a straight-line basis over the contract period. The subscription service allows customers to subscribe for a vehicle over a period of time for a monthly fee as an alternative to ownership. Revenue from the provision of related services such as maintenance and breakdown are recognized separately in accordance with IFRS 15 – over time, as the service is provided. The Group also provides data services whereby customers access selected Cazoo vehicle data for a monthly fee. Revenue is recognized in accordance with IFRS 15 based on actual data usage for these contracts. 3.2 Cost of sales Cost of sales primarily relates to vehicle acquisition costs and reconditioning costs, as well as any necessary adjustments to reflect vehicle inventory at the lower of cost and net realizable value. Vehicle reconditioning costs are the direct costs associated with preparing the vehicles for resale and typically include the cost of parts, labor and inbound transportation costs. Cost of sales also includes the cost of providing drive-away insurance, fuel, vehicle warranty, buyers fees, and other costs incurred in providing ancillary products and services. Cost of sales also includes the depreciation of cars out on subscription. 3.3 Leasing Group acting as a lessee The Group assesses at contract inception whether a contract is, or contains, a lease. That is, if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. The Group applies a single recognition and measurement approach for all leases, except for short-term leases and leases of low-value assets. The Group classifies assets with value less than £5,000 as low-value. The Group recognizes lease liabilities to make lease payments and right-of-use assets representing the right to use the underlying assets. Right-of-use assets The Group recognizes right-of-use assets at the commencement date of the lease (i.e. the date the underlying asset is available for use). Right-of-use assets are measured at cost, less any accumulated depreciation and impairment losses, and adjusted for any remeasurement of lease liabilities. The cost of right-of-use assets includes the amount of lease liabilities recognized, initial direct costs incurred, and lease payments made at or before the commencement date less any lease incentives received. Right-of-use assets are depreciated on a straight-line basis over the shorter of the lease term and the estimated useful lives of the assets, as follows: Leasehold property 1 – 20 years Fixtures and fittings 5 years Subscription vehicles 1 – 3 years Other motor vehicles 4 years The estimated useful life of leasehold property has decreased in the year ended December 31, 2022 as a result of lease modifications during the year. Depreciation of right-of-use subscription vehicles is recognized within cost of sales in the statement of profit or loss. Depreciation of other right-of-use assets is recognized within operating expenses in the statement of profit or loss. Lease liabilities At the commencement date of the lease, the Group recognizes lease liabilities measured at the present value of lease payments to be made over the lease term. The lease payments include fixed payments (including in-substance fixed payments) less any lease incentives receivable, variable lease payments that depend on an index or a rate, and amounts expected to be paid under residual value guarantees. Variable lease payments that do not depend on an index or a rate are recognized as expenses (unless they are incurred to produce inventory) in the period in which the event or condition that triggers the payment occurs. Interest on lease liabilities is recognized within finance expense in the statement of profit or loss. Sale and leaseback A sale and leaseback transaction is one where the Group sells an asset and immediately reacquires the use of the asset by entering into a lease with the buyer. The Group accounts for sale and leaseback transactions in accordance with IFRS 16. The Group derecognizes the underlying asset when it satisfies the criteria for the transfer of control to the buyer in accordance with IFRS 15. The Group recognizes the gain or loss, if any, that relates to the rights transferred to the buyer and adjusted for off-market terms. The Group recognizes a right-of-use asset and a lease liability for the leaseback. Group acting as a lessor The subscription of vehicles to customers is recognized under IFRS 16. When the Group acts as a lessor, it determines at the lease inception whether each lease is a finance lease or an operating lease. To classify each lease, the Group makes an overall assessment of whether the lease transfers substantially all of the risks and rewards incidental to ownership of the underlying asset. If this is the case, then the lease is a finance lease; if not, then it is an operating lease. As part of this assessment, the Group considers certain indicators such as whether the lease is for the major part of the economic life of the asset. When the Group is an intermediate lessor, it accounts for its interests in the head lease and the sub-lease separately. It assesses the lease classification of a sub-lease with reference to the right-of-use asset arising from the head lease, not with reference to the underlying asset. If a head lease is a short-term lease to which the Group applies the short-term lease exemption, then it classifies the sub-lease as an operating lease. If an arrangement contains lease and non-lease components, then the Group applies IFRS 15 to allocate the consideration in the contract. The Group recognizes lease payments received under operating leases as revenue on a straight-line basis over the lease term as part of “Other sales”. The Group recognizes finance income over the lease term, reflecting a constant periodic rate of return on the Group’s net investment in the lease. The Group applies the derecognition and impairment requirements in IFRS 9 to the net investment in the lease. The Group further regularly reviews estimated unguaranteed residual values used in calculating the gross investment in the lease. 3.4 Employee benefits Short-term and long-term employee benefits A liability is recognized for benefits accruing to employees in respect of wages and salaries, annual leave and sick leave in the period the related service is rendered at the undiscounted amount of the benefits expected to be paid in exchange for that service. Liabilities recognized in respect of short-term employee benefits are measured at the undiscounted amount of the benefits expected to be paid in exchange for the related service. Defined contribution schemes Contributions to defined contribution pension schemes are charged to the statement of comprehensive income in the period to which they relate. 3.5 Share-based payments Equity-settled share-based payments to employees are measured at the fair value of the equity instruments at the grant date. The fair value determined at the grant date of the equity-settled share-based payments is expensed on a straight-line basis over the vesting period, based on the Group’s estimate of equity instruments that will eventually vest, with a corresponding increase in equity. At the end of each reporting period, the Group revises its estimate of the number of equity instruments expected to vest. The impact of the revision of the original estimates, if any, is recognized in the statement of profit or loss such that the cumulative expense reflects the revised estimate, with a corresponding adjustment to the retained earnings. Service and non-market performance conditions are not taken into account when determining the grant date fair value of awards, but the likelihood of the conditions being met is assessed as part of the Group’s best estimate of the number of equity instruments that will ultimately vest. Market performance conditions are reflected within the grant date fair value. Save As You Earn (“SAYE”) scheme 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. 3.6 Government grants Grants from the government are recognized at their fair value where there is reasonable assurance that the grant will be received, and the Group will comply with all attached conditions. The Group received subsidies for electric subscription vehicles from the German government during the year. Amounts received are initially recognized as deferred income and then recognized in the statement of profit or loss over the useful life of the asset. In the prior years, the Group received funds in connection to the Job Retention Scheme launched as part of the UK Government’s response to the COVID-19 pandemic. Amounts received were recognized net within the statement of profit or loss as income or a reduction to expenses. 3.7 Taxation Income tax expense represents the sum of the tax currently payable and deferred tax. Current tax The tax currently payable is based on taxable profit for the period. Taxable profit differs from “profit before tax” as reported in the statement of profit or loss and other comprehensive income because of items of income or expense that are taxable or deductible in other years and items that are never taxable or deductible. The Group’s current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period. Deferred tax Deferred tax assets and liabilities are recognized where the carrying amount of an asset or liability in the consolidated statement of financial position differs from its tax base, except for differences arising on: ● the initial recognition of goodwill; ● the initial recognition of an asset or liability in a transaction which is not a business combination and at the time of the transaction affects neither accounting or taxable profit; and ● investments in subsidiaries and jointly controlled entities where the Group is able to control the timing of the reversal of the difference and it is probable that the difference will not reverse in the foreseeable future. Recognition of deferred tax assets is restricted to those instances where it is probable that taxable profit will be available against which the difference can be utilized. The amount of the asset or liability is determined using tax rates that have been enacted or substantively enacted by the reporting date and are expected to apply when the deferred tax assets are recovered. Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when deferred income tax assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities where there is an intention to settle balances on a net basis. Current and deferred tax Current and deferred tax are recognized in the statement of profit or loss, except when they relate to items that are recognized in other comprehensive income or directly in equity, in which case, the current and deferred tax are also recognized in other comprehensive income or directly in equity respectively. Where current tax or deferred tax arises from the initial accounting for a business combination, the tax effect is included in the accounting for the business combination. 3.8 Cash and cash equivalents Cash and cash equivalents in the statement of financial position comprises cash at banks and short-term highly liquid deposits with a maturity of three months or less, that are readily convertible to a known amount of cash and subject to insignificant risk of change in value. 3.9 Business combinations The acquisition of subsidiaries and businesses is accounted for using the acquisition method in accordance with IFRS 3. The consideration for each acquisition is measured at the aggregate of fair values of assets given, liabilities incurred or assumed, and equity instruments issued by the Group in exchange for control of the acquiree. Acquisition related costs other than those associated with the issue of debt or equity securities, are recognized in the consolidated statement of comprehensive income as incurred. At the acquisition date the identifiable assets acquired and liabilities assumed are recognized at their fair value with the exception of deferred tax assets and liabilities, which are measured in accordance with IAS 12 - income taxes. Identifiable net assets include the recognition of any separately identifiable intangible assets. Deferred and contingent consideration are measured at fair value at the date of acquisition. Where the amounts payable are classified as a financial liability any subsequent change in the fair value is charged/credited to the Group’s consolidated statement of comprehensive income. Amounts classified as equity are not subsequently remeasured. Where consideration to management shareholders is contingent on their continued employment the amount is recognized as a remuneration expense in the statement of comprehensive income over the deferral period. 3.10 Property, plant and equipment Items of property, plant and equipment are measured at cost less accumulated depreciation and any accumulated impairment losses. If significant parts of an item of property, plant and equipment have different useful lives, then they are accounted for as separate items (major components) of property, plant and equipment. Any gain or loss on disposal of an item of property, plant and equipment is recognized in the statement of profit or loss. Subsequent expenditure is capitalized only if it is probable that the future economic benefits associated with the expenditure will flow to the Group. Subscription vehicles are transferred from property, plant and equipment to inventory at their carrying amount when existing subscription contracts come to an end. Depreciation is provided on all items of property, plant and equipment so as to write off their carrying value over their expected useful economic lives. It is provided at the following range: Freehold buildings 50 years Leasehold improvements 5 – 50 years Fixtures and fittings 3 – 15 years Computer equipment 1 – 5 years Subscription vehicles 1 – 13 years Other motor vehicles 1 – 5 years Plant and machinery 3 – 15 years The residual values and economic lives of assets are reviewed on an annual basis. Freehold land is not depreciated. 3.11 Intangible assets and goodwill Intangible assets Intangible assets with finite useful lives that are acquired separately are carried at cost less accumulated amortization and accumulated impairment losses. Amortization is recognized on a straight-line basis over their estimated useful lives. Amortization is recognized within operating expenses in the statement of profit or loss. The estimated useful life and amortization method are reviewed at the end of each reporting period, with the effect of any changes in estimate being accounted for on a prospective basis. Domain names 1 – 5 years Development costs and software 3 – 10 years Customer relationships 1 year Brand 1 year Internally-generated intangible assets Expenditure on research activities is recognized as an expense in the period in which it is incurred. An internally-generated intangible asset arising from development (or from the development phase of an internal project) is recognized if, and only if, all of the following have been demonstrated: ● the technical feasibility of completing the intangible asset so that it will be available for use or sale; ● the intention to complete the intangible asset and use or sell it; ● the ability to use or sell the intangible asset; ● how the intangible asset will generate probable future economic benefits; ● the availability of adequate technical, financial and other resources to complete the development and to use or sell the intangible asset; and ● the ability to measure reliably the expenditure attributable to the intangible asset during its development. The amount initially recognized for internally-generated intangible assets is the sum of the expenditure incurred from the date when the intangible asset first meets the recognition criteria listed above. Expenditure includes both employees of the Group and external contractors contributing to the development projects. Where no internally-generated intangible asset can be recognized, development expenditure is recognized in the statement of profit or loss in the period in which it is incurred. Subsequent to initial recognition, internally-generated intangible assets are reported at cost less accumulated amortization and accumulated impairment losses, on the same basis as intangible assets that are acquired separately. Goodwill Goodwill arising on a business combination represents the difference between the fair value of the consideration paid and the fair value of assets and liabilities acquired and is recorded as an intangible asset. Goodwill is not subsequently subject to amortization but is tested for impairment annually and whenever the Directors have an indication that it may be impaired. For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the combination. Any impairment in carrying value is charged to the consolidated statement of comprehensive income. 3.12 Impairment of tangible and intangible assets other than goodwill At the end of each reporting period, the Group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). When it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs. When a reasonable and consistent basis of allocation can be identified, corporate assets are also allocated to individual cash-generating units, or otherwise they are allocated to the smallest group of cash-generating units for which a reasonable and consistent allocation basis can be identified. Intangible assets not yet available for use are tested for impairment at least annually, and whenever there is an indication that the asset may be impaired. Recoverable amount is the higher of fair value less costs of disposal and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted. If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognized immediately in the statement of profit or loss. When an impairment loss subsequently reverses, the carrying amount of the asset (or a cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognized for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognized immediately in the statement of profit or loss. 3.13 Inventory Inventory consists of vehicles purchased, direct and indirect vehicle reconditioning costs, including parts and labor and inbound transportation costs. Inventory is stated at the lower of cost and net realizable value. The costs of inventory are determined by specific identification. Net realizable value is the estimated selling price less costs to complete and transport the vehicles. Selling prices are derived from historical data and trends, such as sales price and inventory turn times of similar vehicles, as well as independent market data. Each reporting period the Group recognizes any necessary adjustments to reflect vehicle inventory at the lower of cost or net realizable value through cost of sales. 3.14 Provisions Provisions are recognized when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that the Group will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation. The amount recognized as a provision is the best estimate of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation. When a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows (when the effect of the time value of money is material). 3.15 Convertible Notes and embedded derivative 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. 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 December 31, 2022 is presented as current, as it will be settled within the next twelve 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. 3.16 Warrants Warrants are classified and accounted for as derivative financial liabilities and are initially recognized at their fair value. The warrants are subsequently re-measured at fair value at each reporting date with changes in fair value recognized in other income and expenses within the statement of profit or loss. The fair value is determined using a Black-Scholes model for the private warrants. 3.17 Financial instruments Financial assets and financial liabilities are recognized when an entity becomes a party to the contractual provisions of the instruments. Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value are recognized immediately in the statement of profit or loss. Financial assets All recognized financial assets are subsequently measured in their entirety at either amortized cost or fair value, depending on the classification of the financial assets. Classification of financial assets Financial assets that meet the following conditions are subsequently measured at amortized cost: ● the financial asset is held within a business model whose objective is to hold financial assets in order to collect contractual cash flows; and ● the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. Financial assets that meet the following conditions are subsequently measured at fair value through other comprehensive income (“FVOCI”): ● the financial asset is held within a business model whose objective is achieved by both collecting contractual cash flows and selling the financial assets; and ● the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. Amortized cost and effective interest method Interest income is recognized using the effective interest method for financial assets measured at amortized cost. For financial instruments other than purchased or originated credit-impaired financial assets, interest income is calculated by applying the effective interest rate to the gross carrying amount of the financial asset. Interest income is recognized in the statement of profit or loss within finance income. Impairment of financial assets The Group recognizes a loss allowance for expected credit losses on trade receivables, other receivables, and accrued income. The amount of expected credit loss is updated at each reporting date to reflect changes in credit risk since the initial recognition of the respective financial instrument. The Group recognizes lifetime expected credit losses (“ECL”) for trade receivables, other receivables, and amounts due from customers under contracts. The expected credit losses on these financial assets are estimated using a provision matrix based on the Group’s historical credit loss experience, adjusted for factors that are specific to the debtors, general economic conditions and an assessment of both the current as well as the forecast direction of conditions at the reporting date, including time value of money where appropriate. Lifetime ECL represents the expected credit losses that will result from all possible default events over the expected life of a financial instrument. Significant increase in credit risk In assessing whether the credit risk on a financial asset has increased significantly since initial recognition, the Group compares t |
Accounting Judgements and Estim
Accounting Judgements and Estimates | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Judgements and Estimates [Abstract] | |
Accounting judgements and estimates | 4. Accounting judgements and estimates 4.1 Judgements Revenue recognition – Principal / agent arrangements The process of determining whether Cazoo acts as a principal or agent in certain transactions requires detailed analysis of the specific facts and circumstances of the transaction concerned. Management judgement is applied in the assessment of the transaction against the three indicators in IFRS 15: ● Assessment of whether Cazoo is primarily responsible for fulfilling the promise to provide the specified good or service. ● Assessment of whether Cazoo has inventory risk before the specified good or service has been transferred to a customer or after transfer of control to the customer. ● Assessment of whether Cazoo has discretion in establishing the price for the specified good or service. Revenue includes the fixed commission from the sale of a small number of vehicles where Cazoo acts as an agent. Recognition of acquired intangibles on acquisition The process of recognizing intangible assets acquired in an acquisition requires a judgement in assessing the intangibles that exist in the acquired business and assessing fair value. An intangible asset acquired as part of a business combination is recognized if it can be separately identified and it is a probable source of economic benefits. The Group acquired brumbrum S.p.A in the year ended December 31, 2022. For the acquisition, the Group has recognized goodwill and a number of separately identifiable intangibles. The Group engaged a third-party valuation expert for the purchase price allocation exercise in relation to each acquisition to mitigate the risk associated with the recognition and valuation of assets and liabilities at the acquisition date. The details of all assets and liabilities recognized upon acquisition of subsidiaries is set out in Note 14. Capitalization of development time Time spent by the Group’s employees, and external contractors under the direction of the Group’s employees, in software development is capitalized as an internally generated intangible asset when the requirements of IAS 38 and of Group policy are both met. Management judgement is applied in the assessment of the project against the development criteria of IAS 38 in the following areas: ● Assessment of whether the project meets the six requirements of IAS 38 to be considered an internally generated asset, as set out in Note 3.11. ● Assessment of the point in time when the project moved from an exploratory phase into a development phase. ● Assessment of the proportion of employee and contractor output that is directly attributable to developmental activities. Determination of cash-generating units (“CGUs”) Judgement is applied in the determination of CGUs for impairment testing. Management have carefully considered the cash inflows of each group of assets and how they are monitored. As a result, management have identified three CGUs (UK, France and Germany, and Cazana) based on the lowest level at which largely independent cash flows are generated. Management have also considered secondary factors such as monitoring by management and how management makes decisions about continuing or disposing of assets and operations in helping to identify its CGUs. Further information on the three CGUs and impairment testing are disclosed in Note 16. 4.2 Estimates Impairment of intangible assets and goodwill Impairment exists when the carrying value of an asset or cash generating unit exceeds its recoverable amount. The value in use calculation is based on a discounted cash flow (“DCF”) model. The cash flows are derived from the budget for the next five years. The recoverable amount is sensitive to the discount rate used for the DCF model as well as the expected future cash-inflows and the growth rate used for extrapolation purposes. These estimates are most relevant to goodwill recognized by the Group. The key assumptions used to determine the recoverable amount for the different CGUs, including a sensitivity analysis, are disclosed and further explained in Note 16. Net realizable value of inventory Vehicles held in inventory are stated at the lower of cost and net realizable value. The calculation of net realizable value requires an estimate of the expected selling price of each vehicle held in inventory. This estimate is made using a combination of historical data of the Group and independent market data. Independent market data provides a view to recent market activity for vehicles with similar attributes to those held in stock. This, combined with recent sales data of the Group, is used to estimate the expected selling prices of inventory. At each reporting period the Group recognizes any necessary adjustments to reflect vehicle inventory at the lower of cost or net realizable value through cost of sales. See Note 17 for further details of the inventory provision, including a sensitivity analysis. Share-based payments Estimating the fair value of equity-settled employee share options requires determination of the most appropriate valuation model, which depends on the terms and conditions of the grant. This estimate also requires determination of the most appropriate inputs to the valuation model including the expected life of the share option, volatility and dividend yield and making assumptions about them. For the measurement of the fair value of equity-settled transactions with employees at the grant date, the Group uses a Monte-Carlo model for Executive director grants and a Black-Scholes model for the SAYE scheme. The assumptions and models used for estimating fair value for share-based payment transactions are disclosed in Note 26. Convertible Notes and embedded derivative The valuation of the Convertible Notes and embedded derivative requires the use of option pricing models or other valuation techniques. The fair value of the embedded derivative is determined using a Monte-Carlo simulation to model the conversion, redemption and repayment premium features. The key assumption used for estimating the fair value of the embedded derivative is the volatility and credit spread. Further details are disclosed in Note 24. Warrants The valuation of the Group’s warrants requires the use of option pricing models or other valuation techniques. The fair value is determined using a Black-Scholes model for the private warrants. The key assumption used for estimating the fair value of the private warrants is the volatility. Further details are disclosed in Note 24. Leases - Estimating the incremental borrowing rate The Group cannot readily determine the interest rate implicit in its leases, therefore, it uses its incremental borrowing rate (“IBR”) to measure lease liabilities. The IBR is the rate of interest that the Group would have to pay to borrow over a similar term, and with a similar security, the funds necessary to obtain an asset of a similar value to the right-of-use asset in a similar economic environment. The IBR therefore reflects what the Group “would have to pay”, which requires estimation when no observable rates are available or when they need to be adjusted to reflect the terms and conditions of the lease. The Group estimates the IBR using observable inputs when available and is required to make certain entity-specific estimates. |
Revenue
Revenue | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 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 or services Retail 1 376,386 497,790 Wholesale 35,984 68,888 Other sales 1 6,192 16,542 418,562 583,220 Timing of revenue recognition Goods and services transferred at a point in time 413,561 575,225 Goods and services transferred over time 5,001 7,995 418,562 583,220 1 Retail includes the aggregate retail sales price and ancillary products (including financing commission, warranty commission, paint protection and any add-ons), together with delivery charges and admin fees, from all vehicles sold through the Group’s retail channel in the year. Ancillary revenues were previously presented in “Other sales”. The comparatives for the six months ended June 30, 2022 have been restated for consistency (ancillary revenues were £17.5 million for the six months ended June 30, 2022). 3.2 Contract balances 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. At At Undelivered vehicles and service plans 18,853 19,374 | 5. Revenue 5.1 Disaggregated revenue information The following is an analysis of the Group’s revenue for the year from continuing operations. Revenue recognized from continuing operations has arisen entirely within the UK. Year ended Year ended Year ended Type of goods or services Retail 1 1,103,557 515,711 153,541 Wholesale 116,541 103,203 8,667 Other sales 1 28,493 36,509 - 1,248,591 655,423 162,208 Timing of revenue recognition Goods and services transferred at a point in time 1,231,204 645,952 162,208 Goods and services transferred over time 17,387 9,471 - 1,248,591 655,423 162,208 1 Retail includes the aggregate retail sales price and ancillary products (including financing commission, warranty commission, paint protection and any add-ons), together with delivery charges and admin fees, from all vehicles sold through the Group’s retail channel in the year. Ancillary revenues were previously presented in “Other sales”. The comparatives for 2021 and 2020 have been restated for consistency (ancillary revenues were £15.2 million for the year ended 31 December, 2021 and £3.1 million for the year ended December 31, 2020). 5.2 Contract balances Revenue expected to be recognized in the future related to performance obligations that are unsatisfied (or partially unsatisfied) at the year-end is summarized as below. Within one Within one £’000 £’000 Undelivered vehicles 19,374 7,911 |
Operating Expenses
Operating Expenses | 12 Months Ended |
Dec. 31, 2022 | |
Operating Expenses [Abstract] | |
Operating Expenses | 6. Operating expenses Operating loss from continuing operations is stated after charging: Year ended Year ended Year ended Depreciation of property, plant and equipment and right-of-use assets 34,900 21,172 5,897 Amortization of intangible assets 19,332 30,475 1,292 Impairment of intangible assets and goodwill 299,377 5,493 - Expensed research and development costs 16,106 8,154 6,697 |
Employee Benefit Expenses
Employee Benefit Expenses | 12 Months Ended |
Dec. 31, 2022 | |
Employee Benefit Expenses [Abstract] | |
Employee benefit expenses | 7. Employee benefit expenses Employee benefit expenses (including Directors) comprise: Year ended Year ended Year ended Wages and salaries 132,742 71,219 10,913 Employer’s national insurance 13,990 7,772 2,092 Short-term non-monetary benefits 1,114 430 416 Defined contribution pension cost 6,387 3,408 871 Share-based payment expenses 44,496 43,871 3,759 198,729 126,700 18,051 |
Finance Income and Expense
Finance Income and Expense | 12 Months Ended |
Dec. 31, 2022 | |
Finance Income and Expense [Abstract] | |
Finance income and expense | 8. Finance income and expense Year ended Year ended Year ended 2022 2021 2020 £’000 £’000 £’000 Finance income Interest on bank deposits 2,111 232 486 Total finance income 2,111 232 486 Finance expense Interest on Convertible Notes (41,351 ) - - Interest on loans and borrowings (6,940 ) (3,327 ) (1,000 ) Interest on lease liabilities (5,048 ) (1,336 ) (298 ) Total finance expense (53,339 ) (4,663 ) (1,298 ) |
Other Income and Expenses
Other Income and Expenses | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Other Income and Expenses [Abstract] | ||
Other Income and Expenses | 4. Other income and expenses Six months Six months Fair value movement in the Convertible Notes and embedded derivative (226 ) 168,085 Fair value movement in the warrants 478 41,840 Foreign exchange movements 14,126 (51,952 ) 14,378 157,973 | 9. Other income and expenses Year ended Year ended Year ended Fair value movement in the Convertible Notes and embedded derivative 198,769 - - Fair value movement in the warrants 47,097 26,671 - Foreign exchange movements (51,630 ) - - IFRS 2 expense on the Transaction (non-cash) - (240,810 ) - 194,236 (214,140 ) - |
Segment Information
Segment Information | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Segment Information [Abstract] | ||
Segment information | 5. Segment information Revenue recognized from continuing operations has arisen entirely within the UK (six months ended June 30, 2022: all UK). The following table presents the Group’s non-current assets by geographic location. At At Non-current assets UK 172,531 262,541 EU 46 1,855 Total 172,577 264,396 | 10. Segment information Revenue recognized from continuing operations has arisen entirely within the UK (2021 and 2020: all UK). The following table presents the Group’s non-current assets by geographic location. At At Non-current assets UK 262,541 496,245 EU 1,855 48,446 Total 264,396 544,691 |
Taxation
Taxation | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Taxation [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 — — Deferred income tax credit relating to origination and reversal of temporary differences — 6,319 Income tax credit recognized in statement of profit or loss — 6,319 | 11. Taxation Tax credit Year ended Year ended Year ended 2022 2021 2020 Current tax: Adjustment in respect of prior years - 190 - Deferred tax: Origination and reversal of timing differences (5,997 ) (3,867 ) (969 ) Adjustment in respect of prior years - 191 - Effect of tax rate change on opening balance (1,355 ) 1,324 - Tax credit (7,352 ) (2,162 ) (969 ) The tax credit for the year can be reconciled to the statement of profit and loss as follows: Year ended Year ended Year ended 2022 2021 2020 Loss before tax from continuing operations (525,474 ) (531,454 ) (99,847 ) Loss before tax from discontinued operations (188,422 ) (17,759 ) (3,809 ) Current corporation tax rate of 19% (99,840 ) (98,727 ) (18,971 ) Impact of difference in overseas tax rates (17 ) - - Expenses not deductible for tax purposes 977 55,356 1,238 Adjustment in respect of previous periods - 381 - Impact of rate change (1,355 ) 1,402 - Deferred tax asset not recognized 35,867 64,336 17,733 Impact of share scheme 9,089 - - Impairment of goodwill 47,927 - - Utilization of deferred tax previously unrecognized - (23,862 ) - Difference between corporation tax and deferred tax rate - (423 ) - Benefit of tax incentives - (625 ) - Research and development claim – prior year - - (969 ) Tax credit (7,352 ) (2,162 ) (969 ) The tax credit is calculated on the basis of the tax laws enacted or substantively enacted at the balance sheet date in the countries where the Group operates and generates taxable income. Deferred taxation is determined using tax rates that are substantively enacted at the balance sheet date and are expected to apply when the asset is realized. Deferred tax assets are recognized to the extent it is probable that they will be recoverable against future taxable profits. Changes to UK corporation tax rates were substantively enacted by the Finance Bill 2021 (on May 24, 2021). These included an increase in the corporation tax rate from 19% to 25% from April 1, 2023. Deferred tax balances have been remeasured accordingly where appropriate. Deferred tax At At 2022 2021 Deferred tax assets Share-based payments 622 10,822 Losses 506 2,081 Short-term timing differences - 119 Other temporary differences - 67 Total deferred tax assets recognized 1,128 13,089 Deferred tax liabilities Fixed asset temporary differences - (5,280 ) Intangible asset differences - (6,632 ) Other temporary differences (1,128 ) (1,263 ) Total deferred tax liabilities (1,128 ) (13,175 ) Deferred tax liabilities, net - (86 ) Reconciliation of deferred tax liabilities, net £’000 At December 31, 2020 - Income tax recognized in the income statement 6,084 Prior year adjustments (191 ) Business combinations (13,404 ) Equity 7,425 At December 31, 2021 (86 ) Income tax recognized in the income statement 9,989 Prior year adjustments 23 Business combinations (2,501 ) Equity (7,425 ) At December 31, 2022 - The Group has unutilized tax losses of £554.1 million (2021: £488.3 million) which are available against future taxable profits for an indefinite period. |
Discontinued Operations and Dis
Discontinued Operations and Disposals | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Discontinued Operations and Disposals [Abstract] | ||
Discontinued operations and disposals | 6. Discontinued operations and disposals At December 31, 2022, the EU segment was classified as a discontinued operation following the decision to winddown our operations in mainland Europe. The German subscription business, Cluno GmbH, was previously classified as a disposal group held for sale. On May 15, 2023, the Group completed the sale of Cluno GmbH for £21.2 million, resulting in a loss on sale of £7.0 million due to movements between December 31, 2022 and completion. Results of discontinued operations Six months ended June 30 2023 Six months ended Revenue 8,925 44,648 Expenses (771 ) (86,532 ) Profit/(Loss) from operations 8,154 (41,884 ) Finance expense (306 ) (2,441 ) Loss on sale of discontinued operations (6,977 ) — Profit/(Loss) before tax from discontinued operations 871 (44,325 ) Tax credit - 3,546 Profit/(Loss) for the year from discontinued operations 871 (40,779 ) Earnings per share: Basic loss per ordinary share from discontinued operations £ 0.02 £ (1.07 ) Diluted loss per ordinary share from discontinued operations £ 0.02 £ (1.07 ) Net cash flows from/(used in) discontinued operations: Operating (4,038 ) (60,524 ) Investing 18,536 (63,919 ) Financing (7,780 ) 13,600 Net cash inflow/(outflow) 6,718 (110,843 ) As Cluno GmbH was sold prior to June 30, 2023, the assets and liabilities previously classified as held for sale are no longer included in the statement of financial position. Effect of disposal on the financial position of the Group of assets and liabilities held for sale £’000 Assets held for sale 52,971 Liabilities associated with assets held for sale (24,760 ) Net assets and liabilities disposed of 28,211 Consideration received, satisfied in cash 21,234 Cash and cash equivalents disposed of (2,680 ) Net cash inflow 18,554 The table above shows the impact of the disposal of Cluno GmbH on the financial position of the Group. On February 22, 2023, the Group also sold its third-party data platform, UK Vehicle Limited (“Cazana”), resulting in a gain on sale of £0.7 million. The total net cash inflow arising from both the disposal of Cluno GmbH and Cazana was £19.2 million. | 12. Discontinued operations On September 8, 2022, the Group announced the conclusion of its strategic review of its business in mainland Europe. 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 commenced an orderly winddown of its operations in mainland Europe. On October 31, 2022, the Group sold its Italian operations, Cazoo Trading Italy S.p.A., to Aramis Group SA. brumbrum was previously acquired on January 31, 2022, refer to Note 14 for further details. On December 15, 2022, the Group sold its Spanish subscription business, Swipcar 2017, S.L., to Renting Finders S.L. At December 31, 2022, the EU segment was classified as a discontinued operation. The comparative year ended December 31, 2021 has been restated to show the EU segment as a discontinued operation. There was no EU segment in 2020. In December 2022, management committed to a plan to sell Cluno GmbH. Accordingly, Cluno GmbH is presented as a disposal group held for sale. For the comparative year ended December 31, 2020, the Imperial Car Supermarkets Limited (“Imperial”) dealership centers were treated as a discontinued operation in accordance with IFRS 5. The dealership centers were converted to Cazoo Customer Centers in order to align with the Group’s online strategy. Results of discontinued operations Year ended Year ended Year ended December 31 2020 Revenue 158,384 12,391 27,194 Expenses (325,779 ) (29,098 ) (30,315 ) Loss from operations (167,395 ) (16,707 ) (3,121 ) Finance income 19 1 - Finance expense (4,019 ) (1,053 ) (688 ) Loss on sale of discontinued operations (14,509 ) - - Impairment loss on remeasurement of the disposal group (2,518 ) - - Loss before tax from discontinued operations (188,422 ) (17,759 ) (3,809 ) Tax expense 2,660 3,542 - Loss for the year from discontinued operations (185,762 ) (14,217 ) (3,809 ) Earnings per share: Basic loss per ordinary share from discontinued operations £ (4.87 ) £ (0.42 ) £ (0.15 ) Diluted loss per ordinary share from discontinued operations £ (4.87 ) £ (0.42 ) £ (0.15 ) Net cash flows from/(used in) discontinued operations: Operating (79,232 ) (122,646 ) 23,581 Investing (57,127 ) (38,109 ) - Financing (29,134 ) 29,110 (34,987 ) Net cash outflow (165,493 ) (131,645 ) (11,406 ) Effect of disposal on the financial position of the Group £’000 Property, plant and equipment (12,333 ) Right-of-use assets (5,720 ) Inventory (5,570 ) Trade and other receivables (6,020 ) Cash and cash equivalents (10,800 ) Trade and other payables 3,424 Loans and borrowings 14,731 Lease liabilities 5,878 Provisions 770 Net assets and liabilities (15,640 ) Consideration received, satisfied in cash 1,131 Cash and cash equivalents disposed of (10,800 ) Net cash outflow (9,669 ) Disposal group held for sale The major classes of assets and liabilities of Cluno GmbH classified as held for sale as at December 31, 2022 are as follows: £’000 Property, plant and equipment 39,369 Right-of-use assets 878 Intangible assets 1,729 Inventory 7,865 Trade and other receivables 3,522 Cash and cash equivalents 12,442 Assets held for sale 65,805 Trade and other payables (4,504 ) Loans and borrowings (29,062 ) Lease liabilities (1,003 ) Provisions (5,033 ) Liabilities associated with assets held for sale (39,602 ) Net assets directly associated with disposal group 26,203 |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Earnings per share | 13. Earnings per share Year ended Year ended Year ended £’000 £’000 £’000 Loss for the year: Continuing operations (518,122 ) (529,292 ) (98,878 ) Discontinued operations (185,762 ) (14,217 ) (3,809 ) Total loss for the year (703,884 ) (543,509 ) (102,687 ) Weighted average number of ordinary shares: Basic weighted average number of ordinary shares 38,080,782 33,398,652 25,758,091 Dilutive effect of share options, Note 24 - - - Dilutive effect of warrants, Note 24 - - - Diluted weighted average number of ordinary shares 38,080,782 33,398,652 25,758,091 Basic loss per ordinary share from continuing operations £ (13.61 ) £ (15.85 ) £ (3.84 ) Diluted loss per ordinary share from continuing operations £ (13.61 ) £ (15.85 ) £ (3.84 ) Basic loss per ordinary share from discontinued operations £ (4.87 ) £ (0.42 ) £ (0.15 ) Diluted loss per ordinary share from discontinued operations £ (4.87 ) £ (0.42 ) £ (0.15 ) Basic loss per ordinary share £ (18.48 ) £ (16.27 ) £ (3.99 ) Diluted loss per ordinary share £ (18.48 ) £ (16.27 ) £ (3.99 ) The basic and diluted loss per ordinary share has been adjusted retrospectively for the reverse stock split which became effective on February 8, 2023. Refer to Note 28 for further details. |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2022 | |
Acquisitions [Abstract] | |
Acquisitions | 14. Acquisitions 14.1 brumbrum S.p.A On January 31, 2022, the Group acquired 100% of the share capital of brumbrum S.p.A (“brumbrum”) which was renamed Cazoo Trading Italy S.p.A. post acquisition. Total consideration was £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 included £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 audited consolidated 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 recognized a number of separately identifiable intangible assets as part of the acquisition. Details of the amounts are set out in the table below. £’000 Property, plant and equipment 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 represented brumbrum’s platform system and website, which had been developed in-house and was considered to be brumbrum owned intellectual property. The brand was considered to be highly recognizable in Italy. An intangible asset was recognized for significant customer relationships. Goodwill was 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. 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. Following the winddown of operations in mainland Europe, brumbrum was classified as a discontinued operation. Refer to Note 12 for further details. |
Property, Plant and Equipment
Property, Plant and Equipment | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | ||
Property, Plant and Equipment | 8. Property, plant and equipment During the six months ended June 30, 2023, property, plant and equipment decreased by £69.0 million from £122.7 million at December 31, 2022 to £53.7 million at June 30, 2023 primarily due to the transfer of £34.0 million of owned subscription vehicles from property, plant and equipment into inventory to be made available for sale as part of the wind-down of the subscription business. The Group also recognized a non-cash impairment of £16.3 million relating to leasehold improvements and fixtures and fittings and at sites that have now been vacated as part of the Revised 2023 Plan. In addition, during the six months ended June 30, 2023, the Group acquired property, plant and equipment with a cost of £0.9 million (six months ended June 30, 2022: £18.7 million) and assets (other than those classified as held for sale) with a net book value of £4.9 million were disposed of by the Group during the six months ended June 30, 2023 (six months ended June 30, 2022: £ nil nil The remainder of the movement in property plant and equipment relates to depreciation of £13.9 million (six months ended June 30,2022: £15.0 million). | 15. Property, plant and equipment Freehold Leasehold Fixtures and Computer Subscription Other motor Plant and Total £’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000 Cost At December 31, 2020 14,907 13,702 3,949 598 - 2,742 659 36,557 Additions - 12,419 5,210 2,245 82,314 8,011 810 111,009 Acquisition of subsidiaries 15,921 4,081 1,418 1,013 25,346 367 2,692 50,838 Disposals - - - (3 ) (963 ) - (17 ) (983 ) Transfers - - - - (1,713 ) 791 - (922 ) FX revaluation - - - - (736 ) - - (736 ) At December 31, 2021 30,828 30,202 10,577 3,853 104,248 11,911 4,144 195,763 Additions - 17,144 2,066 2,340 66,494 11,149 926 100,119 Acquisition of subsidiaries - 168 330 2 6,781 - 61 7,342 Disposals - (134 ) (446 ) (672 ) (14,044 ) (11,212 ) (28 ) (26,536 ) Disposal of subsidiaries - (183 ) (471 ) (14 ) (12,212 ) (11 ) (74 ) (12,965 ) Sale and leasebacks (14,159 ) - - - - - - (14,159 ) Assets held for sale - - (116 ) (225 ) (48,317 ) - - (48,658 ) Transfers from inventory - - - - 22,255 - - 22,255 Transfers to inventory - - - - (70,427 ) - - (70,427 ) FX revaluation - 15 17 13 2,735 20 2 2,792 At December 31, 2022 16,669 47,202 11,957 5,297 57,513 11,857 5,031 155,526 Accumulated depreciation At December 31, 2020 - (634 ) (415 ) (168 ) - (75 ) (51 ) (1,343 ) Depreciation charge for the year - (4,247 ) (1,495 ) (830 ) (5,938 ) (1,630 ) (542 ) (14,682 ) Disposals - - - - 1,244 - - 1,244 Transfers - - - - 43 (66 ) - (23 ) FX revaluation - - - - (4 ) - - (4 ) At December 31, 2021 - (4,881 ) (1,910 ) (998 ) (4,655 ) (1,771 ) (593 ) (14,808 ) Depreciation charge for the year (429 ) (7,844 ) (2,460 ) (1,821 ) (15,429 ) (3,110 ) (927 ) (32,020 ) Disposals - 162 154 103 1,682 1,501 - 3,602 Disposal of subsidiaries - 16 41 7 549 1 18 632 Assets held for sale - - 90 125 3,327 - - 3,542 Transfers to inventory - - - - 6,707 - - 6,707 FX revaluation - (1 ) 5 (10 ) (460 ) (4 ) 2 (468 ) At December 31, 2022 (429 ) (12,548 ) (4,080 ) (2,594 ) (8,279 ) (3,383 ) (1,500 ) (32,813 ) Net book value At December 31, 2022 16,240 34,654 7,877 2,703 49,234 8,474 3,531 122,713 At December 31, 2021 30,828 25,321 8,667 2,855 99,593 10,140 3,551 180,955 The Group completed sale and leaseback transactions during the year ended December 31, 2022 resulting in freehold property with a carrying value of £14.2 million being derecognized from property, plant and equipment (2021: £ nil nil nil The Group disposed of property, plant and equipment with a carrying value of £22.9 million during the year ended December 31, 2022 largely as a result of the Revised Business Plans. |
Intangible Assets
Intangible Assets | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Intangible assets and goodwill [Abstract] | ||
Intangible assets | 10. Intangible assets The Group performs its annual impairment test in December and when circumstances indicate that the carrying value may be impaired. The UK | 16. Intangible assets and goodwill Goodwill Development Customer Brand Domain names Total £’000 £’000 £’000 £’000 £’000 £’000 Cost At December 31, 2020 22,693 5,353 - - 51 28,097 Additions - 14,237 - 22 14,259 Acquisition of subsidiaries 196,147 36,588 21,109 2,746 - 256,590 At December 31, 2021 218,840 56,178 21,109 2,746 73 298,946 Additions - 18,078 - - 55 18,133 Acquisition of subsidiaries 50,597 2,592 3,669 4,158 - 61,016 Assets held for sale - (2,487 ) - - - (2,487 ) At December 31, 2022 269,437 74,361 24,778 6,904 128 375,608 Accumulated amortization At December 31, 2020 - (1,428 ) - - (9 ) (1,437 ) Charge for the year - (6,622 ) (21,109 ) (2,746 ) (25 ) (30,502 ) Impairment loss - (5,493 ) - - - (5,493 ) At December 31, 2021 - (13,543 ) (21,109 ) (2,746 ) (34 ) (37,432 ) Charge for the year - (18,641 ) (653 ) - (38 ) (19,332 ) Impairment loss (269,437 ) (26,622 ) (3,016 ) (4,158 ) - (303,233 ) Assets held for sale - 758 - - - 758 At December 31, 2022 (269,437 ) (58,048 ) (24,778 ) (6,904 ) (72 ) (359,239 ) Net book value At December 31, 2022 - 16,313 - - 56 16,369 At December 31, 2021 218,840 42,635 - - 39 261,514 The Group capitalized £15.8 million of employee and contractor development expenditure in the year ended December 31, 2022 (2021: £11.1 million). Impairment testing For the purposes of impairment testing, intangible assets and goodwill have been allocated to the Group’s CGUs as below. At December 31 2022 At December 31 2021 £’000 £’000 Intangible assets UK 16,369 32,696 France and Germany - 5,096 Cazana - 4,304 Spain - 578 16,369 42,674 Goodwill UK - 136,833 France and Germany - 82,007 Cazana - - Spain - - - 218,840 The Group performed its annual impairment test in December 2022 which considered both qualitative and quantitative factors. UK The recoverable amount of the UK CGU of £491.2 million as at December 31, 2022 (2021: £1,658.6 million) has been determined based on a value in use calculation using cash flow projections covering a seven-year period. This was extrapolated from the 2023 budget which was approved by the Board of Directors. The pre-tax discount rate applied to cash flow projections is 21.3% (2021: 15.7%) and cash flows beyond the seven-year period are extrapolated using a 2.0% growth rate (2021: 2.0%). As a result of the analysis, there is an impairment charge of £136.7 million (2021: headroom of £1,004.7 million). For value in use calculations, cash flows are typically forecast for a five-year period. Management has used a longer period of seven years for the UK CGU to better reflect the medium-term growth expectations for this CGU and the stage of growth of the Company. Cazana The recoverable amount of the Cazana CGU of £2.7 million as at December 31, 2022 (2021: £4.6 million) has been determined based on a value in use calculation using cash flow projections covering a five-year period. This was extrapolated from the 2023 budget which was approved by the Board of Directors. The pre-tax discount rate applied to cash flow projections is 18.1% (2021: 23.3%) and cash flows beyond the five-year period are extrapolated using a 2.0% growth rate (2021: 2.0%). As a result of the analysis, there is headroom of £1.0 million (2021: impairment charge of £5.5 million) and management did not identify an impairment for this CGU. Key assumptions and sensitivity analysis The key assumptions used in the estimation of the recoverable amount are set out below. Discount rates The discount rate calculation is based on the specific circumstances of the Group and its CGUs and is derived from its weighted average cost of capital (WACC). An increase in the pre-tax discount rate to 22.3% (i.e. +1.0%) in the UK CGU would result in an additional impairment charge of £54.6 million. An increase in the pre-tax discount rate above 28.9% (i.e. +10.8%) in the Cazana CGU would result in impairment. Gross margins Gross margins increase over the budget period to reflect the Group’s focus on unit economics through higher margin and faster moving inventory, with a long-term retail GPU target of approximately £2,000. A decrease in the gross margin by 1.0% in the UK CGU would result in further impairment of £157.8 million. A decrease in the gross margin by 1.0% in the Cazana CGU would reduce the headroom but not result in impairment. Terminal growth rate The terminal growth rate is used to extrapolate cash flows beyond the forecast period. A decrease in the terminal growth rate by 1.0% in the UK CGU would result in further impairment of £26.9 million. A decrease in the terminal growth rate by 1.0% in the Cazana CGU would reduce the headroom but not result in impairment. |
Inventory
Inventory | 12 Months Ended |
Dec. 31, 2022 | |
Inventory [Abstract] | |
Inventory | 17. Inventory At December 31 At December 31 £’000 £’000 Finished goods and work in progress 232,565 364,585 At each reporting period the Group recognizes any necessary adjustments to reflect vehicle inventory at the lower of cost or net realizable value. Further detail on the estimates made in the calculation of net realizable value is set out in Note 4.2. As at December 31 the inventory provision is stated as follows: At December 31 At December 31 £’000 £’000 Gross inventory 235,245 369,532 Inventory provision (2,680 ) (4,947 ) Inventory 232,565 364,585 During the year £1,175.1 million (2021: £447.2 million, 2020: £161.2 million) was recognized as an expense for inventory carried at net realizable value. This is recognized in cost of sales. The sensitivity of the inventory provision, based upon a 2% change in the expected selling price of inventory input, is as follows: Change in expected Change in Change in % £’000 £’000 Inventory provision +2 683 1,417 Inventory provision -2 (1,071 ) (1,904 ) As at December 31, 2022 inventory of £170.7 million (2021: £273.3 million) was held as security against stocking loans. |
Trade and Other Receivables
Trade and Other Receivables | 12 Months Ended |
Dec. 31, 2022 | |
Trade and Other Receivables [Abstract] | |
Trade and other receivables | 18. Trade and other receivables At December 31 At December 31 £’000 £’000 Trade receivables 24,475 15,021 Prepayments 21,255 28,124 Contract assets 248 3,451 VAT recoverable 8,445 30,499 Other receivables 12,336 10,982 66,759 88,077 Allowance for expected credit losses (4,000 ) (225 ) Total trade and other receivables 62,759 87,852 Current 56,259 77,884 Non-current 6,500 9,968 Contract assets relate to revenue earned from ancillary products. They are short term in nature and are derecognized within one month of the reporting period end across both 2022 and 2021 financial years. Set out below is the movement in the allowance for expected credit losses of trade and other receivables: Allowance £’000 At December 31, 2020 - Provision for expected credit losses 225 At December 31, 2021 225 Provision for expected credit losses 3,775 At December 31, 2022 4,000 |
Trade and Other Payables
Trade and Other Payables | 12 Months Ended |
Dec. 31, 2022 | |
Trade and other payables [Abstract] | |
Trade and Other Payables | 19. Trade and other payables At December 31 At December 31 £’000 £’000 Trade payables 18,141 29,224 Accruals and other creditors 25,192 25,279 Tax and social security payables 5,494 11,316 Contract liabilities 19,374 7,911 Deferred consideration - 5,554 Total trade and other payables 68,201 79,284 Current 68,201 79,284 Non-current - - Contract liabilities relate to undelivered vehicles. They are short term in nature and are derecognized within one month of the reporting period end across both 2022 and 2021 financial years. |
Loans and Borrowings
Loans and Borrowings | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Loans and Borrowings [Abstract] | ||
Loans and Borrowings | 11. Loans and borrowings The book value of loans and borrowings are as follows: At At Current Stocking loans 82,350 161,592 Subscription facilities 763 14,983 Secured asset financing 1,024 1,479 Bank loans - 30 84,137 178,084 Non-current Secured asset financing 2,338 4,113 2,338 4,113 Total loans and borrowings 86,475 182,197 | 20. Loans and borrowings The book value of loans and borrowings are as follows: At December 31 At December 31 2022 2021 £’000 £’000 Current Stocking loans 161,592 169,170 Subscription facilities 14,983 10,188 Secured asset financing 1,479 - Bank loans 30 635 Mortgages - 547 178,084 180,540 Non-current Stocking loans - 8,809 Subscription facilities - 56,987 Secured asset financing 4,113 - Bank loans - 815 Mortgages - 1,502 4,113 68,113 Total loans and borrowings 182,197 248,653 The carrying value of loans and borrowings classified as financial liabilities measured at amortized cost approximates fair value. Details of the interest rates, maturity and security details of loans and borrowings are set out in Note 24. The Group’s loans and borrowings are mainly denominated in Pounds Sterling. |
Provisions
Provisions | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Provisions [Abstract] | ||
Provisions | 13. Provisions Dilapidation Restructuring Other Total £’000 £’000 £’000 £’000 At January 1, 2023 8,752 24,698 1,840 35,290 Recognized during the period 1,499 200 — 1,699 Utilized during the period (241 ) (8,804 ) (285 ) (9,330 ) Reversed during the period (1,995 ) (9,258 ) (1,061 ) (12,314 ) FX revaluation — (173 ) — (173 ) At June 30, 2023 8,015 6,663 494 15,172 Current 2,279 6,663 494 9,436 Non-current 5,736 — — 5,736 The dilapidation provisions relate to the expected reinstatement costs of leased office buildings, vehicle preparation centers, customer 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 19 years. The restructuring provision relates to actions being undertaken as part of the Business Realignment Plan announced on June 7, 2022, the winddown of operations in Europe announced in September 2022 and the Revised 2023 Plan (together the “Revised Business Plans”). Cash outflows associated with the restructuring provision are to be incurred within 12 months. The decrease in the restructuring provision relates to redundancy payments and sponsorship payments made by the group during the six months ended June 30, 2023 and the reversals of amounts no longer required primarily due to better than expected exit terms being negotiated for sponsorships and other contracts. | 21. Provisions Dilapidation Restructuring Other Total £’000 £’000 £’000 £’000 At December 31, 2020 3,363 - - 3,363 Acquisition of subsidiaries 3,549 - - 3,549 Recognized during the year 1,073 - - 1,073 At December 31, 2021 7,985 - - 7,985 Acquisition of subsidiaries - - 631 631 Recognized during the year 1,464 36,877 1,979 40,320 Utilized during the year (697 ) (5,740 ) - (6,437 ) Reversed during the year - (1,406 ) - (1,406 ) Liabilities held for sale - (5,033 ) - (5,033 ) Disposal of subsidiaries - - (770 ) (770 ) At December 31, 2022 8,752 24,698 1,840 35,290 Current - 24,698 1,840 26,538 Non-current 8,752 - - 8,752 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 Revised Business Plans including redundancy costs. Cash outflows associated with the restructuring provision are to be largely incurred within 12 months. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Leases | 22. Leases Group acting as a lessee The Group has lease contracts for its offices, customer collection centers, transporter motor vehicles and furniture and fittings. The Group’s obligations under its leases are secured by the lessor’s title to the leased assets. The carrying amounts and movement in the right-of-use assets are set out below: Leasehold Fixtures Subscription Other Total £’000 £’000 £’000 £’000 £’000 Cost At December 31, 2020 48,332 74 - 8,247 56,653 Additions 13,271 - 2,942 9,048 25,261 Acquisition of subsidiaries 29,268 - 5,536 - 34,804 Disposals (5,096 ) - (624 ) (220 ) (5,940 ) Transfers - - - (791 ) (791 ) FX revaluation - - (151 ) - (151 ) At December 31, 2021 85,775 74 7,703 16,284 109,836 Additions 31,670 - 11,913 3,306 46,889 Acquisition of subsidiaries 6,276 - - - 6,276 Sale and leasebacks 6,930 - - - 6,930 Disposals (2,428 ) - - (2,529 ) (4,957 ) Disposal of subsidiaries (6,449 ) - - - (6,449 ) Assets held for sale - - (4,696 ) - (4,696 ) Transfers - - (818 ) - (818 ) FX revaluation 202 - 223 68 493 At December 31, 2022 121,976 74 14,325 17,129 153,504 Accumulated depreciation At December 31, 2020 (4,839 ) (18 ) - (1,076 ) (5,933 ) Depreciation charge for the year (8,108 ) (15 ) (3,157 ) (2,829 ) (14,109 ) Disposals 2,251 - - 143 2,394 Transfers - - - 66 66 At December 31, 2021 (10,696 ) (33 ) (3,157 ) (3,696 ) (17,582 ) Depreciation charge for the year (16,485 ) (15 ) (4,790 ) (4,268 ) (25,558 ) Disposals 2,738 - - 1,407 4,145 Disposal of subsidiaries 729 - - - 729 Assets held for sale - - 3,818 - 3,818 Transfers - - - - - FX revaluation (48 ) - (177 ) (17 ) (242 ) At December 31, 2022 (23,762 ) (48 ) (4,306 ) (6,574 ) (34,690 ) Net book value At December 31, 2022 98,214 26 10,019 10,555 118,814 At December 31, 2021 75,079 41 4,546 12,588 92,254 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. The carrying amount and movement in the lease liabilities are set out below: Lease liabilities £’000 At December 31, 2020 48,048 Additions 26,228 Acquisition of subsidiaries 36,352 Interest 1,338 Payments (18,597 ) Terminations (2,969 ) At December 31, 2021 90,400 Additions 51,757 Acquisition of subsidiaries 6,276 Interest 5,245 Payments (29,198 ) Terminations (2,307 ) Sale and leasebacks 5,466 Transfers (3,529 ) Disposals of subsidiaries (5,878 ) Assets held for sale (1,003 ) FX revaluation 231 At December 31, 2022 117,460 The following are the amounts recognized in the statement of profit and loss in respect of lease agreements: Year ended December 31 2022 Year ended December 31 2021 Year ended December 31 2020 £’000 £’000 £’000 Depreciation expense 25,558 14,109 5,570 Interest on lease liabilities 5,209 1,338 652 Total 30,767 15,447 6,222 Group acting as a lessor The Group has entered into operating leases on its subscription vehicles. These leases have terms of between one and three years. Future minimum rentals receivable under non-cancellable operating leases are as follows: At December 31 At December 31 £’000 £’000 Within one year 776 1,602 Greater than one year but not more than five years 97 469 Total 873 2,072 |
Share Capital
Share Capital | 12 Months Ended |
Dec. 31, 2022 | |
Share Capital [Abstract] | |
Share capital | 23. Share capital Issued and fully paid share capital 2022 2021 Number Number 2022 2021 Class A ordinary shares of $0.0001 per share 768,798 112,010 55 8 Class C ordinary shares of $0.0001 per share - 640,924 - 47 768,798 752,934 55 55 On February 26, 2022, the Class C Shares automatically converted into Class A Shares on a one-for-one basis in accordance with the Articles. The share capital numbers above are before giving effect to the reverse stock split which became effective on February 8, 2023. Refer to Note 28 for further details. Share capital Share premium Merger reserve £’000 £’000 £’000 At December 31, 2020 - 266,120 181,250 Acquisition of subsidiaries - 5,365 65,348 Warrants exercised - 11,967 - Recapitalization at the Transaction - Group restructuring 49 70,086 174,236 - PIPE share issuance 6 583,936 - - Transaction costs - (34,888 ) - At December 31, 2021 55 902,586 420,834 Acquisition of subsidiaries - 23,051 - At December 31, 2022 55 925,637 420,834 |
Financial Instruments
Financial Instruments | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Financial Instruments [Abstract] | ||
Financial instruments | 12. Financial instruments 12.1 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, 2023 and December 31, 2022: At At Financial assets at amortized cost Trade receivables 18,888 24,475 Contract assets 263 248 Lease deposits 4,356 5,664 23,507 30,387 Current 19,151 24,723 Non-current 4,356 5,664 12.2 Financial liabilities Set out below is an overview of financial liabilities held by the Group as at June 30, 2023 and December 31, 2022: Financial liabilities: Interest-bearing loans and borrowings At At Interest rate % Maturity £’000 £’000 Current Convertible Notes 2% Within one year 1,248 1,301 Stocking loans Base rate + 0.5% – 2% On earlier of sale or 180 days 82,350 161,592 Subscription facilities Base rate + 1.7% Within one year 763 14,983 Secured asset financing 3% – 12% Within one year 1,024 1,479 Bank loans Within one year — 30 Lease liabilities 1% – 13% Within one year 17,972 28,596 103,357 207,981 Non-current Convertible Notes 2% 2027 275,169 265,631 Secured asset financing 3% – 12% 2026 – 2027 2,338 4,113 Lease liabilities 1% – 13% 2024 – 2042 76,056 88,864 353,563 358,608 Other financial liabilities At At 2022 £’000 £’000 Financial liabilities at fair value through profit or loss Warrants 16 515 Embedded derivative 78,978 82,108 78,994 82,623 Current — — Non-current 78,994 82,623 12.3 Fair value Management assessed that the fair value of trade receivables, other receivables, stocking loans, subscription facilities, secured asset financing 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, secured asset financing and trade and other payables has been measured using Level 3 valuation inputs. Warrants are classified as Level 3 due to the use of unobservable inputs. The fair value is determined using a Black-Scholes model. The public warrants are classified as Level 3 due to the use of unobservable inputs. The fair value is determined using a Binomial Lattice model. The public warrants were previously classified as Level 1 as at December 31, 2022 with a fair value of £0.2 million. However, they were transferred into Level 3 during the six months ended June 30, 2023 following the suspension in trading of the public warrants by the NYSE on January 3, 2023. 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, 2023: Level 1 Level 2 Level 3 Total At June 30, 2023 £’000 £’000 £’000 £’000 Warrants — — 16 16 Embedded derivative — — 78,978 78,978 — — 78,994 78,994 The following information is relevant in the determination of fair value of the warrants and the embedded derivative at June 30, 2023: Warrants Embedded Expected term (years) 7 4 Expected volatility 81.1 % 79.6 % Dividend yield Nil Nil Risk free interest rate 4.08 % 4.38 % Reconciliation of fair values The fair value movements are set out as follows: Warrants Embedded derivative Total £’000 £’000 £’000 At January 1, 2023 515 82,108 82,623 Fair value movement (478 ) 226 (252 ) Foreign exchange movements (21 ) (3,356 ) (3,377 ) At June 30, 2023 16 78,978 78,994 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 warrants, a 100 basis point increase in the expected volatility rate would increase the fair value by £0.0 million. For the embedded derivative, a 100 basis point increase in the credit spread would decrease the fair value by £76.6 million. | 24. Financial instruments 24.1 Financial assets Set out below is an overview of financial assets, other than cash and short-term deposits, held by the Group as at December 31, 2022 and December 31, 2021: At December 31 At December 31 2022 2021 £’000 £’000 Financial assets at amortized cost Trade receivables 24,475 14,796 Contract assets 248 3,451 Lease deposits 5,664 5,124 Total financial assets 30,387 23,371 Current 24,723 18,247 Non-current 5,664 5,124 24.2 Financial liabilities On February 16, 2022, the Company issued $630.0 million in aggregate principal amount of 2.00% Convertible Senior Notes due 2027. This was equivalent to £460.0 million in net proceeds, with £208.7 million attributable to the financial liability and £251.3 million attributable to the embedded derivative. 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 Company’s 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 also be entitled to payment of a premium at maturity of the Convertible Notes, equal to 50% of the principal amount of the Convertible Notes. The premium is payable in cash, Class A Shares, or a combination of cash and Class A Shares at the option of the Company. The premium will not be payable if the trailing 10 trading day volume weighted average price of the Class A Shares is above $135.00 (after giving effect to the reverse stock split) for any trading day beginning on (and excluding) March 4, 2024 and ending on (and including) March 18, 2024 (the “premium fall-away trigger”), provided that in connection with a share exchange event on or prior to March 4, 2024 involving a third party acquirer, the premium fall-away trigger shall be tested using the fair market value of the consideration paid per Class A Share on the date of the share exchange event or if resulting in less consideration, the date on which any lock-up applicable to holders of the Class A Shares expires after the share exchange event. For the avoidance of doubt, this premium will not be payable by the Company (i) in the event of a mandatory conversion on or prior to the maturity date, (ii) in the event of a voluntary conversion by a holder on or prior to the maturity date, (iii) in connection with the redemption of the Convertible Notes on or prior to the maturity date, or (iv) in connection with a make-whole Fundamental Change or an offer to purchase Convertible Notes upon a Fundamental Change. The Convertible Notes 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. Set out below is an overview of financial liabilities held by the Group as at December 31, 2022 and December 31, 2021: Financial liabilities: Interest-bearing loans and borrowings Interest At December 31 At % Maturity £’000 £’000 Current Convertible Notes 2% Within one year 1,301 — Stocking loans Base rate + 0.5% – 2.2% On earlier of sale or 180 days 161,592 169,170 Subscription facilities Base rate + 1.7% Within one year 14,983 10,188 Secured asset financing 3% – 7% Within one year 1,479 — Bank loans Within one year 30 635 Mortgages — 547 Lease liabilities 1% – 13% Within one year 28,596 18,826 207,981 199,366 Non-current Convertible Notes 2% 2027 265,631 — Stocking loans — 8,809 Subscription facilities — 56,987 Secured asset financing 3% – 7% 2027 4,113 — Bank loans — 815 Mortgages — 1,502 Lease liabilities 1% – 13% 2024 – 2042 88,864 71,574 358,608 139,687 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 embedded derivative is presented within Financial liabilities at fair value through profit or loss on the next page. The stocking loans are secured against the inventory of the Group. The stocking loan facilities have varying due dates, ranging from the earlier of a sale of a vehicle by the Group to a customer or 180 day term from the inception of the individual loan. The stocking loans rates are in reference to the Bank of England base rate or SONIA. At December 31, 2022, the Group had available a maximum of £240.0 million of committed stocking loans. Other financial liabilities At At £’000 £’000 Financial liabilities at fair value through profit or loss Warrants 515 42,692 Embedded derivative 82,108 — 82,623 42,692 Current — — Non-current 82,623 42,692 As at December 31, 2022 there were 41,254,566 warrants outstanding. The warrants entitle the holder to purchase one Class A ordinary share of Cazoo Group Ltd at a current exercise price of $230.00 per share (after giving effect to the reverse stock split). Until warrant holders acquire the Class A Shares upon exercise of such warrants, they have no rights with respect to the Class A Shares. Public Private Total Number Number Number At December 31, 2021 20,124,748 21,129,818 41,254,566 At December 31, 2022 20,124,748 21,129,818 41,254,566 24.3 Fair value Management assessed that the fair value of trade receivables, other receivables, stocking loans, subscription facilities and trade and other payables approximate their carrying value due to the short-term maturities of these instruments. The fair value of trade receivables, other receivables, stocking loans, subscription facilities and trade and other payables has been measured using Level 3 valuation inputs. 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: Level 1 Level 2 Level 3 Total At December 31, 2022 £’000 £’000 £’000 £’000 Warrants 166 - 349 555 Embedded derivative - - 82,108 82,108 166 - 82,457 82,623 Level 1 Level 2 Level 3 Total At December 31, 2021 £’000 £’000 £’000 £’000 Warrants 13,418 - 29,274 42,692 The following information is relevant in the determination of fair value of the private warrants and the embedded derivative at December 31, 2022: Private Embedded At December 31, 2022 Expected term (years) 7 4 Expected volatility 93.4 % 62.3 % Credit spread N/A 25.9 % Dividend yield Nil Nil Risk free interest rate 3.9 % 4.1 % The following information is relevant in the determination of fair value of the private warrants at December 31, 2021: Private At December 31, 2021 Expected term (years) 7 Expected volatility 47.1 % Dividend yield Nil Risk free interest rate 1.4 % Reconciliation of fair values The fair value movements are set out as follows: Public Private Embedded Total £’000 £’000 £’000 £’000 At December 31, 2020 - - - - Warrants issued upon acquisition of Drover - 6,566 - 6,566 Fair value movement - 102 - 102 Exercise of warrants - (6,667 ) - (6,667 ) Warrants issued in the Transaction 22,475 46,887 - 69,362 Fair value movement (9,057 ) (17,614 ) - (26,671 ) At December 31, 2021 13,418 29,274 - 42,692 Issuances - - 251,287 251,287 Fair value movement (14,799 ) (32,298 ) (198,769 ) (245,866 ) Foreign exchange movements 1,547 3,373 29,590 34,510 At December 31, 2022 166 349 82,108 82,623 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 £0.02 million. For the embedded derivative, a 100 basis point increase in the expected volatility rate would increase the fair value by £0.04 million. A 100 basis point increase in the credit spread would decrease the fair value by £2.8 million. 24.4 Interest rate risk management Interest rate risk is the risk that changes in interest rates will affect the income and financial management of the Group. The Group is exposed to interest rate risk through its stocking loans and subscription facilities where interest is charged in reference to a base interest rate. However, the exposure to interest rate risk is minimal since the Group is in a net cash position as at December 31, 2022 and December 31, 2021 and is therefore able to reduce exposure through repayment of the facilities. The Group does not hedge against interest rate risk. Change Effect on profit Effect on profit in basis points £’000 £’000 Loans and borrowings +100 (2,350 ) (1,393 ) Loans and borrowings -100 1,754 95 A 100 basis points decrease in interest rates would have less effect on profit before tax than a 100 basis points increase in interest rates because the Group’s stocking loans and subscription facilities are generally subject to reference rate floors. 24.5 Foreign currency risk management Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates. The Group is exposed to foreign currency risk through its remaining operating activities in Europe (when revenue and expenses are denominated in Euros) and through certain expenses denominated in US dollars. The Group does not currently hedge against currency risk through the use of financial instruments such as foreign currency swaps. The following tables demonstrate the sensitivity to a reasonably possible change in EUR exchange rate, with all other variables held constant. The impact on the Group’s profit before tax is due to changes in the fair value of monetary assets and liabilities. The Group’s exposure to foreign currency changes for all other currencies is not material. Increase/decrease Effect on profit from discontinued operations Effect on in EUR rate £’000 £’000 2022 +5 % (8,613 ) (6,516 ) -5 % 8,613 6,516 2021 +5 % (1,336 ) (1,170 ) -5 % 1,336 1,170 24.6 Credit risk management Credit risk is the risk of financial loss to the Group if a customer or bank (“counterparty”) fails to meet its contractual obligations resulting in a financial loss to the Group. The Group is exposed to credit risk from its operating activities (primarily trade receivables) and from its financing activities, including deposits with banks and financial institutions. For retail and wholesale sales, the Group’s exposure to credit risk is minimal since the settlement of amounts due for the sale of a vehicle to a consumer is completed prior to the delivery of the vehicle. The trade receivables balance represents customer funds to be received from our consumer finance partners and payment gateway provider. For subscription sales and third-party reconditioning, the expected credit losses are estimated using a provision matrix based on the Group’s historical credit loss experience, adjusted for factors that are specific to the debtors, general economic conditions and an assessment of both the current as well as the forecast direction of conditions at the reporting date, including time value of money where appropriate. Credit risk from balances with banks and financial institutions is managed in accordance with the Group’s treasury policy. The Group’s maximum exposure to credit risk on cash and cash equivalents is the carrying amount of cash and cash equivalents on the statement of financial position. 24.7 Liquidity risk management Liquidity risk refers to the ability of the Group to meet the obligations associated with its financial liabilities that are settled as they fall due. The treasury strategy of the Group is to retain cash on the balance sheet by financing the purchase of inventory and to maximize interest received while maintaining liquidity and flexibility in the availability of funds. The table below summarizes the maturity profile of the Group’s financial liabilities based upon contractual undiscounted payments: Less than one year 1 to 5 years Over 5 years Total At December 31, 2022 £’000 £’000 £’000 £’000 Convertible Notes 10,411 554,366 - 564,777 Stocking loans 164,478 - - 164,478 Subscription facilities 15,354 - - 15,354 Secured asset financing 1,727 4,408 - 6,135 Bank loans 30 - - 30 Lease liabilities 24,203 56,324 72,644 153,171 Trade payables 68,201 - - 68,201 Total 284,404 615,098 72,644 972,146 Less than one year 1 to 5 years Over 5 years Total At December 31, 2021 £’000 £’000 £’000 £’000 Stocking loans 169,170 8,809 - 177,979 Subscription facilities 12,155 65,797 - 77,952 Bank loans 741 869 - 1,610 Mortgages 600 1,653 - 2,253 Lease liabilities 18,917 46,772 34,526 100,215 Trade payables 29,224 - - 29,224 Total 230,807 123,900 34,526 389,233 24.8 Changes in liabilities arising from financial activities Stocking loans Subscription facilities Secured asset financing Bank loans Mortgages Lease liabilities Convertible Notes and embedded derivative Warrants Total £’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000 At December 31, 2020 86,709 - - - 3,494 48,048 - - 138,251 New leases - - - - - 26,228 - - 26,228 Acquisition of subsidiaries - 19,878 - 1,468 - 36,352 - 6,566 64,264 Issue of debt 665,325 107,683 - 30 - - - - 773,038 Repayment (574,055 ) (60,386 ) - (48 ) (1,445 ) (18,597 ) - - (654,531 ) Terminations - - - - - (2,969 ) - - (2,969 ) Net accrued interest - - - - - 1,338 - - 1,338 Warrants issued and exercised - - - - - - - 62,695 62,695 Fair value movement - - - - - - - (26,569 ) (26,569 ) At December 31, 2021 177,979 67,175 - 1,450 2,049 90,400 - 42,692 381,745 New leases - - - - - 51,757 - - 51,757 Sale and leasebacks - - - - - 5,466 - - 5,466 Transfers - - - - - (3,529 ) - - (3,529 ) Acquisition of subsidiaries - 10,193 - - - 6,276 - - 16,469 Disposal of subsidiaries - (14,731 ) - - - (5,878 ) - - (20,609 ) Issue of debt 1,202,039 101,967 5,971 3 11 - 460,021 - 1,770,012 Repayment (1,218,426 ) (120,559 ) (379 ) (1,423 ) (2,060 ) (29,198 ) - - (1,372,045 ) Terminations - - - - - (2,307 ) - - (2,307 ) Net accrued interest - - - - - 5,245 33,425 - 38,670 Fair value movement - - - - - - (198,769 ) (47,098 ) (245,867 ) Foreign exchange movements - - - - - 231 54,363 4,921 59,515 Liabilities held for sale - (29,062 ) - - - (1,003 ) - - (30,065 ) At December 31, 2022 161,592 14,983 5,592 30 - 117,460 349,040 515 649,212 24.9 Hedge accounting The Group has not entered into any agreements designed to hedge financial risk in the year ended December 31, 2022 (2021: none, 2020: none). 24.10 Derecognition of financial instruments The Group has not recorded any gains or losses arising through the derecognition of financial assets or financial liabilities in the year ended December 31, 2022 (2021: none, 2020: none). The Company is not subject to any externally imposed capital requirements. 24.11 Capital management For the purposes of the Group’s capital management, capital includes cash raised through the issue of share capital and stocking and subscription loans. The primary objective of the Group’s capital management is to finance operational and developmental activities. Stocking loans are used specifically by the Group to finance the purchase of inventory. At December 31 At December 31 £’000 £’000 Inventory 232,565 364,585 Stocking loans (161,592 ) (177,979 ) Net inventory 70,973 186,606 Cash and cash equivalents 258,321 192,629 |
Group Information
Group Information | 12 Months Ended |
Dec. 31, 2022 | |
Group Information [Abstract] | |
Group information | 25. Group information Subsidiaries As at December 31, 2022 the consolidated financial statements of the Group include: Name Country of incorporation Principal activities Equity interest Cazoo Holdings Limited United Kingdom Activities of other holding companies 100% Cazoo Limited United Kingdom Sale of motor vehicles 100% Cazoo Properties Limited United Kingdom Activities of other holding companies 100% Imperial Car Supermarkets Limited United Kingdom Sale of motor vehicles 100% Imperial Cars of Swanwick Limited United Kingdom Sale of motor vehicles 100% Carsaz Limited United Kingdom Sale of motor vehicles 100% Cazoo Subscription Services Limited United Kingdom Renting and leasing of motor vehicles 100% Fantastic Cars Limited United Kingdom Renting and leasing of motor vehicles 100% Cazoo Wholesale Services Limited United Kingdom Maintenance and repair of motor vehicles 100% Cazoo Data Services Limited United Kingdom Other business support service activities not elsewhere classified 100% Project Chicago Newco Limited United Kingdom Non-trading company 100% Arctos Holdings Limited United Kingdom Activities of other holding companies 100% Moorgate House (Newco) Limited United Kingdom Dormant company 100% GBJ Developments Limited United Kingdom Non-trading company 100% CD Auction Group Limited United Kingdom Sale of motor vehicles 100% Cazoo Support Services Limited United Kingdom Maintenance and repair of motor vehicles 100% Ensco 1109 Limited United Kingdom Activities of other holding companies 100% SMH Fleet Solutions Limited United Kingdom Maintenance and repair of motor vehicles 100% Vans 365 Limited United Kingdom Sale of vans 100% CZO Data Services, Unipessoal, Lda Portugal Other business support service activities not elsewhere classified 100% Name Country of incorporation Principal activities Equity interest CSS Mobility France SaS France Renting and leasing of motor vehicles 100% Cazoo Trading France SaS France Sale of motor vehicles 100% Cazoo Properties France SaS France Activities of other holding companies 100% Cluno GmbH Germany Renting and leasing of motor vehicles 100% Cluno Fintech 1 GmbH Germany Acquisition, leasing and financing of motor vehicles 100% Cluno Fintech 2 GmbH Germany Acquisition, leasing and financing of motor vehicles 100% CSS Fintech GmbH Germany Acquisition, leasing and financing of motor vehicles 100% Cazoo Trading Germany GmbH Germany Sale and rental of motor vehicles and related intermediation activities 100% Cazoo Properties Germany GmbH Germany Activities of other holding companies 100% CSS Germany GmbH & Co. KG Germany Rental of motor vehicles and related intermediation activities 100% Cazoo Trading Spain, S.L Spain Sale of motor vehicles 100% Cazoo Properties Spain, S.L Spain Activities of other holding companies 100% Cazoo Trading Italy SARL Italy Sale of motor vehicles 100% |
Share-Based Payments
Share-Based Payments | 12 Months Ended |
Dec. 31, 2022 | |
Share Based Payments [Abstract] | |
Share-based payments | 26. Share-based payments Under the Incentive Equity Plan, the Group operates an equity-settled share-based incentive scheme whereby options are granted under Unapproved share options for UK-based employees and Restricted Stock Units for Europe-based employees. The options vest in instalments over four years with expiry after ten years. Unvested options are forfeited if the employee leaves the Group before the options vest. Certain executive directors received awards, equally split between time-based and performance-based awards. Under the terms of the Incentive Equity Plan, the time-based awards will be eligible to vest in equal annual instalments on each of the first four anniversaries of the grant date, subject to continued employment through each such anniversary, and market performance criteria. Any portion of the performance-based awards that remain unvested as of the fifth anniversary of the grant will be forfeited. In January 2022, the Group established a 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 Group recognized a share-based charge for the year as follows: Year ended Year ended Year ended £’000 £’000 £’000 Incentive Equity Plan 44,312 13,599 - SAYE 184 - - EMI prior to the Transaction - 73 182 Unapproved prior to the Transaction - 29,096 3,577 Modification at the Transaction - 1,103 - 44,496 43,871 3,759 The following options were granted during the year ended December 31, 2022: Scheme Number Grant date Expiry date Incentive Equity Plan 2,295,099 01/01/2022 01/01/2032 Incentive Equity Plan 1,269,100 01/04/2022 01/04/2032 Incentive Equity Plan 1,087,250 01/07/2022 01/07/2032 Incentive Equity Plan 427,300 01/10/2022 01/10/2032 Incentive Equity Plan – Directors 3,933,339 01/10/2022 01/10/2032 SAYE 1,496,903 26/01/2022 31/08/2025 Total 2022 10,508,991 Unapproved prior to the Transaction 469,000 01/01/2021 01/01/2031 Unapproved prior to the Transaction 2,023,516 01/04/2021 01/04/2031 Incentive Equity Plan 23,915,248 01/10/2021 01/10/2031 Total 2021 26,407,764 Movements in share options during the year The following reconciles the share options outstanding at the beginning and end of the year. EMI Unapproved Incentive SAYE Number of Number of Number of Number of At December 31, 2020 4,683,683 8,121,393 - - Granted prior to the Transaction - 2,492,516 - - Forfeited prior to the Transaction (66,413 ) (579,713 ) - - Cash settled at the Transaction (34,690 ) (44,114 ) - - Replacements at the Transaction 1 (4,582,580 ) (9,990,082 ) 50,347,491 - Granted after the Transaction - - 23,915,248 - At December 31, 2021 - - 74,262,739 - Granted during the year - - 9,012,088 1,496,903 Exercised during the year - - (9,513,868 ) - Forfeited during the year - - (10,732,364 ) (884,823 ) Expired during the year - - (599,238 ) - At December 31, 2022 - - 62,429,357 612,080 1 The replacement options granted at the Transaction reflect the exchange ratio established in the Business Combination Agreement. Refer to Note 1 for further details. The share option numbers above are before giving effect to the reverse stock split which became effective on February 8, 2023. Refer to Note 28 for further details. Employee share option fair value assessment The following information is relevant in the determination of fair value of the employee share options granted during 2022: Incentive Equity Incentive Equity SAYE Valuation method N/A 1 Monte-Carlo Black-Scholes Exercise price £nil £nil £3.60 Expected volatility N/A 98% 53% Dividend yield Nil Nil Nil Risk free interest rate N/A 4.2% 1.2% Fair value per share £0.40 - £4.46 £0.31 £0.98 1 Considering that the Incentive Equity Plan awards vest over time without any further restrictions, the fair value is equal to the Company’s closing stock price as of the grant date. The following information is relevant in the determination of fair value of the employee share options granted during 2021: Unapproved Incentive Equity Incentive Equity Valuation method Monte-Carlo N/A Monte-Carlo Exercise price £nil £nil £nil Expected volatility 50% N/A 53% Dividend yield Nil Nil Nil Risk free interest rate 0.0% N/A 1.2% Fair value per share £8.27 - £23.74 £5.33 £2.93 |
Cash and Cash Equivalents
Cash and Cash Equivalents | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Cash And Cash Equivalents [Abstract] | ||
Cash and cash equivalents | 14. Cash and cash equivalents At At £’000 £’000 Cash at bank available on demand 171,812 179,817 Cash held in short-term deposit accounts 22,766 66,062 Cash and cash equivalents in the statement of financial position 194,578 245,879 Cash at bank and short-term deposits within assets held for sale — 12,442 Cash and cash equivalents in the statement of cash flows 194,578 258,321 | 27. Cash and cash equivalents At December 31 At December 31 £’000 £’000 Cash at bank available on demand 179,817 181,818 Cash held in short-term deposit accounts 66,062 10,811 Cash and cash equivalents in the statement of financial position 245,879 192,629 Cash at bank and short-term deposits within assets held for sale 12,442 - Cash and cash equivalents in the statement of cash flows 258,321 192,629 |
Events After the Reporting Date
Events After the Reporting Date | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Events After the Reporting Date [Abstract] | ||
Events After the Reporting Date | 16. Events after the reporting date In July 2023, the Group completed the sale of two of its vacated, freehold properties for proceeds of £7.8 million excluding VAT. With effect from August 10, 2023 the Group reduced its stocking facilities from £180 million to £130 million. | 28. Events after the reporting date 28.1 Delisting of public warrants of Cazoo Group Ltd On January 3, 2023, the New York Stock Exchange (“NYSE”, the “Exchange”) announced that the staff of NYSE Regulation determined to commence proceedings to delist the public warrants of Cazoo, each whole warrant exercisable for one Class A ordinary share — ticker symbol CZOO WS — from the NYSE. Trading in the Company’s warrants was suspended immediately. NYSE Regulation determined that the Company’s warrants were no longer suitable for listing based on “abnormally low” price levels, pursuant to Section 802.01D of the Listed Company Manual. 28.2 Revised 2023 Plan On January 18, 2023, the Group announced its revised FY 2023 plan which aims to improve the unit economics of the business. To enable these improvements, the Group reset its 2023 top line ambitions to 40,000-50,000 UK retail units, allowing the Group to focus on higher margin and faster moving inventory and to rationalize its operational footprint. 28.3 Reverse stock split On February 7, 2023, the Group announced the consolidation of the Company’s issued and unissued share capital, par value $0.0001 per share, at a ratio of 1-for-20 (the “reverse stock split”), as well as an increase in share capital (the “share increase”). After giving effect to the reverse stock split and the share increase the Company’s authorized share capital was US$435,500, divided into 165,000,000 Class A ordinary shares of a par value of US$0.002 each (the “Class A Shares”), 2,500,000 Class B ordinary shares of a par value of US$0.002 each, 50,000,000 Class C ordinary shares of a par value of US$0.002 each and 250,000 preference shares of a par value of US$0.002 each. The reverse stock split and the share increase were approved by Cazoo’s shareholders at the extraordinary general meeting of shareholders held on February 7, 2023 with over 95% of those voting giving approval for all proposals. The reverse stock split became effective at 4:05 p.m. (ET) on February 8, 2023. As a result of the reverse stock split, the number of Class A Shares issuable upon exercise of the Company’s (i) private warrants and (ii) public warrants was reduced at a ratio of 1-for-20, so that each warrant entitles a holder to purchase one twentieth (1/20th) of a Class A Share. The exercise price of each warrant was increased to $230.00 per share. In addition, as a result of the reverse stock split, the number of Class A Shares issuable upon conversion of the Convertible Notes was reduced at a ratio of 1-for-20. Pursuant to and in accordance with the terms of the indenture governing the Convertible Notes, the conversion rate of the Convertible notes was reduced from 200 Class A Shares per $1,000 principal amount of Convertible Notes to 10 Class A Shares per $1,000 principal amount of convertible notes. 28.4 Sale of German subscription business On February 17, 2023, the Group agreed to sell its German subscription business, Cluno GmbH, to ViveLaCar GmbH and The Platform Group GmbH & Co. KG. The agreement includes 100% of the capital and voting rights of the company Cluno GmbH and the Cluno brand along with the associated assets. All employees of Cluno will transfer to ViveLaCar GmbH as part of the agreement. As of the date of this report,it is too early to determine the financial effect. 28.5 Sale of Cazana data platform On February 22, 2023, the Group sold its third-party data platform, Cazana. The agreement includes the sale of the Cazana brand, platform and commercial contracts. As of the date of this report, it is too early to determine the financial effect. |
Related Party Transactions
Related Party Transactions | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Related Party Transactions [Abstract] | ||
Related party transactions | 17. Related party transactions No reportable related party transactions occurred during the six months ended June 30, 2023 or 2022 other than the remuneration of key management personnel. | 29. Related party transactions 29.1 Key management personnel The Directors are considered to be key management personnel of the Group. The amounts disclosed in the table are the amounts recognized as an expense during the year related to key management personnel. Year ended Year ended Year ended £’000 £’000 £’000 Short-term employee benefits 1,484 826 631 Post-employment pension benefits 114 50 23 Share-based payment transactions 23,104 14,926 - Total compensation paid to key management personnel 24,702 15,802 654 29.2 Other related party transactions No nil nil |
Right-of-use assets and lease l
Right-of-use assets and lease liabilities | 6 Months Ended |
Jun. 30, 2023 | |
Right of use assets and lease liabilities [Abstract] | |
Right-of-use assets and lease liabilities | 9. Right-of-use assets and lease liabilities During the six months ended June 30, 2023, right-of-use assets has decreased by £23.0 million from £118.8 million at December 31, 2022 to £95.8 million at June 30, 2023 primarily due to the disposal of £14.8 million of properties and transporters as part of the Revised 2023 Plan (six months ended June 30, 2022: £ nil nil The loss recognized on termination of the leases in continuing operations for the six month period to June 30, 2023 was £0.8 million (six months ended June 30, 2022: £ nil The remainder of the movement in right-of-use assets relates to depreciation of £8.0 million (six months ended June 30, 2022: £11.5 million) and foreign exchange. |
Equity and Share-Based Payments
Equity and Share-Based Payments | 6 Months Ended |
Jun. 30, 2023 | |
Equity and Share-Based Payments [Abstract] | |
Equity and Share-based payments | 15. Equity and Share-based payments Share capital On February 7, 2023, the Group announced the consolidation of the Company’s issued and unissued share capital, par value $0.0001 per share, at a ratio of 1-for-20 (the “reverse stock split”), as well as an increase in share capital (the “share increase”). After giving effect to the reverse stock split and the share increase the Company’s authorized share capital was US$435,500, divided into 165,000,000 Class A ordinary shares of a par value of US$0.002 each (the “Class A Shares”), 2,500,000 Class B ordinary shares of a par value of US$0.002 each, 50,000,000 Class C ordinary shares of a par value of US$0.002 each and 250,000 preference shares of a par value of US$0.002 each. The reverse stock split and the share increase were approved by Cazoo’s shareholders at the extraordinary general meeting of shareholders held on February 7, 2023 with over 95% of those voting giving approval for all proposals. The reverse stock split became effective at 4:05 p.m. (ET) on February 8, 2023. As a result of the reverse stock split, the number of Class A Shares issuable upon exercise of the Company’s (i) private warrants and (ii) public warrants was reduced at a ratio of 1-for-20, so that each warrant entitles a holder to purchase one twentieth (1/20th) of a Class A Share. The exercise price of each warrant was increased to $230.00 per share. In addition, as a result of the reverse stock split, the number of Class A Shares issuable upon conversion of the Convertible Notes was reduced at a ratio of 1-for-20. Pursuant to and in accordance with the terms of the Indenture governing the Convertible Notes, the conversion rate of the Convertible Notes was reduced from 200 Class A Shares per $1,000 principal amount of Convertible Notes to 10 Class A Shares per $1,000 principal amount of Convertible Notes. As at June 30, 2023, Cazoo had 38,764,228 Class A Shares outstanding (December 31, 2022: 768,797,693 Class A Shares outstanding not adjusted for the reverse stock split and 38,439,885 Class A Shares outstanding adjusted for reverse stock split). Share-based payments charge For the six months ended June 30, 2023, the Group recognized a net share-based payment charge of £1.8 million in the statement of profit or loss (six months ended June 30, 2022: £35.1 million). The Group also recognized a reversal of the share-based payment charge of £8.1m relating to the cancellation of shares by forfeiture. The following movements in the share-based payments reserve (included in retained earnings) occurred during the period ended June 30, 2023: £’000 At January 1, 2023 89,434 Adjustment to forfeiture rate (2,156 ) Share based payment charge – Incentive Equity Plan 12,026 Share based payment charge – SAYE scheme 93 Shares cancelled by forfeiture (8,124 ) At June 30, 2023 91,273 The following options were granted during the six months ended June 30, 2023: Scheme Number Grant date Expiry date Incentive Equity Plan 335,456 01/01/2023 01/01/2033 Incentive Equity Plan – Executive Directors 786,668 01/01/2023 01/01/2033 Incentive Equity Plan 112,150 01/04/2023 01/04/2033 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, 2023: Incentive 1 Incentive Equity Exercise price £ Nil £ Nil Expected volatility N/A 83.1 % Dividend yield Nil Nil Risk free interest rate N/A 3.74 % Fair value per share 1 £ 1.98–2.73 £ 3.39 – 4.64 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, 2023 was 3,667,396 (December 31, 2022: 3,152,072). The share option numbers give effect to the reverse stock split which became effective on February 8, 2023. As a result of the reverse 1-for-20 stock split, the fair value of share options has been multiplied by a factor of 20. By making these adjustments, the fair value of the employees share options is maintained following the share split. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 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, 2023 have been prepared in accordance with Accounting Standard IAS 34 Interim Financial Reporting Except as described in Note 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, 2022. | 2 1 Basis of preparation These consolidated financial statements have been prepared in accordance with international accounting standards in conformity with the requirements of International Financial Reporting Standards (IFRSs) as issued by the International Accounting Standards Board (IASB). They were authorized for issue by the Company’s Board of Directors on March 30, 2023. Details of the Group’s accounting policies are included in Note 3. In preparing these financial statements, management has made judgements, estimates and assumptions that affect the application of the Group’s accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to estimates are recognized prospectively. The areas where judgements and estimates have been made in preparing the financial statements and their effect are disclosed in Note 4. |
Basis of consolidation | 2.2 Basis of consolidation The consolidated financial statements comprise the financial statements of the Company and its subsidiaries as at December 31, 2022. Control is achieved when the Group is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. Specifically, the Group controls an investee if, and only if, the Group has: ● Power over the investee ● Exposure, or rights, to variable returns from its involvement with the investee ● The ability to use its power over the investee to affect its returns When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies in line with the Group’s accounting policies. All intra-group assets and liabilities, equity, income, expenses and cash flows relating to transactions between members of the Group are eliminated in full on consolidation. A change in the ownership interest of a subsidiary, without a loss of control, is accounted for as an equity transaction. The results of subsidiaries acquired are included from the date the Group obtained control of the subsidiary. | |
Basis of measurement | 2.3 Basis of measurement The financial statements have been prepared on the historical cost basis, except for financial assets, financial liabilities and share-based payments that have been measured at fair value. | |
New and amended standards and interpretations | 2.4 New and amended standards and interpretations The Group has not early adopted any standard, interpretation or amendment that has been issued but is not yet effective. Several amendments apply for the first time in 2022, but do not have an impact on the consolidated 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 | |
Standards issued but not yet effective | 2.5 Standards issued but not yet effective The new and amended standards and interpretations that are issued, but not yet effective, up to the date of the issuance of the Group’s financial statements are listed below. The Group intends to adopt these new and amended standards, if applicable, when they become effective. The new standards and amendments are not expected to have a material impact on the Group. Effective for annual reporting periods beginning on or after January 1, 2023: ● Amendments to IAS 1: Classification of Liabilities as Current or Non-current ● Definition of Accounting Estimates – Amendments to IAS 8 ● Disclosure of Accounting Policies – Amendments to IAS 1 and IFRS Practice Statement 2 | |
Presentational currency | 2.6 Presentational currency These financial statements are presented in Pounds Sterling, which is the Group’s functional currency. All amounts have been rounded to the nearest thousand, unless otherwise indicated. | |
Going concern | 2.1 Going concern The unaudited condensed consolidated interim financial statements have been prepared on a going concern basis. On January 18, 2023 the Company announced its revised 2023 plan (the “Revised 2023 Plan”), which aims to improve the unit economics of the business. The Group has implemented the Revised 2023 Plan during the six months ended June 30, 2023, and in the course of the first half of the year, the Group has closed certain of its vehicle preparation centers, customer centers, offices and has made significant headcount reductions. In accordance with the Revised 2023 Plan, the Group has focused on improving unit economics, reducing its fixed cost base and maximizing its cash runway. This has resulted in a significant improvement in retail gross profit per unit to £1,106 for the six months ended June 30, 2023. The Group has completed headcount and operational footprint rightsizing as part of the Revised 2023 Plan. These actions have delivered a reduction in the Group’s cash consumption during the six months ended June 30, 2023. For the going concern assessment, the Group has prepared a five-year plan which extends the Revised 2023 Plan through to 2027 (the “Five-Year Plan”). The Five-Year Plan includes actions to increase liquidity such as reduced fixed costs, the sale and leaseback of owned property and a reduction in inventory. The base case scenario has a forecast cash balance of around £70 million at August 31, 2024, the date looked at from a going concern perspective. There are certain inherent uncertainties in forecasting operating performance, including gross profit margin. In assessing the appropriateness of the going concern assumption, management of the Group (“Management”) has assessed the probability of achieving the budget and the impact if this is not achieved. To do so Management developed a severe but plausible downside scenario to the above base case, whereby the most sensitive assumptions have been flexed. These include limiting average gross profit margin for the whole of the period to 6.5%, increasing overhead costs by £1 million per month, and reducing the proceeds from the remaining planned sale and leaseback transactions by 50%. The business works with three lenders and as at the date of this report has total available stocking facilities of £130 million, of which £82 million was utilized at June 30, 2023. The stocking facilities have no fixed end date and are subject to annual review. There are no financial covenants attached to these facilities but certain of these facilities have triggers to revise the loan-to-value terms if cash falls below a certain level. While cash would fall below the trigger levels in the severe but plausible downside scenario, inventory financing could be moved to those lenders without triggers and the revised terms are only implemented gradually over time. Therefore, the impact on the Group’s cash flows is not significant during the going concern period. The severe but plausible downside scenario pre mitigations results in a positive cash position but it would be below target minimum liquidity. However, Management has the following actions available to mitigate this: reducing discretionary marketing spend, capital expenditure, headcount, reducing inventory levels further, and raising external finance. While Management is confident that the base case scenario provides adequate liquidity for the Group through to August 31, 2024, the ability of the Group to satisfy its current liabilities and maintain sufficient daily liquidity is dependent on successful execution of that plan, including actions which have not yet been implemented. Therefore, the severe but plausible downside scenario, which adjusts for certain inherent uncertainties in forecasting operating performance, including gross profit margin and the status of implementing those plans described above, raises substantial doubt about the Group’s ability to continue as a going concern. Management’s plans to mitigate the downside scenario adjustments that raise substantial doubt regarding the Group’s ability to continue as a going concern cannot be guaranteed or are not entirely within the Company’s control and therefore cannot be considered probable. In addition to the factors set out above, Management also considered the Group’s debt in the form of its 2.00% Convertible Senior Notes due 2027 (the “Convertible Notes”) which bear regular interest at a fixed 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 interest, upon the occurrence of a Fundamental Change, which includes, among other things, if the Company’s Class A ordinary shares cease to be listed on the New York Stock Exchange (“NYSE”), (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 accompanying unaudited condensed consolidated interim financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the ordinary course of business and the Group maintaining a listing on the NYSE. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of the uncertainties described above. | 2.7 Going concern The financial statements have been prepared on a going concern basis. The Board of Directors have approved a budget for the financial year ended December 31, 2023 which targets a lower retail volume of 40,000-50,000 units compared to approximately 65,000 units in the year ended December 31, 2022. This plan is designed to allow the Group to focus on unit economics through higher margin, faster moving inventory and rationalization of its operational footprint. In line with the lower unit expectations for 2023 and the current economic climate, the plan includes the closure of certain vehicle preparation centers, customer collection centers and further headcount reductions, which are already underway. The plan is expected to deliver a significant reduction in the Group’s cash consumption and continued progress towards the Group’s goal of reaching profitability, without the need to raise further external funding over the going concern period to April 30, 2024. The 2023 budget has a forecast cash balance of over £120 million at December 31, 2023. The 2023 budget has then been extended through to April 30, 2024, for the going concern assessment, with a forecast cash balance of over £80 million at April 30, 2024. The plan includes actions to increase liquidity such as a prospective sale and leaseback of owned property, the continued financing of UK retail inventory and the unwinding of the UK subscriptions business to realize cash from subscription vehicles in property, plant and equipment. Given the stage of evolution of the Group, there are certain inherent uncertainties in forecasting operating performance, including gross profit margin. Therefore, in assessing the appropriateness of the going concern assumption, Management of the Group (“ Management 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. Under all circumstances, Management will be seeking to sublet empty vehicle preparation centers and customer collection centers and to improve the mainland Europe exit plans. Management believes these mitigating actions, in combination, could give rise to additional savings of over £35 million in the period. Therefore downside scenarios such as those described, and certain inherent uncertainties in forecasting operating performance, including gross profit margin, and the status of implementing those plans described above, combine to raise substantial doubt about the Group’s ability to continue as a going concern. Management’s plans to alleviate the conditions that raise substantial doubt regarding the Group’s ability to continue as a going concern cannot be guaranteed or are not entirely within the Company’s control and therefore cannot be considered probable. The Group utilizes stocking finance to support inventory purchasing. In the UK, the business works with four lenders and had total available stocking facilities of £240 million at December 31, 2022, of which £162 million was utilized. The stocking facilities have no fixed end date but are subject to annual review. Management are proactively reducing the available facilities to reflect the lower volume 2023 budget. There are no financial covenants attached to these facilities. Certain of these facilities have triggers to revise the loan-to-value 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. The Group also has debt in the form of Convertible Notes which bear regular interest at a fixed 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 interest, upon the occurrence of a Fundamental Change, which includes, among other things, if the Class A Shares cease to be listed on the New York Stock Exchange (“ NYSE Indenture The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the ordinary course of business and the Group maintaining a listing on the NYSE. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of the uncertainties described above. |
Revenue | 3.1 Revenue The Group evaluates revenue from contracts with customers based on the five-step model under IFRS 15: (1) identify the contract with the customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the separate performance obligations; and (5) recognize revenues when (or as) each performance obligation is satisfied. Revenue is measured based on the consideration the Group expects to be entitled to in a contract with a customer and excludes amounts collected on behalf of third parties. The Group recognizes revenue when it transfers control over a product or service to a customer. Retail The Group sells reconditioned vehicles directly to its customers, primarily through its online platform. The prices of vehicles are set forth in the customer contracts at stand-alone selling prices, which are agreed prior to delivery. The Group satisfies its performance obligations for vehicle sales upon delivery when the transfer of title, risks, and rewards of ownership and control pass to the customer. The Group recognizes revenue at the agreed-upon purchase price stated in the contract less an estimate for returns. Estimates for returns are based on an analysis of historical experience, trends and sales data. Changes in these estimates are reflected as an adjustment to revenue in the period identified. The amount of consideration received for vehicles includes non-cash consideration representing the value of part exchange vehicles, if applicable. The value of part exchange vehicles is agreed by the customer at the time of purchase and is stated in the contract. Prior to the delivery of the vehicle, the payment is received, or financing has been arranged. Revenue is recognized net of sales tax. Retail revenue also includes the fixed commission from the sale of a small number of vehicles where Cazoo acts as an agent. Under IFRS 15 only the net commission received from these sales is recorded within revenue, with 100% of that revenue contributing towards gross profit. Contract liabilities relate to undelivered retail orders. Contract liabilities are recognized at the point when cash is received for the order and are derecognized into revenue upon delivery to the customer. Retail revenue also comprises ancillary products (including financing commission, warranty commission, paint protection and any add-ons), together with delivery charges and admin fees. Ancillary revenues were previously included in “Other sales”. The comparatives for 2021 and 2020 have been restated for consistency. Customers purchasing vehicles from the Group may enter into a contract for finance or enter a contract to extend their warranty after the initial 90-day inclusive period through the Group’s platform. The Group acts as an agent and receives a commission for the arrangement of these contracts from the principal. The Group recognizes commission revenue at the time of sale, net of a reserve for estimated contract cancellations. The reserve for cancellations is estimated based upon historical experience and recent trends and is reflected as a reduction in revenue. Changes in these estimates are reflected as an adjustment to revenue in the period identified. Contract assets relate to commission revenue earned but not invoiced at the period end. The commission earned is conditional upon the delivery of the vehicle to the customer and no return being made by the customer. Wholesale The Group sells vehicles through car auctions to trade and other buyers. The vehicles sold via auction are primarily acquired from customers as part-exchanges or through our direct car buying channel that do not meet the Group’s quality standards to list and sell as retail vehicles. The Group satisfies its performance obligation for wholesale sales when the purchaser obtains control of the underlying vehicle which is at the point the vehicle is sold at auction. Other sales Other sales comprises revenue from walk-in servicing, subscription services, third-party reconditioning and the provision of data services. At the Group’s customer centers, vehicle servicing products are offered including interim, full and major servicing, MOT tests, general repairs and one-off checks and treatments. The Group satisfies its performance obligations at the point the agreed work is completed. The Group recognizes revenue at the agreed purchase price net of sales tax. The Group provided third-party reconditioning services during the year. The Group satisfies its performance obligations at the point the agreed work is completed. Revenue from subscription services is recognized under IFRS 16 and as such is recognized on a straight-line basis over the contract period. The subscription service allows customers to subscribe for a vehicle over a period of time for a monthly fee as an alternative to ownership. Revenue from the provision of related services such as maintenance and breakdown are recognized separately in accordance with IFRS 15 – over time, as the service is provided. The Group also provides data services whereby customers access selected Cazoo vehicle data for a monthly fee. Revenue is recognized in accordance with IFRS 15 based on actual data usage for these contracts. | |
Cost of sales | 3.2 Cost of sales Cost of sales primarily relates to vehicle acquisition costs and reconditioning costs, as well as any necessary adjustments to reflect vehicle inventory at the lower of cost and net realizable value. Vehicle reconditioning costs are the direct costs associated with preparing the vehicles for resale and typically include the cost of parts, labor and inbound transportation costs. Cost of sales also includes the cost of providing drive-away insurance, fuel, vehicle warranty, buyers fees, and other costs incurred in providing ancillary products and services. Cost of sales also includes the depreciation of cars out on subscription. | |
Leasing | 3.3 Leasing Group acting as a lessee The Group assesses at contract inception whether a contract is, or contains, a lease. That is, if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. The Group applies a single recognition and measurement approach for all leases, except for short-term leases and leases of low-value assets. The Group classifies assets with value less than £5,000 as low-value. The Group recognizes lease liabilities to make lease payments and right-of-use assets representing the right to use the underlying assets. Right-of-use assets The Group recognizes right-of-use assets at the commencement date of the lease (i.e. the date the underlying asset is available for use). Right-of-use assets are measured at cost, less any accumulated depreciation and impairment losses, and adjusted for any remeasurement of lease liabilities. The cost of right-of-use assets includes the amount of lease liabilities recognized, initial direct costs incurred, and lease payments made at or before the commencement date less any lease incentives received. Right-of-use assets are depreciated on a straight-line basis over the shorter of the lease term and the estimated useful lives of the assets, as follows: Leasehold property 1 – 20 years Fixtures and fittings 5 years Subscription vehicles 1 – 3 years Other motor vehicles 4 years The estimated useful life of leasehold property has decreased in the year ended December 31, 2022 as a result of lease modifications during the year. Depreciation of right-of-use subscription vehicles is recognized within cost of sales in the statement of profit or loss. Depreciation of other right-of-use assets is recognized within operating expenses in the statement of profit or loss. Lease liabilities At the commencement date of the lease, the Group recognizes lease liabilities measured at the present value of lease payments to be made over the lease term. The lease payments include fixed payments (including in-substance fixed payments) less any lease incentives receivable, variable lease payments that depend on an index or a rate, and amounts expected to be paid under residual value guarantees. Variable lease payments that do not depend on an index or a rate are recognized as expenses (unless they are incurred to produce inventory) in the period in which the event or condition that triggers the payment occurs. Interest on lease liabilities is recognized within finance expense in the statement of profit or loss. Sale and leaseback A sale and leaseback transaction is one where the Group sells an asset and immediately reacquires the use of the asset by entering into a lease with the buyer. The Group accounts for sale and leaseback transactions in accordance with IFRS 16. The Group derecognizes the underlying asset when it satisfies the criteria for the transfer of control to the buyer in accordance with IFRS 15. The Group recognizes the gain or loss, if any, that relates to the rights transferred to the buyer and adjusted for off-market terms. The Group recognizes a right-of-use asset and a lease liability for the leaseback. Group acting as a lessor The subscription of vehicles to customers is recognized under IFRS 16. When the Group acts as a lessor, it determines at the lease inception whether each lease is a finance lease or an operating lease. To classify each lease, the Group makes an overall assessment of whether the lease transfers substantially all of the risks and rewards incidental to ownership of the underlying asset. If this is the case, then the lease is a finance lease; if not, then it is an operating lease. As part of this assessment, the Group considers certain indicators such as whether the lease is for the major part of the economic life of the asset. When the Group is an intermediate lessor, it accounts for its interests in the head lease and the sub-lease separately. It assesses the lease classification of a sub-lease with reference to the right-of-use asset arising from the head lease, not with reference to the underlying asset. If a head lease is a short-term lease to which the Group applies the short-term lease exemption, then it classifies the sub-lease as an operating lease. If an arrangement contains lease and non-lease components, then the Group applies IFRS 15 to allocate the consideration in the contract. The Group recognizes lease payments received under operating leases as revenue on a straight-line basis over the lease term as part of “Other sales”. The Group recognizes finance income over the lease term, reflecting a constant periodic rate of return on the Group’s net investment in the lease. The Group applies the derecognition and impairment requirements in IFRS 9 to the net investment in the lease. The Group further regularly reviews estimated unguaranteed residual values used in calculating the gross investment in the lease. | |
Employee benefits | 3.4 Employee benefits Short-term and long-term employee benefits A liability is recognized for benefits accruing to employees in respect of wages and salaries, annual leave and sick leave in the period the related service is rendered at the undiscounted amount of the benefits expected to be paid in exchange for that service. Liabilities recognized in respect of short-term employee benefits are measured at the undiscounted amount of the benefits expected to be paid in exchange for the related service. Defined contribution schemes Contributions to defined contribution pension schemes are charged to the statement of comprehensive income in the period to which they relate. | |
Share-based payments | 3.5 Share-based payments Equity-settled share-based payments to employees are measured at the fair value of the equity instruments at the grant date. The fair value determined at the grant date of the equity-settled share-based payments is expensed on a straight-line basis over the vesting period, based on the Group’s estimate of equity instruments that will eventually vest, with a corresponding increase in equity. At the end of each reporting period, the Group revises its estimate of the number of equity instruments expected to vest. The impact of the revision of the original estimates, if any, is recognized in the statement of profit or loss such that the cumulative expense reflects the revised estimate, with a corresponding adjustment to the retained earnings. Service and non-market performance conditions are not taken into account when determining the grant date fair value of awards, but the likelihood of the conditions being met is assessed as part of the Group’s best estimate of the number of equity instruments that will ultimately vest. Market performance conditions are reflected within the grant date fair value. Save As You Earn (“SAYE”) scheme 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. | |
Government grants | 3.6 Government grants Grants from the government are recognized at their fair value where there is reasonable assurance that the grant will be received, and the Group will comply with all attached conditions. The Group received subsidies for electric subscription vehicles from the German government during the year. Amounts received are initially recognized as deferred income and then recognized in the statement of profit or loss over the useful life of the asset. In the prior years, the Group received funds in connection to the Job Retention Scheme launched as part of the UK Government’s response to the COVID-19 pandemic. Amounts received were recognized net within the statement of profit or loss as income or a reduction to expenses. | |
Taxation | 3.7 Taxation Income tax expense represents the sum of the tax currently payable and deferred tax. Current tax The tax currently payable is based on taxable profit for the period. Taxable profit differs from “profit before tax” as reported in the statement of profit or loss and other comprehensive income because of items of income or expense that are taxable or deductible in other years and items that are never taxable or deductible. The Group’s current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period. Deferred tax Deferred tax assets and liabilities are recognized where the carrying amount of an asset or liability in the consolidated statement of financial position differs from its tax base, except for differences arising on: ● the initial recognition of goodwill; ● the initial recognition of an asset or liability in a transaction which is not a business combination and at the time of the transaction affects neither accounting or taxable profit; and ● investments in subsidiaries and jointly controlled entities where the Group is able to control the timing of the reversal of the difference and it is probable that the difference will not reverse in the foreseeable future. Recognition of deferred tax assets is restricted to those instances where it is probable that taxable profit will be available against which the difference can be utilized. The amount of the asset or liability is determined using tax rates that have been enacted or substantively enacted by the reporting date and are expected to apply when the deferred tax assets are recovered. Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when deferred income tax assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities where there is an intention to settle balances on a net basis. Current and deferred tax Current and deferred tax are recognized in the statement of profit or loss, except when they relate to items that are recognized in other comprehensive income or directly in equity, in which case, the current and deferred tax are also recognized in other comprehensive income or directly in equity respectively. Where current tax or deferred tax arises from the initial accounting for a business combination, the tax effect is included in the accounting for the business combination. | |
Cash and cash equivalents | 3.8 Cash and cash equivalents Cash and cash equivalents in the statement of financial position comprises cash at banks and short-term highly liquid deposits with a maturity of three months or less, that are readily convertible to a known amount of cash and subject to insignificant risk of change in value. | |
Business combinations | 3.9 Business combinations The acquisition of subsidiaries and businesses is accounted for using the acquisition method in accordance with IFRS 3. The consideration for each acquisition is measured at the aggregate of fair values of assets given, liabilities incurred or assumed, and equity instruments issued by the Group in exchange for control of the acquiree. Acquisition related costs other than those associated with the issue of debt or equity securities, are recognized in the consolidated statement of comprehensive income as incurred. At the acquisition date the identifiable assets acquired and liabilities assumed are recognized at their fair value with the exception of deferred tax assets and liabilities, which are measured in accordance with IAS 12 - income taxes. Identifiable net assets include the recognition of any separately identifiable intangible assets. Deferred and contingent consideration are measured at fair value at the date of acquisition. Where the amounts payable are classified as a financial liability any subsequent change in the fair value is charged/credited to the Group’s consolidated statement of comprehensive income. Amounts classified as equity are not subsequently remeasured. Where consideration to management shareholders is contingent on their continued employment the amount is recognized as a remuneration expense in the statement of comprehensive income over the deferral period. | |
Property, plant and equipment | 3.10 Property, plant and equipment Items of property, plant and equipment are measured at cost less accumulated depreciation and any accumulated impairment losses. If significant parts of an item of property, plant and equipment have different useful lives, then they are accounted for as separate items (major components) of property, plant and equipment. Any gain or loss on disposal of an item of property, plant and equipment is recognized in the statement of profit or loss. Subsequent expenditure is capitalized only if it is probable that the future economic benefits associated with the expenditure will flow to the Group. Subscription vehicles are transferred from property, plant and equipment to inventory at their carrying amount when existing subscription contracts come to an end. Depreciation is provided on all items of property, plant and equipment so as to write off their carrying value over their expected useful economic lives. It is provided at the following range: Freehold buildings 50 years Leasehold improvements 5 – 50 years Fixtures and fittings 3 – 15 years Computer equipment 1 – 5 years Subscription vehicles 1 – 13 years Other motor vehicles 1 – 5 years Plant and machinery 3 – 15 years The residual values and economic lives of assets are reviewed on an annual basis. Freehold land is not depreciated. | |
Intangible assets and goodwill | 3.11 Intangible assets and goodwill Intangible assets Intangible assets with finite useful lives that are acquired separately are carried at cost less accumulated amortization and accumulated impairment losses. Amortization is recognized on a straight-line basis over their estimated useful lives. Amortization is recognized within operating expenses in the statement of profit or loss. The estimated useful life and amortization method are reviewed at the end of each reporting period, with the effect of any changes in estimate being accounted for on a prospective basis. Domain names 1 – 5 years Development costs and software 3 – 10 years Customer relationships 1 year Brand 1 year Internally-generated intangible assets Expenditure on research activities is recognized as an expense in the period in which it is incurred. An internally-generated intangible asset arising from development (or from the development phase of an internal project) is recognized if, and only if, all of the following have been demonstrated: ● the technical feasibility of completing the intangible asset so that it will be available for use or sale; ● the intention to complete the intangible asset and use or sell it; ● the ability to use or sell the intangible asset; ● how the intangible asset will generate probable future economic benefits; ● the availability of adequate technical, financial and other resources to complete the development and to use or sell the intangible asset; and ● the ability to measure reliably the expenditure attributable to the intangible asset during its development. The amount initially recognized for internally-generated intangible assets is the sum of the expenditure incurred from the date when the intangible asset first meets the recognition criteria listed above. Expenditure includes both employees of the Group and external contractors contributing to the development projects. Where no internally-generated intangible asset can be recognized, development expenditure is recognized in the statement of profit or loss in the period in which it is incurred. Subsequent to initial recognition, internally-generated intangible assets are reported at cost less accumulated amortization and accumulated impairment losses, on the same basis as intangible assets that are acquired separately. Goodwill Goodwill arising on a business combination represents the difference between the fair value of the consideration paid and the fair value of assets and liabilities acquired and is recorded as an intangible asset. Goodwill is not subsequently subject to amortization but is tested for impairment annually and whenever the Directors have an indication that it may be impaired. For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the combination. Any impairment in carrying value is charged to the consolidated statement of comprehensive income. | |
Impairment of tangible and intangible assets other than goodwill | 3.12 Impairment of tangible and intangible assets other than goodwill At the end of each reporting period, the Group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). When it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs. When a reasonable and consistent basis of allocation can be identified, corporate assets are also allocated to individual cash-generating units, or otherwise they are allocated to the smallest group of cash-generating units for which a reasonable and consistent allocation basis can be identified. Intangible assets not yet available for use are tested for impairment at least annually, and whenever there is an indication that the asset may be impaired. Recoverable amount is the higher of fair value less costs of disposal and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted. If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognized immediately in the statement of profit or loss. When an impairment loss subsequently reverses, the carrying amount of the asset (or a cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognized for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognized immediately in the statement of profit or loss. | |
Inventory | 3.13 Inventory Inventory consists of vehicles purchased, direct and indirect vehicle reconditioning costs, including parts and labor and inbound transportation costs. Inventory is stated at the lower of cost and net realizable value. The costs of inventory are determined by specific identification. Net realizable value is the estimated selling price less costs to complete and transport the vehicles. Selling prices are derived from historical data and trends, such as sales price and inventory turn times of similar vehicles, as well as independent market data. Each reporting period the Group recognizes any necessary adjustments to reflect vehicle inventory at the lower of cost or net realizable value through cost of sales. | |
Provisions | 3.14 Provisions Provisions are recognized when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that the Group will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation. The amount recognized as a provision is the best estimate of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation. When a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows (when the effect of the time value of money is material). | |
Convertible Notes and embedded derivative | 3.15 Convertible Notes and embedded derivative 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. 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 December 31, 2022 is presented as current, as it will be settled within the next twelve 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. | |
Warrants | 3.16 Warrants Warrants are classified and accounted for as derivative financial liabilities and are initially recognized at their fair value. The warrants are subsequently re-measured at fair value at each reporting date with changes in fair value recognized in other income and expenses within the statement of profit or loss. The fair value is determined using a Black-Scholes model for the private warrants. | |
Financial instruments | 3.17 Financial instruments Financial assets and financial liabilities are recognized when an entity becomes a party to the contractual provisions of the instruments. Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value are recognized immediately in the statement of profit or loss. Financial assets All recognized financial assets are subsequently measured in their entirety at either amortized cost or fair value, depending on the classification of the financial assets. Classification of financial assets Financial assets that meet the following conditions are subsequently measured at amortized cost: ● the financial asset is held within a business model whose objective is to hold financial assets in order to collect contractual cash flows; and ● the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. Financial assets that meet the following conditions are subsequently measured at fair value through other comprehensive income (“FVOCI”): ● the financial asset is held within a business model whose objective is achieved by both collecting contractual cash flows and selling the financial assets; and ● the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. Amortized cost and effective interest method Interest income is recognized using the effective interest method for financial assets measured at amortized cost. For financial instruments other than purchased or originated credit-impaired financial assets, interest income is calculated by applying the effective interest rate to the gross carrying amount of the financial asset. Interest income is recognized in the statement of profit or loss within finance income. Impairment of financial assets The Group recognizes a loss allowance for expected credit losses on trade receivables, other receivables, and accrued income. The amount of expected credit loss is updated at each reporting date to reflect changes in credit risk since the initial recognition of the respective financial instrument. The Group recognizes lifetime expected credit losses (“ECL”) for trade receivables, other receivables, and amounts due from customers under contracts. The expected credit losses on these financial assets are estimated using a provision matrix based on the Group’s historical credit loss experience, adjusted for factors that are specific to the debtors, general economic conditions and an assessment of both the current as well as the forecast direction of conditions at the reporting date, including time value of money where appropriate. Lifetime ECL represents the expected credit losses that will result from all possible default events over the expected life of a financial instrument. Significant increase in credit risk In assessing whether the credit risk on a financial asset has increased significantly since initial recognition, the Group compares the risk of a default occurring on the financial assets as at the reporting date with the risk of a default occurring on the financial asset as at the date of initial recognition. In making this assessment, the Group considers both quantitative and qualitative information that is reasonable and supportable. Financial liabilities All financial liabilities are subsequently measured at amortized cost using the effective interest method or at fair value through profit or loss (“FVTPL”). Financial liabilities subsequently measured at amortized cost Financial liabilities that are not (i) contingent consideration of an acquirer in a business combination, (ii) held for trading, or (iii) designated as at FVTPL, are subsequently measured at amortized cost using the effective interest method. The effective interest method is a method of calculating the amortized cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that discounts estimated future cash payments (including all fees and points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the financial liability, or (where appropriate) a shorter period, to the amortized cost of a financial liability. Derecognition of financial liabilities The Group derecognizes financial liabilities when, and only when, the Group’s obligations are discharged, cancelled or have expired. The difference between the carrying amount of the financial liability derecognized and the consideration paid and payable, including any non-cash assets transferred or liabilities assumed, is recognized in the statement of profit or loss. Fair value measurement All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorized within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole: Level 1 — Quoted (unadjusted) market prices in active markets for identical assets or liabilities Level 2 — Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable Level 3 — Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable | |
Business segments | 3.18 Business segments The Board of Directors has been identified as the Group’s chief operating decision maker. The monthly reporting pack provided to the Board has been used as the basis for determining the Group’s operating segments. The key financial performance metrics monitored by the chief operating decision maker include revenue, gross profit, operating expenses and adjusted EBITDA. During the year ended December 31, 2022 there was a change in the segmentation of the Group following the launch of the Cazoo retail proposition in Europe. The monthly reporting pack provided to the Board disaggregated the performance of the business on a UK and EU basis. Management has therefore determined that there exist two operating segments, UK and EU. The UK segment’s results are equivalent to the Group’s results from continuing operations which are disclosed in the statement of profit or loss. The EU segment has been classified as a discontinued operation and the Group has not disclosed the results within the segment disclosures in Note 10 in accordance with IFRS 8. | |
Assets held for sale and discontinued operations | 3.19 Assets held for sale and discontinued operations The Group classifies non-current assets and disposal groups as held for sale if their carrying amounts will be recovered principally through a sale transaction rather than through continuing use. Non-current assets and disposal groups classified as held for sale are measured at the lower of their carrying amount and fair value less costs to sell. Costs to sell are the incremental costs directly attributable to the disposal of an asset (disposal group), excluding finance expense and income tax expense. The criteria for held for sale classification is regarded as met only when the sale is highly probable, and the asset or disposal group is available for immediate sale in its present condition. Actions required to complete the sale should indicate that it is unlikely that significant changes to the sale will be made or that the decision to sell will be withdrawn. Management must be committed to the plan to sell the asset and the sale expected to be completed within one year from the date of the classification. Property, plant and equipment and intangible assets are not depreciated or amortized once classified as held for sale. Assets and liabilities classified as held for sale are presented separately as current items in the statement of financial position. Discontinued operations are excluded from the results of continuing operations and are presented as a single amount as profit or loss after tax from discontinued operations in the statement of profit or loss. Additional disclosures are provided in Note 12. All other notes to the financial statements include amounts for continuing operations, unless indicated otherwise. When the Group loses control over a subsidiary, it derecognizes the assets and liabilities of the subsidiary, and any components of equity. Any resulting gain or loss is recognized in the statement of profit or loss. | |
Foreign currency | 3.20 Foreign currency Foreign currency transactions Transactions in foreign currencies are translated into the Group’s functional currency (Pounds Sterling) at the exchange rates at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies are translated into the functional currency at the exchange rate at the reporting date. Non-monetary assets and liabilities that are measured at fair value in a foreign currency are translated into the functional currency at the exchange rate when the fair value was determined. Non-monetary items that are measured based on historical cost in foreign currency are translated at the exchange rate at the date of the transaction. Foreign currency differences are recognized in the statement of profit or loss and presented within other income and expenses. Foreign operations The assets and liabilities of foreign (non-UK) operations, including goodwill and fair value adjustments arising on acquisition, are translated at the exchange rates at the reporting date. The income and expenses of foreign operations are translated at the exchange rates at the dates of the transactions. Foreign currency differences are recognized in other comprehensive income and accumulated in the translation reserve. | |
New standards, interpretations and amendments adopted by the Group | 2.2 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, 2022, except for the adoption of new standards effective as of January 1, 2023. The Group has not early adopted any standard, interpretation or amendment that has been issued but is not yet effective. The Group has adopted International Tax Reform – Pillar Two Model Rules – Amendments to IAS 12 Several amendments apply for the first time in 2023, but do not have an impact on the unaudited condensed consolidated interim financial statements of the Group: ● IFRS 17 Insurance Contracts ● Definition of Accounting Estimates - Amendments to IAS 8 ● Disclosure of Accounting Policies - Amendments to IAS 1 and IFRS Practice Statement 2 ● Deferred Tax related to Assets and Liabilities arising from a Single Transaction – Amendments to IAS 12 |
Accounting Policies (Tables)
Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure of Accounting Policies [Abstract] | |
Schedule of Right-of-Use Assets | Right-of-use assets are depreciated on a straight-line basis over the shorter of the lease term and the estimated useful lives of the assets, as follows: Leasehold property 1 – 20 years Fixtures and fittings 5 years Subscription vehicles 1 – 3 years Other motor vehicles 4 years |
Schedule of Property, Plant and Equipment | Depreciation is provided on all items of property, plant and equipment so as to write off their carrying value over their expected useful economic lives. It is provided at the following range: Freehold buildings 50 years Leasehold improvements 5 – 50 years Fixtures and fittings 3 – 15 years Computer equipment 1 – 5 years Subscription vehicles 1 – 13 years Other motor vehicles 1 – 5 years Plant and machinery 3 – 15 years |
Schedule of Estimated Useful Life of Intangible Assets | The estimated useful life and amortization method are reviewed at the end of each reporting period, with the effect of any changes in estimate being accounted for on a prospective basis. Domain names 1 – 5 years Development costs and software 3 – 10 years Customer relationships 1 year Brand 1 year |
Revenue (Tables)
Revenue (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Revenue [Abstract] | ||
Schedule of Material Revenue | The following is an analysis of the Group’s revenue for the period from continuing operations. Six months Six months Type of goods or services Retail 1 376,386 497,790 Wholesale 35,984 68,888 Other sales 1 6,192 16,542 418,562 583,220 Timing of revenue recognition Goods and services transferred at a point in time 413,561 575,225 Goods and services transferred over time 5,001 7,995 418,562 583,220 1 Retail includes the aggregate retail sales price and ancillary products (including financing commission, warranty commission, paint protection and any add-ons), together with delivery charges and admin fees, from all vehicles sold through the Group’s retail channel in the year. Ancillary revenues were previously presented in “Other sales”. The comparatives for the six months ended June 30, 2022 have been restated for consistency (ancillary revenues were £17.5 million for the six months ended June 30, 2022). | Year ended Year ended Year ended Type of goods or services Retail 1 1,103,557 515,711 153,541 Wholesale 116,541 103,203 8,667 Other sales 1 28,493 36,509 - 1,248,591 655,423 162,208 Timing of revenue recognition Goods and services transferred at a point in time 1,231,204 645,952 162,208 Goods and services transferred over time 17,387 9,471 - 1,248,591 655,423 162,208 1 Retail includes the aggregate retail sales price and ancillary products (including financing commission, warranty commission, paint protection and any add-ons), together with delivery charges and admin fees, from all vehicles sold through the Group’s retail channel in the year. Ancillary revenues were previously presented in “Other sales”. The comparatives for 2021 and 2020 have been restated for consistency (ancillary revenues were £15.2 million for the year ended 31 December, 2021 and £3.1 million for the year ended December 31, 2020). |
Schedule of Revenue Expected to be Recognized in the Future Related to Performance Obligations | 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. At At Undelivered vehicles and service plans 18,853 19,374 | Revenue expected to be recognized in the future related to performance obligations that are unsatisfied (or partially unsatisfied) at the year-end is summarized as below. Within one Within one £’000 £’000 Undelivered vehicles 19,374 7,911 |
Operating Expenses (Tables)
Operating Expenses (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Operating Expenses [Abstract] | |
Schedule of Operating Expenses | Operating loss from continuing operations is stated after charging: Year ended Year ended Year ended Depreciation of property, plant and equipment and right-of-use assets 34,900 21,172 5,897 Amortization of intangible assets 19,332 30,475 1,292 Impairment of intangible assets and goodwill 299,377 5,493 - Expensed research and development costs 16,106 8,154 6,697 |
Employee Benefit Expenses (Tabl
Employee Benefit Expenses (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Employee Benefit Expenses [Abstract] | |
Schedule of Employee Benefit Expenses | Employee benefit expenses (including Directors) comprise: Year ended Year ended Year ended Wages and salaries 132,742 71,219 10,913 Employer’s national insurance 13,990 7,772 2,092 Short-term non-monetary benefits 1,114 430 416 Defined contribution pension cost 6,387 3,408 871 Share-based payment expenses 44,496 43,871 3,759 198,729 126,700 18,051 |
Finance Income and Expense (Tab
Finance Income and Expense (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Finance Income and Expense [Abstract] | |
Schedule of Finance Income and Expense | Year ended Year ended Year ended 2022 2021 2020 £’000 £’000 £’000 Finance income Interest on bank deposits 2,111 232 486 Total finance income 2,111 232 486 Finance expense Interest on Convertible Notes (41,351 ) - - Interest on loans and borrowings (6,940 ) (3,327 ) (1,000 ) Interest on lease liabilities (5,048 ) (1,336 ) (298 ) Total finance expense (53,339 ) (4,663 ) (1,298 ) |
Other Income and Expenses (Tabl
Other Income and Expenses (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Earnings Per Share [Abstract] | ||
Schedule of Other Income and Expenses | Other income and expenses Six months Six months Fair value movement in the Convertible Notes and embedded derivative (226 ) 168,085 Fair value movement in the warrants 478 41,840 Foreign exchange movements 14,126 (51,952 ) 14,378 157,973 | Year ended Year ended Year ended Fair value movement in the Convertible Notes and embedded derivative 198,769 - - Fair value movement in the warrants 47,097 26,671 - Foreign exchange movements (51,630 ) - - IFRS 2 expense on the Transaction (non-cash) - (240,810 ) - 194,236 (214,140 ) - |
Segment Information (Tables)
Segment Information (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Segment Information [Abstract] | ||
Schedule of Non-Current Assets by Geographic Location | The following table presents the Group’s non-current assets by geographic location. At At Non-current assets UK 172,531 262,541 EU 46 1,855 Total 172,577 264,396 | The following table presents the Group’s non-current assets by geographic location. At At Non-current assets UK 262,541 496,245 EU 1,855 48,446 Total 264,396 544,691 |
Taxation (Tables)
Taxation (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Taxation [Abstract] | ||
Schedule of Tax Credit | Tax credit Year ended Year ended Year ended 2022 2021 2020 Current tax: Adjustment in respect of prior years - 190 - Deferred tax: Origination and reversal of timing differences (5,997 ) (3,867 ) (969 ) Adjustment in respect of prior years - 191 - Effect of tax rate change on opening balance (1,355 ) 1,324 - Tax credit (7,352 ) (2,162 ) (969 ) | |
Schedule of Tax Credit on Profit and Loss | The tax credit for the year can be reconciled to the statement of profit and loss as follows: Year ended Year ended Year ended 2022 2021 2020 Loss before tax from continuing operations (525,474 ) (531,454 ) (99,847 ) Loss before tax from discontinued operations (188,422 ) (17,759 ) (3,809 ) Current corporation tax rate of 19% (99,840 ) (98,727 ) (18,971 ) Impact of difference in overseas tax rates (17 ) - - Expenses not deductible for tax purposes 977 55,356 1,238 Adjustment in respect of previous periods - 381 - Impact of rate change (1,355 ) 1,402 - Deferred tax asset not recognized 35,867 64,336 17,733 Impact of share scheme 9,089 - - Impairment of goodwill 47,927 - - Utilization of deferred tax previously unrecognized - (23,862 ) - Difference between corporation tax and deferred tax rate - (423 ) - Benefit of tax incentives - (625 ) - Research and development claim – prior year - - (969 ) Tax credit (7,352 ) (2,162 ) (969 ) | |
Schedule of Deferred Tax | Deferred tax At At 2022 2021 Deferred tax assets Share-based payments 622 10,822 Losses 506 2,081 Short-term timing differences - 119 Other temporary differences - 67 Total deferred tax assets recognized 1,128 13,089 Deferred tax liabilities Fixed asset temporary differences - (5,280 ) Intangible asset differences - (6,632 ) Other temporary differences (1,128 ) (1,263 ) Total deferred tax liabilities (1,128 ) (13,175 ) Deferred tax liabilities, net - (86 ) | |
Schedule of Deferred Tax Liabilities | Reconciliation of deferred tax liabilities, net £’000 At December 31, 2020 - Income tax recognized in the income statement 6,084 Prior year adjustments (191 ) Business combinations (13,404 ) Equity 7,425 At December 31, 2021 (86 ) Income tax recognized in the income statement 9,989 Prior year adjustments 23 Business combinations (2,501 ) Equity (7,425 ) At December 31, 2022 - | |
Schedule of Income Tax Expense in the Interim Condensed Consolidated Statement of Profit or Loss | 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 — — Deferred income tax credit relating to origination and reversal of temporary differences — 6,319 Income tax credit recognized in statement of profit or loss — 6,319 |
Discontinued Operations and D_2
Discontinued Operations and Disposals (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Discontinued Operations and Disposals [Abstract] | ||
Schedule of discontinued Operations | Results of discontinued operations Six months ended June 30 2023 Six months ended Revenue 8,925 44,648 Expenses (771 ) (86,532 ) Profit/(Loss) from operations 8,154 (41,884 ) Finance expense (306 ) (2,441 ) Loss on sale of discontinued operations (6,977 ) — Profit/(Loss) before tax from discontinued operations 871 (44,325 ) Tax credit - 3,546 Profit/(Loss) for the year from discontinued operations 871 (40,779 ) Earnings per share: Basic loss per ordinary share from discontinued operations £ 0.02 £ (1.07 ) Diluted loss per ordinary share from discontinued operations £ 0.02 £ (1.07 ) Net cash flows from/(used in) discontinued operations: Operating (4,038 ) (60,524 ) Investing 18,536 (63,919 ) Financing (7,780 ) 13,600 Net cash inflow/(outflow) 6,718 (110,843 ) | Results of discontinued operations Year ended Year ended Year ended December 31 2020 Revenue 158,384 12,391 27,194 Expenses (325,779 ) (29,098 ) (30,315 ) Loss from operations (167,395 ) (16,707 ) (3,121 ) Finance income 19 1 - Finance expense (4,019 ) (1,053 ) (688 ) Loss on sale of discontinued operations (14,509 ) - - Impairment loss on remeasurement of the disposal group (2,518 ) - - Loss before tax from discontinued operations (188,422 ) (17,759 ) (3,809 ) Tax expense 2,660 3,542 - Loss for the year from discontinued operations (185,762 ) (14,217 ) (3,809 ) Earnings per share: Basic loss per ordinary share from discontinued operations £ (4.87 ) £ (0.42 ) £ (0.15 ) Diluted loss per ordinary share from discontinued operations £ (4.87 ) £ (0.42 ) £ (0.15 ) Net cash flows from/(used in) discontinued operations: Operating (79,232 ) (122,646 ) 23,581 Investing (57,127 ) (38,109 ) - Financing (29,134 ) 29,110 (34,987 ) Net cash outflow (165,493 ) (131,645 ) (11,406 ) |
Schedule of Effect of Disposal on the Financial Position of the Group | Effect of disposal on the financial position of the Group of assets and liabilities held for sale £’000 Assets held for sale 52,971 Liabilities associated with assets held for sale (24,760 ) Net assets and liabilities disposed of 28,211 Consideration received, satisfied in cash 21,234 Cash and cash equivalents disposed of (2,680 ) Net cash inflow 18,554 | Effect of disposal on the financial position of the Group £’000 Property, plant and equipment (12,333 ) Right-of-use assets (5,720 ) Inventory (5,570 ) Trade and other receivables (6,020 ) Cash and cash equivalents (10,800 ) Trade and other payables 3,424 Loans and borrowings 14,731 Lease liabilities 5,878 Provisions 770 Net assets and liabilities (15,640 ) Consideration received, satisfied in cash 1,131 Cash and cash equivalents disposed of (10,800 ) Net cash outflow (9,669 ) |
Schedule of Disposal Group Held for Sale | The major classes of assets and liabilities of Cluno GmbH classified as held for sale as at December 31, 2022 are as follows: £’000 Property, plant and equipment 39,369 Right-of-use assets 878 Intangible assets 1,729 Inventory 7,865 Trade and other receivables 3,522 Cash and cash equivalents 12,442 Assets held for sale 65,805 Trade and other payables (4,504 ) Loans and borrowings (29,062 ) Lease liabilities (1,003 ) Provisions (5,033 ) Liabilities associated with assets held for sale (39,602 ) Net assets directly associated with disposal group 26,203 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share | Year ended Year ended Year ended £’000 £’000 £’000 Loss for the year: Continuing operations (518,122 ) (529,292 ) (98,878 ) Discontinued operations (185,762 ) (14,217 ) (3,809 ) Total loss for the year (703,884 ) (543,509 ) (102,687 ) Weighted average number of ordinary shares: Basic weighted average number of ordinary shares 38,080,782 33,398,652 25,758,091 Dilutive effect of share options, Note 24 - - - Dilutive effect of warrants, Note 24 - - - Diluted weighted average number of ordinary shares 38,080,782 33,398,652 25,758,091 Basic loss per ordinary share from continuing operations £ (13.61 ) £ (15.85 ) £ (3.84 ) Diluted loss per ordinary share from continuing operations £ (13.61 ) £ (15.85 ) £ (3.84 ) Basic loss per ordinary share from discontinued operations £ (4.87 ) £ (0.42 ) £ (0.15 ) Diluted loss per ordinary share from discontinued operations £ (4.87 ) £ (0.42 ) £ (0.15 ) Basic loss per ordinary share £ (18.48 ) £ (16.27 ) £ (3.99 ) Diluted loss per ordinary share £ (18.48 ) £ (16.27 ) £ (3.99 ) |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Acquisitions [Abstract] | |
Schedule of Intangible Assets as Part of the Acquisition | Details of the 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 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment Table [Abstract] | |
Schedule of Property, Plant and Equipment | Freehold Leasehold Fixtures and Computer Subscription Other motor Plant and Total £’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000 Cost At December 31, 2020 14,907 13,702 3,949 598 - 2,742 659 36,557 Additions - 12,419 5,210 2,245 82,314 8,011 810 111,009 Acquisition of subsidiaries 15,921 4,081 1,418 1,013 25,346 367 2,692 50,838 Disposals - - - (3 ) (963 ) - (17 ) (983 ) Transfers - - - - (1,713 ) 791 - (922 ) FX revaluation - - - - (736 ) - - (736 ) At December 31, 2021 30,828 30,202 10,577 3,853 104,248 11,911 4,144 195,763 Additions - 17,144 2,066 2,340 66,494 11,149 926 100,119 Acquisition of subsidiaries - 168 330 2 6,781 - 61 7,342 Disposals - (134 ) (446 ) (672 ) (14,044 ) (11,212 ) (28 ) (26,536 ) Disposal of subsidiaries - (183 ) (471 ) (14 ) (12,212 ) (11 ) (74 ) (12,965 ) Sale and leasebacks (14,159 ) - - - - - - (14,159 ) Assets held for sale - - (116 ) (225 ) (48,317 ) - - (48,658 ) Transfers from inventory - - - - 22,255 - - 22,255 Transfers to inventory - - - - (70,427 ) - - (70,427 ) FX revaluation - 15 17 13 2,735 20 2 2,792 At December 31, 2022 16,669 47,202 11,957 5,297 57,513 11,857 5,031 155,526 Accumulated depreciation At December 31, 2020 - (634 ) (415 ) (168 ) - (75 ) (51 ) (1,343 ) Depreciation charge for the year - (4,247 ) (1,495 ) (830 ) (5,938 ) (1,630 ) (542 ) (14,682 ) Disposals - - - - 1,244 - - 1,244 Transfers - - - - 43 (66 ) - (23 ) FX revaluation - - - - (4 ) - - (4 ) At December 31, 2021 - (4,881 ) (1,910 ) (998 ) (4,655 ) (1,771 ) (593 ) (14,808 ) Depreciation charge for the year (429 ) (7,844 ) (2,460 ) (1,821 ) (15,429 ) (3,110 ) (927 ) (32,020 ) Disposals - 162 154 103 1,682 1,501 - 3,602 Disposal of subsidiaries - 16 41 7 549 1 18 632 Assets held for sale - - 90 125 3,327 - - 3,542 Transfers to inventory - - - - 6,707 - - 6,707 FX revaluation - (1 ) 5 (10 ) (460 ) (4 ) 2 (468 ) At December 31, 2022 (429 ) (12,548 ) (4,080 ) (2,594 ) (8,279 ) (3,383 ) (1,500 ) (32,813 ) Net book value At December 31, 2022 16,240 34,654 7,877 2,703 49,234 8,474 3,531 122,713 At December 31, 2021 30,828 25,321 8,667 2,855 99,593 10,140 3,551 180,955 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Intangible assets and goodwill [Abstract] | |
Schedule of Intangible Assets and Goodwill | Goodwill Development Customer Brand Domain names Total £’000 £’000 £’000 £’000 £’000 £’000 Cost At December 31, 2020 22,693 5,353 - - 51 28,097 Additions - 14,237 - 22 14,259 Acquisition of subsidiaries 196,147 36,588 21,109 2,746 - 256,590 At December 31, 2021 218,840 56,178 21,109 2,746 73 298,946 Additions - 18,078 - - 55 18,133 Acquisition of subsidiaries 50,597 2,592 3,669 4,158 - 61,016 Assets held for sale - (2,487 ) - - - (2,487 ) At December 31, 2022 269,437 74,361 24,778 6,904 128 375,608 Accumulated amortization At December 31, 2020 - (1,428 ) - - (9 ) (1,437 ) Charge for the year - (6,622 ) (21,109 ) (2,746 ) (25 ) (30,502 ) Impairment loss - (5,493 ) - - - (5,493 ) At December 31, 2021 - (13,543 ) (21,109 ) (2,746 ) (34 ) (37,432 ) Charge for the year - (18,641 ) (653 ) - (38 ) (19,332 ) Impairment loss (269,437 ) (26,622 ) (3,016 ) (4,158 ) - (303,233 ) Assets held for sale - 758 - - - 758 At December 31, 2022 (269,437 ) (58,048 ) (24,778 ) (6,904 ) (72 ) (359,239 ) Net book value At December 31, 2022 - 16,313 - - 56 16,369 At December 31, 2021 218,840 42,635 - - 39 261,514 |
Schedule of Impairment Testing, Intangible Assets and Goodwill | For the purposes of impairment testing, intangible assets and goodwill have been allocated to the Group’s CGUs as below. At December 31 2022 At December 31 2021 £’000 £’000 Intangible assets UK 16,369 32,696 France and Germany - 5,096 Cazana - 4,304 Spain - 578 16,369 42,674 Goodwill UK - 136,833 France and Germany - 82,007 Cazana - - Spain - - - 218,840 |
Inventory (Tables)
Inventory (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Inventory [Abstract] | |
Schedule of Inventory | At December 31 At December 31 £’000 £’000 Finished goods and work in progress 232,565 364,585 At December 31 At December 31 £’000 £’000 Gross inventory 235,245 369,532 Inventory provision (2,680 ) (4,947 ) Inventory 232,565 364,585 |
Schedule of Sensitivity of the Inventory Provision | The sensitivity of the inventory provision, based upon a 2% change in the expected selling price of inventory input, is as follows: Change in expected Change in Change in % £’000 £’000 Inventory provision +2 683 1,417 Inventory provision -2 (1,071 ) (1,904 ) |
Trade and Other Receivables (Ta
Trade and Other Receivables (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Trade and Other Receivables Table [Abstract] | |
Schedule of Trade and Other Receivables | At December 31 At December 31 £’000 £’000 Trade receivables 24,475 15,021 Prepayments 21,255 28,124 Contract assets 248 3,451 VAT recoverable 8,445 30,499 Other receivables 12,336 10,982 66,759 88,077 Allowance for expected credit losses (4,000 ) (225 ) Total trade and other receivables 62,759 87,852 Current 56,259 77,884 Non-current 6,500 9,968 |
Schedule of Allowance for Expected Credit Losses of Trade and Other Receivables | Allowance £’000 At December 31, 2020 - Provision for expected credit losses 225 At December 31, 2021 225 Provision for expected credit losses 3,775 At December 31, 2022 4,000 |
Trade and Other Payables (Table
Trade and Other Payables (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Trade and other payables [Abstract] | |
Schedule of Trade and Other Payables | At December 31 At December 31 £’000 £’000 Trade payables 18,141 29,224 Accruals and other creditors 25,192 25,279 Tax and social security payables 5,494 11,316 Contract liabilities 19,374 7,911 Deferred consideration - 5,554 Total trade and other payables 68,201 79,284 Current 68,201 79,284 Non-current - - |
Loans and Borrowings (Tables)
Loans and Borrowings (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Loans and Borrowings Table [Abstract] | ||
Schedule of Loans and Borrowings | The book value of loans and borrowings are as follows: At At Current Stocking loans 82,350 161,592 Subscription facilities 763 14,983 Secured asset financing 1,024 1,479 Bank loans - 30 84,137 178,084 Non-current Secured asset financing 2,338 4,113 2,338 4,113 Total loans and borrowings 86,475 182,197 | The book value of loans and borrowings are as follows: At December 31 At December 31 2022 2021 £’000 £’000 Current Stocking loans 161,592 169,170 Subscription facilities 14,983 10,188 Secured asset financing 1,479 - Bank loans 30 635 Mortgages - 547 178,084 180,540 Non-current Stocking loans - 8,809 Subscription facilities - 56,987 Secured asset financing 4,113 - Bank loans - 815 Mortgages - 1,502 4,113 68,113 Total loans and borrowings 182,197 248,653 |
Provisions (Tables)
Provisions (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Provisions [Abstract] | ||
Schedule of Provisions | Provisions Dilapidation Restructuring Other Total £’000 £’000 £’000 £’000 At January 1, 2023 8,752 24,698 1,840 35,290 Recognized during the period 1,499 200 — 1,699 Utilized during the period (241 ) (8,804 ) (285 ) (9,330 ) Reversed during the period (1,995 ) (9,258 ) (1,061 ) (12,314 ) FX revaluation — (173 ) — (173 ) At June 30, 2023 8,015 6,663 494 15,172 Current 2,279 6,663 494 9,436 Non-current 5,736 — — 5,736 | Provisions Dilapidation Restructuring Other Total £’000 £’000 £’000 £’000 At December 31, 2020 3,363 - - 3,363 Acquisition of subsidiaries 3,549 - - 3,549 Recognized during the year 1,073 - - 1,073 At December 31, 2021 7,985 - - 7,985 Acquisition of subsidiaries - - 631 631 Recognized during the year 1,464 36,877 1,979 40,320 Utilized during the year (697 ) (5,740 ) - (6,437 ) Reversed during the year - (1,406 ) - (1,406 ) Liabilities held for sale - (5,033 ) - (5,033 ) Disposal of subsidiaries - - (770 ) (770 ) At December 31, 2022 8,752 24,698 1,840 35,290 Current - 24,698 1,840 26,538 Non-current 8,752 - - 8,752 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Schedule of Right-of-Use Assets | The carrying amounts and movement in the right-of-use assets are set out below: Leasehold Fixtures Subscription Other Total £’000 £’000 £’000 £’000 £’000 Cost At December 31, 2020 48,332 74 - 8,247 56,653 Additions 13,271 - 2,942 9,048 25,261 Acquisition of subsidiaries 29,268 - 5,536 - 34,804 Disposals (5,096 ) - (624 ) (220 ) (5,940 ) Transfers - - - (791 ) (791 ) FX revaluation - - (151 ) - (151 ) At December 31, 2021 85,775 74 7,703 16,284 109,836 Additions 31,670 - 11,913 3,306 46,889 Acquisition of subsidiaries 6,276 - - - 6,276 Sale and leasebacks 6,930 - - - 6,930 Disposals (2,428 ) - - (2,529 ) (4,957 ) Disposal of subsidiaries (6,449 ) - - - (6,449 ) Assets held for sale - - (4,696 ) - (4,696 ) Transfers - - (818 ) - (818 ) FX revaluation 202 - 223 68 493 At December 31, 2022 121,976 74 14,325 17,129 153,504 Accumulated depreciation At December 31, 2020 (4,839 ) (18 ) - (1,076 ) (5,933 ) Depreciation charge for the year (8,108 ) (15 ) (3,157 ) (2,829 ) (14,109 ) Disposals 2,251 - - 143 2,394 Transfers - - - 66 66 At December 31, 2021 (10,696 ) (33 ) (3,157 ) (3,696 ) (17,582 ) Depreciation charge for the year (16,485 ) (15 ) (4,790 ) (4,268 ) (25,558 ) Disposals 2,738 - - 1,407 4,145 Disposal of subsidiaries 729 - - - 729 Assets held for sale - - 3,818 - 3,818 Transfers - - - - - FX revaluation (48 ) - (177 ) (17 ) (242 ) At December 31, 2022 (23,762 ) (48 ) (4,306 ) (6,574 ) (34,690 ) Net book value At December 31, 2022 98,214 26 10,019 10,555 118,814 At December 31, 2021 75,079 41 4,546 12,588 92,254 |
Schedule of Lease Liabilities | The carrying amount and movement in the lease liabilities are set out below: Lease liabilities £’000 At December 31, 2020 48,048 Additions 26,228 Acquisition of subsidiaries 36,352 Interest 1,338 Payments (18,597 ) Terminations (2,969 ) At December 31, 2021 90,400 Additions 51,757 Acquisition of subsidiaries 6,276 Interest 5,245 Payments (29,198 ) Terminations (2,307 ) Sale and leasebacks 5,466 Transfers (3,529 ) Disposals of subsidiaries (5,878 ) Assets held for sale (1,003 ) FX revaluation 231 At December 31, 2022 117,460 |
Schedule of Amounts Recognized in the Statement of Profit and Loss | The following are the amounts recognized in the statement of profit and loss in respect of lease agreements: Year ended December 31 2022 Year ended December 31 2021 Year ended December 31 2020 £’000 £’000 £’000 Depreciation expense 25,558 14,109 5,570 Interest on lease liabilities 5,209 1,338 652 Total 30,767 15,447 6,222 |
Schedule of Receivable Under Non-Cancellable Operating Leases | Future minimum rentals receivable under non-cancellable operating leases are as follows: At December 31 At December 31 £’000 £’000 Within one year 776 1,602 Greater than one year but not more than five years 97 469 Total 873 2,072 |
Share Capital (Tables)
Share Capital (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Share Capital [Abstract] | |
Schedule of Issued and Fully Paid Share Capital | Issued and fully paid share capital 2022 2021 Number Number 2022 2021 Class A ordinary shares of $0.0001 per share 768,798 112,010 55 8 Class C ordinary shares of $0.0001 per share - 640,924 - 47 768,798 752,934 55 55 |
Schedule of Classes of Share Capital | The share capital numbers above are before giving effect to the reverse stock split which became effective on February 8, 2023. Refer to Note 28 for further details. Share capital Share premium Merger reserve £’000 £’000 £’000 At December 31, 2020 - 266,120 181,250 Acquisition of subsidiaries - 5,365 65,348 Warrants exercised - 11,967 - Recapitalization at the Transaction - Group restructuring 49 70,086 174,236 - PIPE share issuance 6 583,936 - - Transaction costs - (34,888 ) - At December 31, 2021 55 902,586 420,834 Acquisition of subsidiaries - 23,051 - At December 31, 2022 55 925,637 420,834 |
Financial Instruments (Tables)
Financial Instruments (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Financial Instruments [Abstract] | ||
Schedule of Financial Assets, Other than Cash and Short-Term Deposits | Set out below is an overview of financial assets, other than cash and short-term deposits, held by the Group as at June 30, 2023 and December 31, 2022: At At Financial assets at amortized cost Trade receivables 18,888 24,475 Contract assets 263 248 Lease deposits 4,356 5,664 23,507 30,387 Current 19,151 24,723 Non-current 4,356 5,664 | Set out below is an overview of financial assets, other than cash and short-term deposits, held by the Group as at December 31, 2022 and December 31, 2021: At December 31 At December 31 2022 2021 £’000 £’000 Financial assets at amortized cost Trade receivables 24,475 14,796 Contract assets 248 3,451 Lease deposits 5,664 5,124 Total financial assets 30,387 23,371 Current 24,723 18,247 Non-current 5,664 5,124 |
Schedule of Interest-Bearing Loans and Borrowings | Interest-bearing loans and borrowings At At Interest rate % Maturity £’000 £’000 Current Convertible Notes 2% Within one year 1,248 1,301 Stocking loans Base rate + 0.5% – 2% On earlier of sale or 180 days 82,350 161,592 Subscription facilities Base rate + 1.7% Within one year 763 14,983 Secured asset financing 3% – 12% Within one year 1,024 1,479 Bank loans Within one year — 30 Lease liabilities 1% – 13% Within one year 17,972 28,596 103,357 207,981 Non-current Convertible Notes 2% 2027 275,169 265,631 Secured asset financing 3% – 12% 2026 – 2027 2,338 4,113 Lease liabilities 1% – 13% 2024 – 2042 76,056 88,864 353,563 358,608 | Financial liabilities: Interest-bearing loans and borrowings Interest At December 31 At % Maturity £’000 £’000 Current Convertible Notes 2% Within one year 1,301 — Stocking loans Base rate + 0.5% – 2.2% On earlier of sale or 180 days 161,592 169,170 Subscription facilities Base rate + 1.7% Within one year 14,983 10,188 Secured asset financing 3% – 7% Within one year 1,479 — Bank loans Within one year 30 635 Mortgages — 547 Lease liabilities 1% – 13% Within one year 28,596 18,826 207,981 199,366 Non-current Convertible Notes 2% 2027 265,631 — Stocking loans — 8,809 Subscription facilities — 56,987 Secured asset financing 3% – 7% 2027 4,113 — Bank loans — 815 Mortgages — 1,502 Lease liabilities 1% – 13% 2024 – 2042 88,864 71,574 358,608 139,687 |
Schedule of Other Financial Liabilities | Other financial liabilities At At 2022 £’000 £’000 Financial liabilities at fair value through profit or loss Warrants 16 515 Embedded derivative 78,978 82,108 78,994 82,623 Current — — Non-current 78,994 82,623 | Other financial liabilities At At £’000 £’000 Financial liabilities at fair value through profit or loss Warrants 515 42,692 Embedded derivative 82,108 — 82,623 42,692 Current — — Non-current 82,623 42,692 |
Schedule of Warrants Outstanding | The warrants entitle the holder to purchase one Class A ordinary share of Cazoo Group Ltd at a current exercise price of $230.00 per share (after giving effect to the reverse stock split). Until warrant holders acquire the Class A Shares upon exercise of such warrants, they have no rights with respect to the Class A Shares. Public Private Total Number Number Number At December 31, 2021 20,124,748 21,129,818 41,254,566 At December 31, 2022 20,124,748 21,129,818 41,254,566 | |
Schedule of Fair Value Measurement Hierarchy | The following table provides the fair value measurement hierarchy of the Group’s financial assets and financial liabilities as at June 30, 2023 Level 1 Level 2 Level 3 Total At June 30, 2023 £’000 £’000 £’000 £’000 Warrants — — 16 16 Embedded derivative — — 78,978 78,978 — — 78,994 78,994 | The following table provides the fair value measurement hierarchy of the Group’s financial assets and financial liabilities: Level 1 Level 2 Level 3 Total At December 31, 2022 £’000 £’000 £’000 £’000 Warrants 166 - 349 555 Embedded derivative - - 82,108 82,108 166 - 82,457 82,623 Level 1 Level 2 Level 3 Total At December 31, 2021 £’000 £’000 £’000 £’000 Warrants 13,418 - 29,274 42,692 |
Schedule of Relevant In the Determination of Fair Value of the Private Warrants | The following information is relevant in the determination of fair value of the warrants and the embedded derivative at June 30, 2023 Warrants Embedded Expected term (years) 7 4 Expected volatility 81.1 % 79.6 % Dividend yield Nil Nil Risk free interest rate 4.08 % 4.38 % | The following information is relevant in the determination of fair value of the private warrants and the embedded derivative at December 31, 2022: Private Embedded At December 31, 2022 Expected term (years) 7 4 Expected volatility 93.4 % 62.3 % Credit spread N/A 25.9 % Dividend yield Nil Nil Risk free interest rate 3.9 % 4.1 % Private At December 31, 2021 Expected term (years) 7 Expected volatility 47.1 % Dividend yield Nil Risk free interest rate 1.4 % |
Schedule of Fair Value Movements | The fair value movements are set out as follows Warrants Embedded derivative Total £’000 £’000 £’000 At January 1, 2023 515 82,108 82,623 Fair value movement (478 ) 226 (252 ) Foreign exchange movements (21 ) (3,356 ) (3,377 ) At June 30, 2023 16 78,978 78,994 | The fair value movements are set out as follows: Public Private Embedded Total £’000 £’000 £’000 £’000 At December 31, 2020 - - - - Warrants issued upon acquisition of Drover - 6,566 - 6,566 Fair value movement - 102 - 102 Exercise of warrants - (6,667 ) - (6,667 ) Warrants issued in the Transaction 22,475 46,887 - 69,362 Fair value movement (9,057 ) (17,614 ) - (26,671 ) At December 31, 2021 13,418 29,274 - 42,692 Issuances - - 251,287 251,287 Fair value movement (14,799 ) (32,298 ) (198,769 ) (245,866 ) Foreign exchange movements 1,547 3,373 29,590 34,510 At December 31, 2022 166 349 82,108 82,623 |
Schedule of Profit Before Tax Is Affected Through the Impact on Floating Rate Borrowings | Interest rate risk management Change Effect on profit Effect on profit in basis points £’000 £’000 Loans and borrowings +100 (2,350 ) (1,393 ) Loans and borrowings -100 1,754 95 | |
Schedule of Exposure to Foreign Currency Changes for All Other Currencies is Not Material | The following tables demonstrate the sensitivity to a reasonably possible change in EUR exchange rate, with all other variables held constant. The impact on the Group’s profit before tax is due to changes in the fair value of monetary assets and liabilities. The Group’s exposure to foreign currency changes for all other currencies is not material. Increase/decrease Effect on profit from discontinued operations Effect on in EUR rate £’000 £’000 2022 +5 % (8,613 ) (6,516 ) -5 % 8,613 6,516 2021 +5 % (1,336 ) (1,170 ) -5 % 1,336 1,170 | |
Schedule of Financial Liabilities Based Upon Contractual Undiscounted Payments | The table below summarizes the maturity profile of the Group’s financial liabilities based upon contractual undiscounted payments: Less than one year 1 to 5 years Over 5 years Total At December 31, 2022 £’000 £’000 £’000 £’000 Convertible Notes 10,411 554,366 - 564,777 Stocking loans 164,478 - - 164,478 Subscription facilities 15,354 - - 15,354 Secured asset financing 1,727 4,408 - 6,135 Bank loans 30 - - 30 Lease liabilities 24,203 56,324 72,644 153,171 Trade payables 68,201 - - 68,201 Total 284,404 615,098 72,644 972,146 Less than one year 1 to 5 years Over 5 years Total At December 31, 2021 £’000 £’000 £’000 £’000 Stocking loans 169,170 8,809 - 177,979 Subscription facilities 12,155 65,797 - 77,952 Bank loans 741 869 - 1,610 Mortgages 600 1,653 - 2,253 Lease liabilities 18,917 46,772 34,526 100,215 Trade payables 29,224 - - 29,224 Total 230,807 123,900 34,526 389,233 | |
Schedule of Changes in Liabilities Arising from Financial Activities | Changes in liabilities arising from financial activities Stocking loans Subscription facilities Secured asset financing Bank loans Mortgages Lease liabilities Convertible Notes and embedded derivative Warrants Total £’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000 At December 31, 2020 86,709 - - - 3,494 48,048 - - 138,251 New leases - - - - - 26,228 - - 26,228 Acquisition of subsidiaries - 19,878 - 1,468 - 36,352 - 6,566 64,264 Issue of debt 665,325 107,683 - 30 - - - - 773,038 Repayment (574,055 ) (60,386 ) - (48 ) (1,445 ) (18,597 ) - - (654,531 ) Terminations - - - - - (2,969 ) - - (2,969 ) Net accrued interest - - - - - 1,338 - - 1,338 Warrants issued and exercised - - - - - - - 62,695 62,695 Fair value movement - - - - - - - (26,569 ) (26,569 ) At December 31, 2021 177,979 67,175 - 1,450 2,049 90,400 - 42,692 381,745 New leases - - - - - 51,757 - - 51,757 Sale and leasebacks - - - - - 5,466 - - 5,466 Transfers - - - - - (3,529 ) - - (3,529 ) Acquisition of subsidiaries - 10,193 - - - 6,276 - - 16,469 Disposal of subsidiaries - (14,731 ) - - - (5,878 ) - - (20,609 ) Issue of debt 1,202,039 101,967 5,971 3 11 - 460,021 - 1,770,012 Repayment (1,218,426 ) (120,559 ) (379 ) (1,423 ) (2,060 ) (29,198 ) - - (1,372,045 ) Terminations - - - - - (2,307 ) - - (2,307 ) Net accrued interest - - - - - 5,245 33,425 - 38,670 Fair value movement - - - - - - (198,769 ) (47,098 ) (245,867 ) Foreign exchange movements - - - - - 231 54,363 4,921 59,515 Liabilities held for sale - (29,062 ) - - - (1,003 ) - - (30,065 ) At December 31, 2022 161,592 14,983 5,592 30 - 117,460 349,040 515 649,212 | |
Schedule of Stocking Loans are Used Specifically by the Group to Finance the Purchase of Inventory | The primary objective of the Group’s capital management is to finance operational and developmental activities. Stocking loans are used specifically by the Group to finance the purchase of inventory. At December 31 At December 31 £’000 £’000 Inventory 232,565 364,585 Stocking loans (161,592 ) (177,979 ) Net inventory 70,973 186,606 Cash and cash equivalents 258,321 192,629 |
Group Information (Tables)
Group Information (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Group Information [Abstract] | |
Schedule of Consolidated Financial Statements | As at December 31, 2022 the consolidated financial statements of the Group include: Name Country of incorporation Principal activities Equity interest Cazoo Holdings Limited United Kingdom Activities of other holding companies 100% Cazoo Limited United Kingdom Sale of motor vehicles 100% Cazoo Properties Limited United Kingdom Activities of other holding companies 100% Imperial Car Supermarkets Limited United Kingdom Sale of motor vehicles 100% Imperial Cars of Swanwick Limited United Kingdom Sale of motor vehicles 100% Carsaz Limited United Kingdom Sale of motor vehicles 100% Cazoo Subscription Services Limited United Kingdom Renting and leasing of motor vehicles 100% Fantastic Cars Limited United Kingdom Renting and leasing of motor vehicles 100% Cazoo Wholesale Services Limited United Kingdom Maintenance and repair of motor vehicles 100% Cazoo Data Services Limited United Kingdom Other business support service activities not elsewhere classified 100% Project Chicago Newco Limited United Kingdom Non-trading company 100% Arctos Holdings Limited United Kingdom Activities of other holding companies 100% Moorgate House (Newco) Limited United Kingdom Dormant company 100% GBJ Developments Limited United Kingdom Non-trading company 100% CD Auction Group Limited United Kingdom Sale of motor vehicles 100% Cazoo Support Services Limited United Kingdom Maintenance and repair of motor vehicles 100% Ensco 1109 Limited United Kingdom Activities of other holding companies 100% SMH Fleet Solutions Limited United Kingdom Maintenance and repair of motor vehicles 100% Vans 365 Limited United Kingdom Sale of vans 100% CZO Data Services, Unipessoal, Lda Portugal Other business support service activities not elsewhere classified 100% Name Country of incorporation Principal activities Equity interest CSS Mobility France SaS France Renting and leasing of motor vehicles 100% Cazoo Trading France SaS France Sale of motor vehicles 100% Cazoo Properties France SaS France Activities of other holding companies 100% Cluno GmbH Germany Renting and leasing of motor vehicles 100% Cluno Fintech 1 GmbH Germany Acquisition, leasing and financing of motor vehicles 100% Cluno Fintech 2 GmbH Germany Acquisition, leasing and financing of motor vehicles 100% CSS Fintech GmbH Germany Acquisition, leasing and financing of motor vehicles 100% Cazoo Trading Germany GmbH Germany Sale and rental of motor vehicles and related intermediation activities 100% Cazoo Properties Germany GmbH Germany Activities of other holding companies 100% CSS Germany GmbH & Co. KG Germany Rental of motor vehicles and related intermediation activities 100% Cazoo Trading Spain, S.L Spain Sale of motor vehicles 100% Cazoo Properties Spain, S.L Spain Activities of other holding companies 100% Cazoo Trading Italy SARL Italy Sale of motor vehicles 100% |
Share-Based Payments (Tables)
Share-Based Payments (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Share Based Payments [Abstract] | |
Schedule of Recognized a Share Based Charge | The Group recognized a share-based charge for the year as follows: Year ended Year ended Year ended £’000 £’000 £’000 Incentive Equity Plan 44,312 13,599 - SAYE 184 - - EMI prior to the Transaction - 73 182 Unapproved prior to the Transaction - 29,096 3,577 Modification at the Transaction - 1,103 - 44,496 43,871 3,759 |
Schedule of Options Were Granted | The following options were granted during the year ended December 31, 2022: Scheme Number Grant date Expiry date Incentive Equity Plan 2,295,099 01/01/2022 01/01/2032 Incentive Equity Plan 1,269,100 01/04/2022 01/04/2032 Incentive Equity Plan 1,087,250 01/07/2022 01/07/2032 Incentive Equity Plan 427,300 01/10/2022 01/10/2032 Incentive Equity Plan – Directors 3,933,339 01/10/2022 01/10/2032 SAYE 1,496,903 26/01/2022 31/08/2025 Total 2022 10,508,991 Unapproved prior to the Transaction 469,000 01/01/2021 01/01/2031 Unapproved prior to the Transaction 2,023,516 01/04/2021 01/04/2031 Incentive Equity Plan 23,915,248 01/10/2021 01/10/2031 Total 2021 26,407,764 |
Schedule of Reconciles the Share Options Outstanding | The following reconciles the share options outstanding at the beginning and end of the year. EMI Unapproved Incentive SAYE Number of Number of Number of Number of At December 31, 2020 4,683,683 8,121,393 - - Granted prior to the Transaction - 2,492,516 - - Forfeited prior to the Transaction (66,413 ) (579,713 ) - - Cash settled at the Transaction (34,690 ) (44,114 ) - - Replacements at the Transaction 1 (4,582,580 ) (9,990,082 ) 50,347,491 - Granted after the Transaction - - 23,915,248 - At December 31, 2021 - - 74,262,739 - Granted during the year - - 9,012,088 1,496,903 Exercised during the year - - (9,513,868 ) - Forfeited during the year - - (10,732,364 ) (884,823 ) Expired during the year - - (599,238 ) - At December 31, 2022 - - 62,429,357 612,080 1 The replacement options granted at the Transaction reflect the exchange ratio established in the Business Combination Agreement. Refer to Note 1 for further details. |
Schedule of the Determination of Fair Value of Options Granted | The following information is relevant in the determination of fair value of the employee share options granted during 2022: Incentive Equity Incentive Equity SAYE Valuation method N/A 1 Monte-Carlo Black-Scholes Exercise price £nil £nil £3.60 Expected volatility N/A 98% 53% Dividend yield Nil Nil Nil Risk free interest rate N/A 4.2% 1.2% Fair value per share £0.40 - £4.46 £0.31 £0.98 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. Unapproved Incentive Equity Incentive Equity Valuation method Monte-Carlo N/A Monte-Carlo Exercise price £nil £nil £nil Expected volatility 50% N/A 53% Dividend yield Nil Nil Nil Risk free interest rate 0.0% N/A 1.2% Fair value per share £8.27 - £23.74 £5.33 £2.93 |
Cash and Cash Equivalents (Tabl
Cash and Cash Equivalents (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Cash And Cash Equivalents [Abstract] | ||
Schedule of Cash and Cash Equivalents | At December 31 At December 31 £’000 £’000 Cash at bank available on demand 179,817 181,818 Cash held in short-term deposit accounts 66,062 10,811 Cash and cash equivalents in the statement of financial position 245,879 192,629 Cash at bank and short-term deposits within assets held for sale 12,442 - Cash and cash equivalents in the statement of cash flows 258,321 192,629 | |
Schedule of Cash and Cash Equivalents | Cash and cash equivalents At At £’000 £’000 Cash at bank available on demand 171,812 179,817 Cash held in short-term deposit accounts 22,766 66,062 Cash and cash equivalents in the statement of financial position 194,578 245,879 Cash at bank and short-term deposits within assets held for sale — 12,442 Cash and cash equivalents in the statement of cash flows 194,578 258,321 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Schedule of Amounts Recognized as an Expense During the Year Related to Key Management Personnel | The amounts disclosed in the table are the amounts recognized as an expense during the year related to key management personnel. Year ended Year ended Year ended £’000 £’000 £’000 Short-term employee benefits 1,484 826 631 Post-employment pension benefits 114 50 23 Share-based payment transactions 23,104 14,926 - Total compensation paid to key management personnel 24,702 15,802 654 |
Equity and Share-Based Paymen_2
Equity and Share-Based Payments (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Equity and Share-Based Payments [Abstract] | |
Schedule of Share Based Payment Reserve | The following movements in the share-based payments reserve (included in retained earnings) occurred during the period ended June 30, 2023: £’000 At January 1, 2023 89,434 Adjustment to forfeiture rate (2,156 ) Share based payment charge – Incentive Equity Plan 12,026 Share based payment charge – SAYE scheme 93 Shares cancelled by forfeiture (8,124 ) At June 30, 2023 91,273 |
Schedule of Options Were Granted | The following options were granted during the six months ended June 30, 2023: Scheme Number Grant date Expiry date Incentive Equity Plan 335,456 01/01/2023 01/01/2033 Incentive Equity Plan – Executive Directors 786,668 01/01/2023 01/01/2033 Incentive Equity Plan 112,150 01/04/2023 01/04/2033 |
Schedule of Fair Value of the Employee Share Options Granted | The following information is relevant in the determination of fair value of the employee share options granted during the six months ended June 30, 2023: Incentive 1 Incentive Equity Exercise price £ Nil £ Nil Expected volatility N/A 83.1 % Dividend yield Nil Nil Risk free interest rate N/A 3.74 % Fair value per share 1 £ 1.98–2.73 £ 3.39 – 4.64 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. |
Reporting Entity (Details)
Reporting Entity (Details) | Dec. 31, 2022 $ / shares |
Class A [Member] | |
Reporting Entity (Details) [Line Items] | |
Ordinary share par value | $ 0.0001 |
Significant Accounting Polici_2
Significant Accounting Policies (Details) - GBP (£) | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2023 | Dec. 31, 2022 | Aug. 31, 2024 | Apr. 30, 2024 | Dec. 31, 2023 | |
Significant Accounting Policies (Details) [Line Items] | |||||
Percentage of financial instrument | 10% | ||||
Retail volume (in Shares) | 65,000 | ||||
Percentage of profit margin | 5% | ||||
Increasing overhead costs | £ 1,000,000 | ||||
Sale and leaseback transaction | 50% | ||||
Additional savings | £ 35,000,000 | ||||
Interest fixed rate | 2% | 2% | |||
Convertible notes, percentage | 100% | 100% | |||
Retail gross profit | £ 1,106 | ||||
Gross profit margin, percentage | 6.50% | ||||
Overhead costs | £ 1,000,000 | ||||
Sale and leaseback transaction | 50% | ||||
Maximum [member] | |||||
Significant Accounting Policies (Details) [Line Items] | |||||
Total stocking facilities utilized | £ 130,000,000 | ||||
Minimum [member] | |||||
Significant Accounting Policies (Details) [Line Items] | |||||
Total stocking facilities utilized | £ 82,000,000 | ||||
Minimum [Member] | |||||
Significant Accounting Policies (Details) [Line Items] | |||||
Retail volume (in Shares) | 40,000 | ||||
Total available stocking facilities | £ 162,000,000 | ||||
Maximum [Member] | |||||
Significant Accounting Policies (Details) [Line Items] | |||||
Retail volume (in Shares) | 50,000 | ||||
Total available stocking facilities | £ 240,000,000 | ||||
Forecast [Member] | |||||
Significant Accounting Policies (Details) [Line Items] | |||||
Cash balance | £ 70,000,000 | £ 30,000,000 | £ 120,000,000 | ||
Forecast [Member] | Minimum [Member] | |||||
Significant Accounting Policies (Details) [Line Items] | |||||
Cash balance | £ 80,000,000 |
Accounting Policies (Details)
Accounting Policies (Details) | 12 Months Ended |
Dec. 31, 2022 GBP (£) | |
Disclosure of Accounting Policies [Abstract] | |
Percentage of revenue | 100% |
Assets value | £ 5,000 |
Accounting Policies (Details) -
Accounting Policies (Details) - Schedule of Right-of-Use Assets - Right-of-use assets [member] | 12 Months Ended |
Dec. 31, 2022 | |
Leasehold Property [Member] | Bottom of range [member] | |
Accounting Policies (Details) - Schedule of Right-of-Use Assets [Line Items] | |
Estimated useful lives of assets | 1 year |
Leasehold Property [Member] | Top of range [member] | |
Accounting Policies (Details) - Schedule of Right-of-Use Assets [Line Items] | |
Estimated useful lives of assets | 20 years |
Fixtures and fittings [Member] | |
Accounting Policies (Details) - Schedule of Right-of-Use Assets [Line Items] | |
Estimated useful lives of assets | 5 years |
Subscription vehicles [Member] | Bottom of range [member] | |
Accounting Policies (Details) - Schedule of Right-of-Use Assets [Line Items] | |
Estimated useful lives of assets | 1 year |
Subscription vehicles [Member] | Top of range [member] | |
Accounting Policies (Details) - Schedule of Right-of-Use Assets [Line Items] | |
Estimated useful lives of assets | 3 years |
Other Motor Vehicles [Member] | |
Accounting Policies (Details) - Schedule of Right-of-Use Assets [Line Items] | |
Estimated useful lives of assets | 4 years |
Accounting Policies (Details)_2
Accounting Policies (Details) - Schedule of Property, Plant and Equipment | 12 Months Ended |
Dec. 31, 2022 | |
Freehold buildings [Member] | |
Accounting Policies (Details) - Schedule of Property, Plant and Equipment [Line Items] | |
Estimated useful lives of property and equipment | 50 years |
Leasehold Improvements [Member] | Bottom of range [member] | |
Accounting Policies (Details) - Schedule of Property, Plant and Equipment [Line Items] | |
Estimated useful lives of property and equipment | 5 years |
Leasehold Improvements [Member] | Top of range [member] | |
Accounting Policies (Details) - Schedule of Property, Plant and Equipment [Line Items] | |
Estimated useful lives of property and equipment | 50 years |
Fixtures and Fittings [Member] | Bottom of range [member] | |
Accounting Policies (Details) - Schedule of Property, Plant and Equipment [Line Items] | |
Estimated useful lives of property and equipment | 3 years |
Fixtures and Fittings [Member] | Top of range [member] | |
Accounting Policies (Details) - Schedule of Property, Plant and Equipment [Line Items] | |
Estimated useful lives of property and equipment | 15 years |
Computer Equipment [Member] | Bottom of range [member] | |
Accounting Policies (Details) - Schedule of Property, Plant and Equipment [Line Items] | |
Estimated useful lives of property and equipment | 1 year |
Computer Equipment [Member] | Top of range [member] | |
Accounting Policies (Details) - Schedule of Property, Plant and Equipment [Line Items] | |
Estimated useful lives of property and equipment | 5 years |
Subscription vehicles [Member] | Bottom of range [member] | |
Accounting Policies (Details) - Schedule of Property, Plant and Equipment [Line Items] | |
Estimated useful lives of property and equipment | 1 year |
Subscription vehicles [Member] | Top of range [member] | |
Accounting Policies (Details) - Schedule of Property, Plant and Equipment [Line Items] | |
Estimated useful lives of property and equipment | 13 years |
Other Motor Vehicles [Member] | Bottom of range [member] | |
Accounting Policies (Details) - Schedule of Property, Plant and Equipment [Line Items] | |
Estimated useful lives of property and equipment | 1 year |
Other Motor Vehicles [Member] | Top of range [member] | |
Accounting Policies (Details) - Schedule of Property, Plant and Equipment [Line Items] | |
Estimated useful lives of property and equipment | 5 years |
Plant and Machinery [Member] | Bottom of range [member] | |
Accounting Policies (Details) - Schedule of Property, Plant and Equipment [Line Items] | |
Estimated useful lives of property and equipment | 3 years |
Plant and Machinery [Member] | Top of range [member] | |
Accounting Policies (Details) - Schedule of Property, Plant and Equipment [Line Items] | |
Estimated useful lives of property and equipment | 15 years |
Accounting Policies (Details)_3
Accounting Policies (Details) - Schedule of Estimated Useful Life of Intangible Assets | 12 Months Ended |
Dec. 31, 2022 | |
Customer relationships [Member] | |
Accounting Policies (Details) - Schedule of Estimated Useful Life of Intangible Assets [Line Items] | |
Estimated useful lives of intangible assets | 1 year |
Brand [Member] | |
Accounting Policies (Details) - Schedule of Estimated Useful Life of Intangible Assets [Line Items] | |
Estimated useful lives of intangible assets | 1 year |
Minimum [Member] | Domain names [Member] | |
Accounting Policies (Details) - Schedule of Estimated Useful Life of Intangible Assets [Line Items] | |
Estimated useful lives of intangible assets | 1 year |
Minimum [Member] | Development costs and software [Member] | |
Accounting Policies (Details) - Schedule of Estimated Useful Life of Intangible Assets [Line Items] | |
Estimated useful lives of intangible assets | 3 years |
Maximum [Member] | Domain names [Member] | |
Accounting Policies (Details) - Schedule of Estimated Useful Life of Intangible Assets [Line Items] | |
Estimated useful lives of intangible assets | 5 years |
Maximum [Member] | Development costs and software [Member] | |
Accounting Policies (Details) - Schedule of Estimated Useful Life of Intangible Assets [Line Items] | |
Estimated useful lives of intangible assets | 10 years |
Revenue (Details)
Revenue (Details) - GBP (£) £ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue [Abstract] | ||
Ancillary revenues | £ 15.2 | £ 3.1 |
Revenue (Details) - Schedule of
Revenue (Details) - Schedule of Material Revenue - GBP (£) £ in Thousands | 6 Months Ended | 12 Months Ended | ||||||
Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | ||||
Revenue (Details) - Schedule of Material Revenue [Line Items] | ||||||||
Type of goods or services | £ 1,248,591 | £ 655,423 | £ 162,208 | |||||
Timing of revenue recognition | £ 418,562 | £ 583,220 | 1,248,591 | 655,423 | 162,208 | |||
Goods and Services Transferred at a Point in Time [Member] | ||||||||
Revenue (Details) - Schedule of Material Revenue [Line Items] | ||||||||
Timing of revenue recognition | 413,561 | 575,225 | 1,231,204 | 645,952 | 162,208 | |||
Goods and Services Transferred Over Time [Member] | ||||||||
Revenue (Details) - Schedule of Material Revenue [Line Items] | ||||||||
Timing of revenue recognition | £ 5,001 | £ 7,995 | 17,387 | 9,471 | ||||
Retail [Member] | ||||||||
Revenue (Details) - Schedule of Material Revenue [Line Items] | ||||||||
Type of goods or services | [1] | 1,103,557 | 515,711 | 153,541 | ||||
Wholesale [Member] | ||||||||
Revenue (Details) - Schedule of Material Revenue [Line Items] | ||||||||
Type of goods or services | 116,541 | 103,203 | 8,667 | |||||
Other sales [Member] | ||||||||
Revenue (Details) - Schedule of Material Revenue [Line Items] | ||||||||
Type of goods or services | £ 28,493 | [1] | £ 36,509 | [1] | ||||
[1]Retail includes the aggregate retail sales price and ancillary products (including financing commission, warranty commission, paint protection and any add-ons), together with delivery charges and admin fees, from all vehicles sold through the Group’s retail channel in the year. Ancillary revenues were previously presented in “Other sales”. The comparatives for 2021 and 2020 have been restated for consistency (ancillary revenues were £15.2 million for the year ended 31 December, 2021 and £3.1 million for the year ended December 31, 2020). |
Revenue (Details) - Schedule _2
Revenue (Details) - Schedule of Revenue Expected to be Recognized in the Future Related to Performance Obligations - GBP (£) £ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule Of Revenue Expected To Be Recognized In The Future Related To Performance Obligations Abstract | ||
Undelivered vehicles | £ 19,374 | £ 7,911 |
Operating Expenses (Details) -
Operating Expenses (Details) - Schedule of Operating Expenses - GBP (£) £ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule Of Operating Expenses Abstract | |||
Depreciation of property, plant and equipment and right-of-use assets | £ 34,900 | £ 21,172 | £ 5,897 |
Amortization of intangible assets | 19,332 | 30,475 | 1,292 |
Impairment of intangible assets and goodwill | 299,377 | 5,493 | |
Expensed research and development costs | £ 16,106 | £ 8,154 | £ 6,697 |
Employee Benefit Expenses (Deta
Employee Benefit Expenses (Details) - Schedule of Employee Benefit Expenses - GBP (£) £ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule Of Employee Benefit Expenses Abstract | |||
Wages and salaries | £ 132,742 | £ 71,219 | £ 10,913 |
Employer’s national insurance | 13,990 | 7,772 | 2,092 |
Short-term non-monetary benefits | 1,114 | 430 | 416 |
Defined contribution pension cost | 6,387 | 3,408 | 871 |
Share-based payment expenses | 44,496 | 43,871 | 3,759 |
Total employee benefit expenses | £ 198,729 | £ 126,700 | £ 18,051 |
Finance Income and Expense (Det
Finance Income and Expense (Details) - Schedule of Finance Income and Expense - GBP (£) £ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Finance income | |||
Interest on bank deposits | £ 2,111 | £ 232 | £ 486 |
Total finance income | 2,111 | 232 | 486 |
Finance expense | |||
Interest on Convertible Notes | (41,351) | ||
Interest on loans and borrowings | (6,940) | (3,327) | (1,000) |
Interest on lease liabilities | (5,048) | (1,336) | (298) |
Total finance expense | £ (53,339) | £ (4,663) | £ (1,298) |
Other Income and Expenses (Deta
Other Income and Expenses (Details) - Schedule of Other Income and Expenses - GBP (£) £ in Thousands | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule Of Other Income And Expenses Abstract | |||||
Fair value movement in the Convertible Notes and embedded derivative | £ 198,769 | ||||
Fair value movement in the warrants | 47,097 | 26,671 | |||
Foreign exchange movements | (51,630) | ||||
IFRS 2 expense on the Transaction (non-cash) | (240,810) | ||||
Total other income and expenses | £ 14,378 | £ 157,973 | £ 194,236 | £ (214,140) |
Segment Information (Details) -
Segment Information (Details) - Schedule of Non-Current Assets by Geographic Location - GBP (£) £ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Non-current assets | ||
total non-current assets | £ 264,396 | £ 544,691 |
UK [Member] | ||
Non-current assets | ||
total non-current assets | 262,541 | 496,245 |
EU [Member] | ||
Non-current assets | ||
total non-current assets | £ 1,855 | £ 48,446 |
Taxation (Details)
Taxation (Details) - GBP (£) £ in Millions | 12 Months Ended | ||
Apr. 01, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Taxation (Details) [Line Items] | |||
Unutilized tax losses | £ 554.1 | £ 488.3 | |
Bottom of range [member] | |||
Taxation (Details) [Line Items] | |||
Corporation tax rate | 19% | ||
Top of range [member] | |||
Taxation (Details) [Line Items] | |||
Corporation tax rate | 25% |
Taxation (Details) - Schedule o
Taxation (Details) - Schedule of Tax Credit - GBP (£) £ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Current tax: | |||
Adjustment in respect of prior years | £ 190 | ||
Deferred tax: | |||
Origination and reversal of timing differences | (5,997) | (3,867) | (969) |
Adjustment in respect of prior years | 191 | ||
Effect of tax rate change on opening balance | (1,355) | 1,324 | |
Tax credit | £ (7,352) | £ (2,162) | £ (969) |
Taxation (Details) - Schedule_2
Taxation (Details) - Schedule of Tax Credit on Profit and Loss - GBP (£) £ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule Of Tax Credit On Profit And Loss Abstract | |||
Loss before tax from continuing operations | £ (525,474) | £ (531,454) | £ (99,847) |
Loss before tax from discontinued operations | (188,422) | (17,759) | (3,809) |
Current corporation tax rate of 19% | (99,840) | (98,727) | (18,971) |
Impact of difference in overseas tax rates | (17) | ||
Expenses not deductible for tax purposes | 977 | 55,356 | 1,238 |
Adjustment in respect of previous periods | 381 | ||
Impact of rate change | (1,355) | 1,402 | |
Deferred tax asset not recognized | 35,867 | 64,336 | 17,733 |
Impact of share scheme | 9,089 | ||
Impairment of goodwill | 47,927 | ||
Utilization of deferred tax previously unrecognized | (23,862) | ||
Difference between corporation tax and deferred tax rate | (423) | ||
Benefit of tax incentives | (625) | ||
Research and development claim – prior year | (969) | ||
Tax credit | £ (7,352) | £ (2,162) | £ (969) |
Taxation (Details) - Schedule_3
Taxation (Details) - Schedule of Deferred Tax - GBP (£) £ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Deferred tax assets | ||
Share-based payments | £ 622 | £ 10,822 |
Losses | 506 | 2,081 |
Short-term timing differences | 119 | |
Other temporary differences | 67 | |
Total deferred tax assets recognized | 1,128 | 13,089 |
Deferred tax liabilities | ||
Fixed asset temporary differences | (5,280) | |
Intangible asset differences | (6,632) | |
Other temporary differences | (1,128) | (1,263) |
Total deferred tax liabilities | (1,128) | (13,175) |
Deferred tax liabilities, net | £ (86) |
Taxation (Details) - Schedule_4
Taxation (Details) - Schedule of Deferred Tax Liabilities - GBP (£) £ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule Of Deferred Tax Liabilities Abstract | ||
Beginning balance | £ 86 | |
Income tax recognized in the income statement | 9,989 | 6,084 |
Prior year adjustments | 23 | (191) |
Business combinations | (2,501) | (13,404) |
Equity | (7,425) | 7,425 |
Ending balance | £ (86) |
Discontinued Operations and D_3
Discontinued Operations and Disposals (Details) - GBP (£) £ in Millions | 1 Months Ended | ||
May 15, 2023 | Feb. 22, 2023 | Jun. 30, 2023 | |
Discontinued Operations and Disposals (Details) [Line Items] | |||
Loss on sale | £ 7 | ||
Net cash inflow | £ 19.2 | ||
Disposal groups classified as held for sale [member] | |||
Discontinued Operations and Disposals (Details) [Line Items] | |||
Consideration for sale | £ 21.2 | ||
Third party [Member] | |||
Discontinued Operations and Disposals (Details) [Line Items] | |||
Loss on sale | £ 0.7 |
Discontinued Operations and D_4
Discontinued Operations and Disposals (Details) - Schedule of discontinued Operations - Imperial Car Supermarkets Limited [Member] - GBP (£) £ / shares in Units, £ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Discontinued Operations and Disposals (Details) - Schedule of discontinued Operations [Line Items] | |||
Revenue | £ 158,384 | £ 12,391 | £ 27,194 |
Expenses | (325,779) | (29,098) | (30,315) |
Loss from operations | (167,395) | (16,707) | (3,121) |
Finance income | 19 | 1 | |
Finance expense | (4,019) | (1,053) | (688) |
Loss on sale of discontinued operations | (14,509) | ||
Impairment loss on remeasurement of the disposal group | (2,518) | ||
Loss before tax from discontinued operations | (188,422) | (17,759) | (3,809) |
Tax expense | 2,660 | 3,542 | |
Loss for the year from discontinued operations | £ (185,762) | £ (14,217) | £ (3,809) |
Earnings per share: | |||
Basic loss per ordinary share from discontinued operations (in Pounds per share) | £ (4.87) | £ (0.42) | £ (0.15) |
Diluted loss per ordinary share from discontinued operations (in Pounds per share) | £ (4.87) | £ (0.42) | £ (0.15) |
Net cash flows from/(used in) discontinued operations: | |||
Operating | £ (79,232) | £ (122,646) | £ 23,581 |
Investing | (57,127) | (38,109) | |
Financing | (29,134) | 29,110 | (34,987) |
Net cash outflow | £ (165,493) | £ (131,645) | £ (11,406) |
Discontinued Operations and D_5
Discontinued Operations and Disposals (Details) - Schedule of Effect of Disposal on the Financial Position of the Group - Imperial Car Supermarkets Limited [Member] £ in Thousands | 12 Months Ended |
Dec. 31, 2022 GBP (£) | |
Discontinued Operations and Disposals (Details) - Schedule of Effect of Disposal on the Financial Position of the Group [Line Items] | |
Property, plant and equipment | £ (12,333) |
Right-of-use assets | (5,720) |
Inventory | (5,570) |
Trade and other receivables | (6,020) |
Cash and cash equivalents | (10,800) |
Trade and other payables | 3,424 |
Loans and borrowings | 14,731 |
Lease liabilities | 5,878 |
Provisions | 770 |
Net assets and liabilities | (15,640) |
Consideration received, satisfied in cash | 1,131 |
Cash and cash equivalents disposed of | (10,800) |
Net cash outflow | £ (9,669) |
Discontinued Operations and D_6
Discontinued Operations and Disposals (Details) - Schedule of Disposal Group Held for Sale £ in Thousands | 12 Months Ended |
Dec. 31, 2022 GBP (£) | |
Schedule Of Disposal Group Held For Sale Abstract | |
Property, plant and equipment | £ 39,369 |
Right-of-use assets | 878 |
Intangible assets | 1,729 |
Inventory | 7,865 |
Trade and other receivables | 3,522 |
Cash and cash equivalents | 12,442 |
Assets held for sale | 65,805 |
Trade and other payables | (4,504) |
Loans and borrowings | (29,062) |
Lease liabilities | (1,003) |
Provisions | (5,033) |
Liabilities associated with assets held for sale | (39,602) |
Net assets directly associated with disposal group | £ 26,203 |
Earnings Per Share (Details) -
Earnings Per Share (Details) - Schedule of Earnings Per Share - GBP (£) £ / shares in Units, £ in Thousands | 6 Months Ended | 12 Months Ended | ||||||||
Jun. 30, 2023 | Jun. 30, 2022 | [1] | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |||||
Loss for the year: | ||||||||||
Continuing operations (in Pounds) | £ (151,255) | £ (200,679) | £ (518,122) | £ (529,292) | [2] | £ (98,878) | ||||
Discontinued operations (in Pounds) | 871 | (40,779) | (185,762) | (14,217) | [2] | (3,809) | ||||
Total loss for the year (in Pounds) | £ (150,384) | £ (241,458) | £ (703,884) | £ (543,509) | [2] | £ (102,687) | ||||
Basic weighted average number of ordinary shares (in Shares) | 38,080,782 | 33,398,652 | 25,758,091 | |||||||
Dilutive effect of share options, Note 24 (in Shares) | ||||||||||
Dilutive effect of warrants, Note 24 (in Shares) | ||||||||||
Diluted weighted average number of ordinary shares (in Shares) | 38,080,782 | 33,398,652 | 25,758,091 | |||||||
Basic loss per ordinary share from continuing operations | £ (13.61) | £ (15.85) | £ (3.84) | |||||||
Diluted loss per ordinary share from continuing operations | £ (3.92) | [3] | £ (5.29) | [3] | (13.61) | [4] | (15.85) | [2],[4] | (3.84) | [4] |
Basic loss per ordinary share from discontinued operations | (4.87) | (0.42) | (0.15) | |||||||
Diluted loss per ordinary share from discontinued operations | (4.87) | (0.42) | (0.15) | |||||||
Basic loss per ordinary share | (18.48) | (16.27) | (3.99) | |||||||
Diluted loss per ordinary share | £ (3.9) | [3] | £ (6.36) | [3] | £ (18.48) | [4] | £ (16.27) | [2],[4] | £ (3.99) | [4] |
[1] The H1 2022 reporting period has been restated to show the EU segment as a discontinued operation. The Basic and diluted loss per ordinary share has been adjusted retrospectively for the reverse stock split which became effective on February 8, 2023. See Note 15 for further details on the reverse stock split. The basic and diluted loss per ordinary share has been adjusted retrospectively for the reverse stock split which became effective on February 8, 2023. Refer to Note 28 for further details. |
Acquisitions (Details)
Acquisitions (Details) £ / shares in Units, £ in Millions | 1 Months Ended |
Jan. 31, 2022 GBP (£) m² £ / shares | |
Acquisitions [Abstract] | |
Purchase of share capital, percentage | 100% |
Total consideration | £ 59.9 |
Total consideration paid in cash | 27.7 |
Deferred consideration | 3 |
Debt assumed and discharged | 6.2 |
Shares issue | 23.1 |
Cash acquired | 3.7 |
Total consideration net of cash acquired | £ 56.2 |
Vehicle preparation center (in Square Meters) | m² | 40,000 |
Trade and other receivables | £ 6.4 |
Fair value per share at acquisition (in Pounds per share) | £ / shares | £ 3.52 |
Transaction costs | £ 1 |
Acquisitions (Details) - Schedu
Acquisitions (Details) - Schedule of Intangible Assets as Part of the Acquisition £ in Thousands | Dec. 31, 2022 GBP (£) shares |
Schedule of Intangible Assets as Part of the Acquisition [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 (in Shares) | shares | 23,051 |
Purchase consideration transferred | £ 59,936 |
Property, Plant and Equipment_2
Property, Plant and Equipment (Details) - GBP (£) £ in Millions | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |||||
Transfer of subscription vehicles to inventory | £ 34 | £ 14.2 | |||
Loss on rights transferred | 1.9 | ||||
Property, plant and equipment | 22.9 | ||||
Decrease in property, plant and equipment | 69 | ||||
Property, plant and equipment | 53.7 | £ 122.7 | |||
Impairment charge | 16.3 | ||||
Acquired property, plant and equipment cost | 0.9 | £ 18.7 | |||
Disposed property plant and equipment | 4.9 | ||||
Disposal net loss | 3.3 | ||||
Statement of profit or loss within administrative expenses | £ 13.9 | £ 15 |
Property, Plant and Equipment_3
Property, Plant and Equipment (Details) - Schedule of Property, Plant and Equipment - GBP (£) £ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment (Details) - Schedule of Property, Plant and Equipment [Line Items] | ||
Net book value | £ 122,713 | £ 180,955 |
Freehold property [Member] | ||
Property, Plant and Equipment (Details) - Schedule of Property, Plant and Equipment [Line Items] | ||
Net book value | 16,240 | 30,828 |
Leasehold improvements [Member] | ||
Property, Plant and Equipment (Details) - Schedule of Property, Plant and Equipment [Line Items] | ||
Net book value | 34,654 | 25,321 |
Fixtures and fittings [Member] | ||
Property, Plant and Equipment (Details) - Schedule of Property, Plant and Equipment [Line Items] | ||
Net book value | 7,877 | 8,667 |
Computer equipment [Member] | ||
Property, Plant and Equipment (Details) - Schedule of Property, Plant and Equipment [Line Items] | ||
Net book value | 2,703 | 2,855 |
Subscription vehicles [Member] | ||
Property, Plant and Equipment (Details) - Schedule of Property, Plant and Equipment [Line Items] | ||
Net book value | 49,234 | 99,593 |
Other motor vehicles [Member] | ||
Property, Plant and Equipment (Details) - Schedule of Property, Plant and Equipment [Line Items] | ||
Net book value | 8,474 | 10,140 |
Plant and machinery [member] | ||
Property, Plant and Equipment (Details) - Schedule of Property, Plant and Equipment [Line Items] | ||
Net book value | 3,531 | 3,551 |
Cost [Member] | ||
Property, Plant and Equipment (Details) - Schedule of Property, Plant and Equipment [Line Items] | ||
Beginning balance, Cost | 195,763 | 36,557 |
Additions, Cost | 100,119 | 111,009 |
Acquisition of subsidiaries, Cost | 7,342 | 50,838 |
Disposals, Cost | (26,536) | (983) |
Disposal of subsidiaries, Cost | (12,965) | |
Sale and leasebacks, Cost | (14,159) | |
Assets held for sale, Cost | (48,658) | |
Transfers from inventory, Cost | 22,255 | |
Transfers, Cost | (70,427) | (922) |
FX revaluation, Cost | 2,792 | (736) |
Ending balance, Cost | 155,526 | 195,763 |
Cost [Member] | Freehold property [Member] | ||
Property, Plant and Equipment (Details) - Schedule of Property, Plant and Equipment [Line Items] | ||
Beginning balance, Cost | 30,828 | 14,907 |
Additions, Cost | ||
Acquisition of subsidiaries, Cost | 15,921 | |
Disposals, Cost | ||
Disposal of subsidiaries, Cost | ||
Sale and leasebacks, Cost | (14,159) | |
Assets held for sale, Cost | ||
Transfers from inventory, Cost | ||
Transfers, Cost | ||
FX revaluation, Cost | ||
Ending balance, Cost | 16,669 | 30,828 |
Cost [Member] | Leasehold improvements [Member] | ||
Property, Plant and Equipment (Details) - Schedule of Property, Plant and Equipment [Line Items] | ||
Beginning balance, Cost | 30,202 | 13,702 |
Additions, Cost | 17,144 | 12,419 |
Acquisition of subsidiaries, Cost | 168 | 4,081 |
Disposals, Cost | (134) | |
Disposal of subsidiaries, Cost | (183) | |
Sale and leasebacks, Cost | ||
Assets held for sale, Cost | ||
Transfers from inventory, Cost | ||
Transfers, Cost | ||
FX revaluation, Cost | 15 | |
Ending balance, Cost | 47,202 | 30,202 |
Cost [Member] | Fixtures and fittings [Member] | ||
Property, Plant and Equipment (Details) - Schedule of Property, Plant and Equipment [Line Items] | ||
Beginning balance, Cost | 10,577 | 3,949 |
Additions, Cost | 2,066 | 5,210 |
Acquisition of subsidiaries, Cost | 330 | 1,418 |
Disposals, Cost | (446) | |
Disposal of subsidiaries, Cost | (471) | |
Sale and leasebacks, Cost | ||
Assets held for sale, Cost | (116) | |
Transfers from inventory, Cost | ||
Transfers, Cost | ||
FX revaluation, Cost | 17 | |
Ending balance, Cost | 11,957 | 10,577 |
Cost [Member] | Computer equipment [Member] | ||
Property, Plant and Equipment (Details) - Schedule of Property, Plant and Equipment [Line Items] | ||
Beginning balance, Cost | 3,853 | 598 |
Additions, Cost | 2,340 | 2,245 |
Acquisition of subsidiaries, Cost | 2 | 1,013 |
Disposals, Cost | (672) | (3) |
Disposal of subsidiaries, Cost | (14) | |
Sale and leasebacks, Cost | ||
Assets held for sale, Cost | (225) | |
Transfers from inventory, Cost | ||
Transfers, Cost | ||
FX revaluation, Cost | 13 | |
Ending balance, Cost | 5,297 | 3,853 |
Cost [Member] | Subscription vehicles [Member] | ||
Property, Plant and Equipment (Details) - Schedule of Property, Plant and Equipment [Line Items] | ||
Beginning balance, Cost | 104,248 | |
Additions, Cost | 66,494 | 82,314 |
Acquisition of subsidiaries, Cost | 6,781 | 25,346 |
Disposals, Cost | (14,044) | (963) |
Disposal of subsidiaries, Cost | (12,212) | |
Sale and leasebacks, Cost | ||
Assets held for sale, Cost | (48,317) | |
Transfers from inventory, Cost | 22,255 | |
Transfers, Cost | (70,427) | (1,713) |
FX revaluation, Cost | 2,735 | (736) |
Ending balance, Cost | 57,513 | 104,248 |
Cost [Member] | Other motor vehicles [Member] | ||
Property, Plant and Equipment (Details) - Schedule of Property, Plant and Equipment [Line Items] | ||
Beginning balance, Cost | 11,911 | 2,742 |
Additions, Cost | 11,149 | 8,011 |
Acquisition of subsidiaries, Cost | 367 | |
Disposals, Cost | (11,212) | |
Disposal of subsidiaries, Cost | (11) | |
Sale and leasebacks, Cost | ||
Assets held for sale, Cost | ||
Transfers from inventory, Cost | ||
Transfers, Cost | 791 | |
FX revaluation, Cost | 20 | |
Ending balance, Cost | 11,857 | 11,911 |
Cost [Member] | Plant and machinery [member] | ||
Property, Plant and Equipment (Details) - Schedule of Property, Plant and Equipment [Line Items] | ||
Beginning balance, Cost | 4,144 | 659 |
Additions, Cost | 926 | 810 |
Acquisition of subsidiaries, Cost | 61 | 2,692 |
Disposals, Cost | (28) | (17) |
Disposal of subsidiaries, Cost | (74) | |
Sale and leasebacks, Cost | ||
Assets held for sale, Cost | ||
Transfers from inventory, Cost | ||
Transfers, Cost | ||
FX revaluation, Cost | 2 | |
Ending balance, Cost | 5,031 | 4,144 |
Accumulated depreciation [Member] | ||
Property, Plant and Equipment (Details) - Schedule of Property, Plant and Equipment [Line Items] | ||
Beginning balance, Accumulated depreciation | (14,808) | (1,343) |
Depreciation charge for the year, Accumulated depreciation | (32,020) | (14,682) |
Disposals, Accumulated depreciation | 3,602 | 1,244 |
Disposal of subsidiaries, Accumulated depreciation | 632 | |
Assets held for sale, Accumulated depreciation | 3,542 | |
Transfers, Accumulated depreciation | 6,707 | (23) |
FX revaluation, Accumulated depreciation | (468) | (4) |
Ending balance, Accumulated depreciation | (32,813) | (14,808) |
Accumulated depreciation [Member] | Freehold property [Member] | ||
Property, Plant and Equipment (Details) - Schedule of Property, Plant and Equipment [Line Items] | ||
Beginning balance, Accumulated depreciation | ||
Depreciation charge for the year, Accumulated depreciation | (429) | |
Disposals, Accumulated depreciation | ||
Disposal of subsidiaries, Accumulated depreciation | ||
Assets held for sale, Accumulated depreciation | ||
Transfers, Accumulated depreciation | ||
FX revaluation, Accumulated depreciation | ||
Ending balance, Accumulated depreciation | (429) | |
Accumulated depreciation [Member] | Leasehold improvements [Member] | ||
Property, Plant and Equipment (Details) - Schedule of Property, Plant and Equipment [Line Items] | ||
Beginning balance, Accumulated depreciation | (4,881) | (634) |
Depreciation charge for the year, Accumulated depreciation | (7,844) | (4,247) |
Disposals, Accumulated depreciation | 162 | |
Disposal of subsidiaries, Accumulated depreciation | 16 | |
Assets held for sale, Accumulated depreciation | ||
Transfers, Accumulated depreciation | ||
FX revaluation, Accumulated depreciation | (1) | |
Ending balance, Accumulated depreciation | (12,548) | (4,881) |
Accumulated depreciation [Member] | Fixtures and fittings [Member] | ||
Property, Plant and Equipment (Details) - Schedule of Property, Plant and Equipment [Line Items] | ||
Beginning balance, Accumulated depreciation | (1,910) | (415) |
Depreciation charge for the year, Accumulated depreciation | (2,460) | (1,495) |
Disposals, Accumulated depreciation | 154 | |
Disposal of subsidiaries, Accumulated depreciation | 41 | |
Assets held for sale, Accumulated depreciation | 90 | |
Transfers, Accumulated depreciation | ||
FX revaluation, Accumulated depreciation | 5 | |
Ending balance, Accumulated depreciation | (4,080) | (1,910) |
Accumulated depreciation [Member] | Computer equipment [Member] | ||
Property, Plant and Equipment (Details) - Schedule of Property, Plant and Equipment [Line Items] | ||
Beginning balance, Accumulated depreciation | (998) | (168) |
Depreciation charge for the year, Accumulated depreciation | (1,821) | (830) |
Disposals, Accumulated depreciation | 103 | |
Disposal of subsidiaries, Accumulated depreciation | 7 | |
Assets held for sale, Accumulated depreciation | 125 | |
Transfers, Accumulated depreciation | ||
FX revaluation, Accumulated depreciation | (10) | |
Ending balance, Accumulated depreciation | (2,594) | (998) |
Accumulated depreciation [Member] | Subscription vehicles [Member] | ||
Property, Plant and Equipment (Details) - Schedule of Property, Plant and Equipment [Line Items] | ||
Beginning balance, Accumulated depreciation | (4,655) | |
Depreciation charge for the year, Accumulated depreciation | (15,429) | (5,938) |
Disposals, Accumulated depreciation | 1,682 | 1,244 |
Disposal of subsidiaries, Accumulated depreciation | 549 | |
Assets held for sale, Accumulated depreciation | 3,327 | |
Transfers, Accumulated depreciation | 6,707 | 43 |
FX revaluation, Accumulated depreciation | (460) | (4) |
Ending balance, Accumulated depreciation | (8,279) | (4,655) |
Accumulated depreciation [Member] | Other motor vehicles [Member] | ||
Property, Plant and Equipment (Details) - Schedule of Property, Plant and Equipment [Line Items] | ||
Beginning balance, Accumulated depreciation | (1,771) | (75) |
Depreciation charge for the year, Accumulated depreciation | (3,110) | (1,630) |
Disposals, Accumulated depreciation | 1,501 | |
Disposal of subsidiaries, Accumulated depreciation | 1 | |
Assets held for sale, Accumulated depreciation | ||
Transfers, Accumulated depreciation | (66) | |
FX revaluation, Accumulated depreciation | (4) | |
Ending balance, Accumulated depreciation | (3,383) | (1,771) |
Accumulated depreciation [Member] | Plant and machinery [member] | ||
Property, Plant and Equipment (Details) - Schedule of Property, Plant and Equipment [Line Items] | ||
Beginning balance, Accumulated depreciation | (593) | (51) |
Depreciation charge for the year, Accumulated depreciation | (927) | (542) |
Disposals, Accumulated depreciation | ||
Disposal of subsidiaries, Accumulated depreciation | 18 | |
Assets held for sale, Accumulated depreciation | ||
Transfers, Accumulated depreciation | ||
FX revaluation, Accumulated depreciation | 2 | |
Ending balance, Accumulated depreciation | £ (1,500) | £ (593) |
Intangible Assets (Details)
Intangible Assets (Details) - GBP (£) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Intangible Assets (Details) [Line Items] | ||
Contractor development expenditure (in Pounds) | £ 15,800,000 | £ 11,100,000 |
Other long term (in Pounds) | 2,000 | |
UK [Member] | ||
Intangible Assets (Details) [Line Items] | ||
Recoverable amount (in Pounds) | £ 491,200,000 | £ 1,658,600,000 |
Percentage of pre-tax discount rate | 21.30% | 15.70% |
Growth rate percentage | 2% | 2% |
Impairment charge (in Pounds) | £ 136,700,000 | £ 1,004,700,000 |
Cash flow projection period | 7 years | |
UK [Member] | Discount Rates [Member] | ||
Intangible Assets (Details) [Line Items] | ||
Percentage of pre-tax discount rate | 1% | |
Discount rates percentage | 22.30% | |
Additional impairment charge (in Pounds) | £ 54,600,000 | |
UK [Member] | Gross margins [Member] | ||
Intangible Assets (Details) [Line Items] | ||
Gross margin percentage | 1% | |
Additional impairment charge (in Pounds) | £ 157,800,000 | |
UK [Member] | Terminal Growth Rate [Member] | ||
Intangible Assets (Details) [Line Items] | ||
Additional impairment charge (in Pounds) | £ 26,900,000 | |
Growth rate percentage | 1% | |
Cazana [Member] | ||
Intangible Assets (Details) [Line Items] | ||
Recoverable amount (in Pounds) | £ 2,700,000 | £ 4,600,000 |
Percentage of pre-tax discount rate | 18.10% | 23.30% |
Growth rate percentage | 2% | 2% |
Impairment charge (in Pounds) | £ 5,500,000 | |
Headroom (in Pounds) | £ 1,000,000 | |
Cazana [Member] | Discount Rates [Member] | ||
Intangible Assets (Details) [Line Items] | ||
Percentage of pre-tax discount rate | 10.80% | |
Discount rates percentage | 28.90% | |
Cazana [Member] | Gross margins [Member] | ||
Intangible Assets (Details) [Line Items] | ||
Gross margin percentage | 1% | |
Cazana [Member] | Terminal Growth Rate [Member] | ||
Intangible Assets (Details) [Line Items] | ||
Growth rate percentage | 1% |
Intangible Assets (Details) - S
Intangible Assets (Details) - Schedule of Intangible Assets and Goodwill - GBP (£) £ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Intangible Assets (Details) - Schedule of Intangible Assets and Goodwill [Line Items] | ||
Cost, Beginning balance | £ 298,946 | £ 28,097 |
Accumulated depreciation, Beginning balance | (37,432) | (1,437) |
Net Book Value | 16,369 | 261,514 |
Additions | 18,133 | 14,259 |
Acquisition of subsidiaries | 61,016 | 256,590 |
Assets held for sale | (2,487) | |
Cost, Ending balance | 375,608 | 298,946 |
Charge for the year | (19,332) | (30,502) |
Impairment loss | (303,233) | (5,493) |
Assets held for sale | 758 | |
Accumulated depreciation, Ending balance | (359,239) | (37,432) |
Goodwill [member] | ||
Intangible Assets (Details) - Schedule of Intangible Assets and Goodwill [Line Items] | ||
Cost, Beginning balance | 218,840 | 22,693 |
Accumulated depreciation, Beginning balance | ||
Net Book Value | 218,840 | |
Additions | ||
Acquisition of subsidiaries | 50,597 | 196,147 |
Assets held for sale | ||
Cost, Ending balance | 269,437 | 218,840 |
Charge for the year | ||
Impairment loss | (269,437) | |
Assets held for sale | ||
Accumulated depreciation, Ending balance | (269,437) | |
Development costs and software [Member] | ||
Intangible Assets (Details) - Schedule of Intangible Assets and Goodwill [Line Items] | ||
Cost, Beginning balance | 56,178 | 5,353 |
Accumulated depreciation, Beginning balance | (13,543) | (1,428) |
Net Book Value | 16,313 | 42,635 |
Additions | 18,078 | 14,237 |
Acquisition of subsidiaries | 2,592 | 36,588 |
Assets held for sale | (2,487) | |
Cost, Ending balance | 74,361 | 56,178 |
Charge for the year | (18,641) | (6,622) |
Impairment loss | (26,622) | (5,493) |
Assets held for sale | 758 | |
Accumulated depreciation, Ending balance | (58,048) | (13,543) |
Customer relationships [Member] | ||
Intangible Assets (Details) - Schedule of Intangible Assets and Goodwill [Line Items] | ||
Cost, Beginning balance | 21,109 | |
Accumulated depreciation, Beginning balance | (21,109) | |
Net Book Value | ||
Additions | ||
Acquisition of subsidiaries | 3,669 | 21,109 |
Assets held for sale | ||
Cost, Ending balance | 24,778 | 21,109 |
Charge for the year | (653) | (21,109) |
Impairment loss | (3,016) | |
Assets held for sale | ||
Accumulated depreciation, Ending balance | (24,778) | (21,109) |
Brand [Member] | ||
Intangible Assets (Details) - Schedule of Intangible Assets and Goodwill [Line Items] | ||
Cost, Beginning balance | 2,746 | |
Accumulated depreciation, Beginning balance | (2,746) | |
Net Book Value | ||
Additions | ||
Acquisition of subsidiaries | 4,158 | 2,746 |
Assets held for sale | ||
Cost, Ending balance | 6,904 | 2,746 |
Charge for the year | (2,746) | |
Impairment loss | (4,158) | |
Assets held for sale | ||
Accumulated depreciation, Ending balance | (6,904) | (2,746) |
Domain names [Member] | ||
Intangible Assets (Details) - Schedule of Intangible Assets and Goodwill [Line Items] | ||
Cost, Beginning balance | 73 | 51 |
Accumulated depreciation, Beginning balance | (34) | (9) |
Net Book Value | 56 | 39 |
Additions | 55 | 22 |
Acquisition of subsidiaries | ||
Assets held for sale | ||
Cost, Ending balance | 128 | 73 |
Charge for the year | (38) | (25) |
Impairment loss | ||
Assets held for sale | ||
Accumulated depreciation, Ending balance | £ (72) | £ (34) |
Intangible Assets (Details) -_2
Intangible Assets (Details) - Schedule of Impairment Testing, Intangible Assets and Goodwill - GBP (£) £ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Intangible assets | ||
Total intangible assets | £ 16,369 | £ 42,674 |
Goodwill | ||
Total goodwill | 218,840 | |
UK [Member] | ||
Intangible assets | ||
Total intangible assets | 16,369 | 32,696 |
Goodwill | ||
Total goodwill | 136,833 | |
France and Germany [Member] | ||
Intangible assets | ||
Total intangible assets | 5,096 | |
Goodwill | ||
Total goodwill | 82,007 | |
Cazana [Member] | ||
Intangible assets | ||
Total intangible assets | 4,304 | |
Goodwill | ||
Total goodwill | ||
Spain [Member] | ||
Intangible assets | ||
Total intangible assets | 578 | |
Goodwill | ||
Total goodwill |
Inventory (Details)
Inventory (Details) - GBP (£) £ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Inventory [Abstract] | |||
Inventory expenses recognised | £ 1,175.1 | £ 447.2 | £ 161.2 |
Percentage of change in expected selling price | 2% | ||
Security against stocking loans | £ 170.7 | £ 273.3 |
Inventory (Details) - Schedule
Inventory (Details) - Schedule of Inventory - GBP (£) £ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule of [inventory] | |||
Finished goods and work in progress | £ 232,565 | £ 364,585 | |
Gross inventory | 235,245 | 369,532 | |
Inventory provision | (2,680) | (4,947) | |
Inventory | £ 130,119 | £ 232,565 | £ 364,585 |
Inventory (Details) - Schedul_2
Inventory (Details) - Schedule of Sensitivity of the Inventory Provision - GBP (£) £ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Inventory (Details) - Schedule of Sensitivity of the Inventory Provision [Line Items] | ||
Change in expected selling price estimate | 2% | |
Change in inventory provision | £ 683 | £ 1,417 |
Legal proceedings provision [member] | ||
Inventory (Details) - Schedule of Sensitivity of the Inventory Provision [Line Items] | ||
Change in expected selling price estimate | (2.00%) | |
Change in inventory provision | £ (1,071) | £ (1,904) |
Trade and Other Receivables (De
Trade and Other Receivables (Details) - Schedule of Trade and Other Receivables - GBP (£) £ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule Of Trade And Other Receivables Abstract | ||
Trade receivables | £ 24,475 | £ 15,021 |
Prepayments | 21,255 | 28,124 |
Contract assets | 248 | 3,451 |
VAT recoverable | 8,445 | 30,499 |
Other receivables | 12,336 | 10,982 |
Total | 66,759 | 88,077 |
Allowance for expected credit losses | (4,000) | (225) |
Total trade and other receivables | 62,759 | 87,852 |
Current | 56,259 | 77,884 |
Non-current | £ 6,500 | £ 9,968 |
Trade and Other Receivables (_2
Trade and Other Receivables (Details) - Schedule of Allowance for Expected Credit Losses of Trade and Other Receivables - GBP (£) £ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule Of Allowance For Expected Credit Losses Of Trade And Other Receivables Abstract | ||
Balance beginning | £ 225 | |
Provision for expected credit losses | 3,775 | 225 |
Balance ending | £ 4,000 | £ 225 |
Trade and Other Payables (Detai
Trade and Other Payables (Details) - Schedule of Trade and Other Payables - GBP (£) £ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule Of Trade And Other Receivables [Abstract] | |||
Trade payables | £ 18,141 | £ 29,224 | |
Accruals and other creditors | 25,192 | 25,279 | |
Tax and social security payables | 5,494 | 11,316 | |
Contract liabilities | 19,374 | 7,911 | |
Deferred consideration | 5,554 | ||
Total trade and other payables | 68,201 | 79,284 | |
Current | £ 55,190 | 68,201 | 79,284 |
Non-current |
Loans and Borrowings (Details)
Loans and Borrowings (Details) - Schedule of Loans and Borrowings - GBP (£) £ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Jun. 30, 2023 | |
Loans and Borrowings (Details) - Schedule of Loans and Borrowings [Line Items] | |||
Total current | £ 178,084 | £ 84,137 | |
Non-current | |||
Total non-current | 4,113 | £ 68,113 | |
Total loans and borrowings | 182,197 | 248,653 | |
Current [member] | |||
Loans and Borrowings (Details) - Schedule of Loans and Borrowings [Line Items] | |||
Stocking loans | 161,592 | 169,170 | |
Subscription facilities | 14,983 | 10,188 | |
Secured asset financing | 1,479 | ||
Bank loans | 30 | 635 | |
Mortgages | 547 | ||
Total current | 178,084 | 180,540 | |
Non-current [Member] | |||
Loans and Borrowings (Details) - Schedule of Loans and Borrowings [Line Items] | |||
Subscription facilities | 56,987 | ||
Non-current | |||
Stocking loans | 8,809 | ||
Subscription facilities | 56,987 | ||
Secured asset financing | 4,113 | ||
Bank loans | 815 | ||
Mortgages | £ 1,502 |
Provisions (Details)
Provisions (Details) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Bottom of range [Member] | ||
Provisions (Details) [Line Items] | ||
Lease term, years | 4 years | 4 years |
Top of range [Member] | ||
Provisions (Details) [Line Items] | ||
Lease term, years | 19 years | 20 years |
Provisions (Details) - Schedule
Provisions (Details) - Schedule of Provisions - GBP (£) £ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Provisions (Details) - Schedule of Provisions [Line Items] | ||
Beginning balance | £ 7,985 | £ 3,363 |
Current | 26,538 | |
Non-current | 8,752 | |
Acquisition of subsidiaries | 631 | 3,549 |
Recognized during the year | 40,320 | 1,073 |
Utilized during the year | (6,437) | |
Reversed during the year | (1,406) | |
Liabilities held for sale | (5,033) | |
Disposal of subsidiaries | (770) | |
Ending balance | 35,290 | 7,985 |
Dilapidation [Member] | ||
Provisions (Details) - Schedule of Provisions [Line Items] | ||
Beginning balance | 7,985 | 3,363 |
Current | ||
Non-current | 8,752 | |
Acquisition of subsidiaries | 3,549 | |
Recognized during the year | 1,464 | 1,073 |
Utilized during the year | (697) | |
Reversed during the year | ||
Liabilities held for sale | ||
Disposal of subsidiaries | ||
Ending balance | 8,752 | 7,985 |
Restructuring [Member] | ||
Provisions (Details) - Schedule of Provisions [Line Items] | ||
Beginning balance | ||
Current | 24,698 | |
Non-current | ||
Acquisition of subsidiaries | ||
Recognized during the year | 36,877 | |
Utilized during the year | (5,740) | |
Reversed during the year | (1,406) | |
Liabilities held for sale | (5,033) | |
Disposal of subsidiaries | ||
Ending balance | 24,698 | |
Other [Member] | ||
Provisions (Details) - Schedule of Provisions [Line Items] | ||
Beginning balance | ||
Current | 1,840 | |
Non-current | ||
Acquisition of subsidiaries | 631 | |
Recognized during the year | 1,979 | |
Utilized during the year | ||
Reversed during the year | ||
Liabilities held for sale | ||
Disposal of subsidiaries | (770) | |
Ending balance | £ 1,840 |
Leases (Details)
Leases (Details) | 1 Months Ended | 12 Months Ended |
Feb. 28, 2022 | Dec. 31, 2022 | |
Leases (Details) [Line Items] | ||
Leases terms | 20 years | |
Bottom of range [Member] | ||
Leases (Details) [Line Items] | ||
Leases terms | 1 year | |
Top of range [Member] | ||
Leases (Details) [Line Items] | ||
Leases terms | 3 years |
Leases (Details) - Schedule of
Leases (Details) - Schedule of Right-of-Use Assets - GBP (£) £ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Leases (Details) - Schedule of Right-of-Use Assets [Line Items] | ||
Cost of beginning balance | £ 109,836 | £ 56,653 |
Cost of ending balance | 153,504 | 109,836 |
Accumulated depreciation beginning balance | (17,582) | (5,933) |
Accumulated depreciation ending balance | (34,690) | (17,582) |
Net book value | 118,814 | 92,254 |
Additions | 46,889 | 25,261 |
Acquisition of subsidiaries | 6,276 | 34,804 |
Sale and leasebacks | 6,930 | |
Disposals | (4,957) | (5,940) |
Disposal of subsidiaries | (6,449) | |
Assets held for sale | (4,696) | |
Transfers | (818) | (791) |
FX revaluation | 493 | (151) |
Depreciation charge for the year | (25,558) | (14,109) |
Disposals | 4,145 | 2,394 |
Disposal of subsidiaries | 729 | |
Assets held for sale | 3,818 | |
Transfers | 66 | |
FX revaluation | (242) | |
Leasehold property [Member] | ||
Leases (Details) - Schedule of Right-of-Use Assets [Line Items] | ||
Cost of beginning balance | 85,775 | 48,332 |
Cost of ending balance | 121,976 | 85,775 |
Accumulated depreciation beginning balance | (10,696) | (4,839) |
Accumulated depreciation ending balance | (23,762) | (10,696) |
Net book value | 98,214 | 75,079 |
Additions | 31,670 | 13,271 |
Acquisition of subsidiaries | 6,276 | 29,268 |
Sale and leasebacks | 6,930 | |
Disposals | (2,428) | (5,096) |
Disposal of subsidiaries | (6,449) | |
Assets held for sale | ||
Transfers | ||
FX revaluation | 202 | |
Depreciation charge for the year | (16,485) | (8,108) |
Disposals | 2,738 | 2,251 |
Disposal of subsidiaries | 729 | |
Assets held for sale | ||
Transfers | ||
FX revaluation | (48) | |
Fixtures and fittings [Member] | ||
Leases (Details) - Schedule of Right-of-Use Assets [Line Items] | ||
Cost of beginning balance | 74 | 74 |
Cost of ending balance | 74 | 74 |
Accumulated depreciation beginning balance | (33) | (18) |
Accumulated depreciation ending balance | (48) | (33) |
Net book value | 26 | 41 |
Additions | ||
Acquisition of subsidiaries | ||
Sale and leasebacks | ||
Disposals | ||
Disposal of subsidiaries | ||
Assets held for sale | ||
Transfers | ||
FX revaluation | ||
Depreciation charge for the year | (15) | (15) |
Disposals | ||
Disposal of subsidiaries | ||
Assets held for sale | ||
Transfers | ||
FX revaluation | ||
Subscription vehicles [Member] | ||
Leases (Details) - Schedule of Right-of-Use Assets [Line Items] | ||
Cost of beginning balance | 7,703 | |
Cost of ending balance | 14,325 | 7,703 |
Accumulated depreciation beginning balance | (3,157) | |
Accumulated depreciation ending balance | (4,306) | (3,157) |
Net book value | 10,019 | 4,546 |
Additions | 11,913 | 2,942 |
Acquisition of subsidiaries | 5,536 | |
Sale and leasebacks | ||
Disposals | (624) | |
Disposal of subsidiaries | ||
Assets held for sale | (4,696) | |
Transfers | (818) | |
FX revaluation | 223 | (151) |
Depreciation charge for the year | (4,790) | (3,157) |
Disposals | ||
Disposal of subsidiaries | ||
Assets held for sale | 3,818 | |
Transfers | ||
FX revaluation | (177) | |
Other motor vehicles [Member] | ||
Leases (Details) - Schedule of Right-of-Use Assets [Line Items] | ||
Cost of beginning balance | 16,284 | 8,247 |
Cost of ending balance | 17,129 | 16,284 |
Accumulated depreciation beginning balance | (3,696) | (1,076) |
Accumulated depreciation ending balance | (6,574) | (3,696) |
Net book value | 10,555 | 12,588 |
Additions | 3,306 | 9,048 |
Acquisition of subsidiaries | ||
Sale and leasebacks | ||
Disposals | (2,529) | (220) |
Disposal of subsidiaries | ||
Assets held for sale | ||
Transfers | (791) | |
FX revaluation | 68 | |
Depreciation charge for the year | (4,268) | (2,829) |
Disposals | 1,407 | 143 |
Disposal of subsidiaries | ||
Assets held for sale | ||
Transfers | £ 66 | |
FX revaluation | £ (17) |
Leases (Details) - Schedule o_2
Leases (Details) - Schedule of Lease Liabilities - GBP (£) £ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Lease Liabilities [Abstract] | ||
Beginning balance | £ 90,400 | £ 48,048 |
Additions | 51,757 | 26,228 |
Acquisition of subsidiaries | 6,276 | 36,352 |
Interest | 5,245 | 1,338 |
Payments | (29,198) | (18,597) |
Terminations | (2,307) | (2,969) |
Sale and leasebacks | 5,466 | |
Transfers | (3,529) | |
Disposals of subsidiaries | (5,878) | |
Assets held for sale | (1,003) | |
FX revaluation | 231 | |
Ending balance | £ 117,460 | £ 90,400 |
Leases (Details) - Schedule o_3
Leases (Details) - Schedule of Amounts Recognized in the Statement of Profit and Loss - GBP (£) £ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of Amounts Recognized in the Statement of Profit and Loss [Abstract] | |||
Depreciation expense | £ 25,558 | £ 14,109 | £ 5,570 |
Interest on lease liabilities | 5,209 | 1,338 | 652 |
Total | £ 30,767 | £ 15,447 | £ 6,222 |
Leases (Details) - Schedule o_4
Leases (Details) - Schedule of Receivable Under Non-Cancellable Operating Leases - GBP (£) £ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Leases (Details) - Schedule of Receivable Under Non-Cancellable Operating Leases [Line Items] | ||
Total | £ 873 | £ 2,072 |
Within one year [Member] | ||
Leases (Details) - Schedule of Receivable Under Non-Cancellable Operating Leases [Line Items] | ||
Total | 776 | 1,602 |
Greater than one year but not more than five years [Member] | ||
Leases (Details) - Schedule of Receivable Under Non-Cancellable Operating Leases [Line Items] | ||
Total | £ 97 | £ 469 |
Share Capital (Details) - Sched
Share Capital (Details) - Schedule of Issued and Fully Paid Share Capital - GBP (£) £ in Thousands, shares in Thousands | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Share Capital (Details) - Schedule of Issued and Fully Paid Share Capital [Line Items] | |||
Issued and fully paid share capital, Shares | 768,798 | 752,934 | |
Issued and fully paid share capital | £ 55 | £ 55 | £ 55 |
Class A Ordinary Shares [Member] | |||
Share Capital (Details) - Schedule of Issued and Fully Paid Share Capital [Line Items] | |||
Issued and fully paid share capital, Shares | 768,798 | 112,010 | |
Issued and fully paid share capital | £ 55 | £ 8 | |
Class C Ordinary Shares [Member] | |||
Share Capital (Details) - Schedule of Issued and Fully Paid Share Capital [Line Items] | |||
Issued and fully paid share capital, Shares | 640,924 | ||
Issued and fully paid share capital | £ 47 |
Share Capital (Details) - Sch_2
Share Capital (Details) - Schedule of Issued and Fully Paid Share Capital (Parentheticals) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Class A Ordinary Shares [Member] | ||
Share Capital (Details) - Schedule of Issued and Fully Paid Share Capital (Parentheticals) [Line Items] | ||
Issued and fully paid share capital, ordinary shares per share | $ 0.0001 | $ 0.0001 |
Class C Ordinary Shares [Member] | ||
Share Capital (Details) - Schedule of Issued and Fully Paid Share Capital (Parentheticals) [Line Items] | ||
Issued and fully paid share capital, ordinary shares per share | $ 0.0001 | $ 0.0001 |
Share Capital (Details) - Sch_3
Share Capital (Details) - Schedule of Classes of Share Capital - GBP (£) £ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share capital [Member] | ||
Share Capital (Details) - Schedule of Classes of Share Capital [Line Items] | ||
Ordinary share, beginning balance | £ 55 | |
Acquisition of subsidiaries | ||
Warrants exercised | ||
Group restructuring | 49 | |
PIPE share issuance | 6 | |
Transaction costs | ||
Ordinary share, ending balance | 55 | 55 |
Share premium [Member] | ||
Share Capital (Details) - Schedule of Classes of Share Capital [Line Items] | ||
Ordinary share, beginning balance | 902,586 | 266,120 |
Acquisition of subsidiaries | 23,051 | 5,365 |
Warrants exercised | 11,967 | |
Group restructuring | 70,086 | |
PIPE share issuance | 583,936 | |
Transaction costs | (34,888) | |
Ordinary share, ending balance | 925,637 | 902,586 |
Merger reserve [Member] | ||
Share Capital (Details) - Schedule of Classes of Share Capital [Line Items] | ||
Ordinary share, beginning balance | 420,834 | 181,250 |
Acquisition of subsidiaries | 65,348 | |
Warrants exercised | ||
Group restructuring | 174,236 | |
PIPE share issuance | ||
Transaction costs | ||
Ordinary share, ending balance | £ 420,834 | £ 420,834 |
Financial Instruments (Details)
Financial Instruments (Details) $ / shares in Units, £ in Thousands | 1 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||
Feb. 16, 2022 GBP (£) | Feb. 16, 2022 USD ($) | Feb. 16, 2027 USD ($) | Feb. 16, 2025 | Jun. 30, 2023 GBP (£) | Jun. 30, 2023 $ / shares | Jun. 30, 2022 GBP (£) | Dec. 31, 2022 GBP (£) shares | Dec. 31, 2022 GBP (£) $ / shares | Dec. 31, 2021 GBP (£) | Dec. 31, 2020 GBP (£) | |
Financial Instruments (Details) [Line Items] | |||||||||||
Aggregate principal amount (in Dollars) | $ | $ 630,000,000 | ||||||||||
Percentage of convertible notes | 2% | 2% | |||||||||
Net proceeds | £ 460,000 | £ 460,021 | £ 460,021 | ||||||||
Conversion price percentage | 150% | ||||||||||
Premium maturity percentage | 50% | ||||||||||
Premium trading days | 10 days | ||||||||||
Weighted average price (in Dollars) | $ | $ 135 | ||||||||||
Committed stocking loans amount | £ 240,000 | ||||||||||
Warrants outstanding (in Shares) | shares | 41,254,566 | ||||||||||
Exercise price per share (in Dollars per share) | $ / shares | $ 230 | $ 230 | |||||||||
Private Warrants [Member] | |||||||||||
Financial Instruments (Details) [Line Items] | |||||||||||
Fair Value | £ 200 | $ 200 | |||||||||
Increase in fair value | 0 | ||||||||||
Embedded Derivative [Member] | |||||||||||
Financial Instruments (Details) [Line Items] | |||||||||||
Decrease in fair value | £ 76,600 | ||||||||||
Financial liability [Member] | |||||||||||
Financial Instruments (Details) [Line Items] | |||||||||||
Net proceeds | 208,700 | ||||||||||
Embedded Derivative [Member] | |||||||||||
Financial Instruments (Details) [Line Items] | |||||||||||
Net proceeds | £ 251,300 | ||||||||||
Embedded Derivative [Member] | Bottom of range [member] | |||||||||||
Financial Instruments (Details) [Line Items] | |||||||||||
Fair value of expected volatility rate | 40 | ||||||||||
Embedded Derivative [Member] | Top of range [member] | |||||||||||
Financial Instruments (Details) [Line Items] | |||||||||||
Fair value of expected volatility rate | 2,800 | ||||||||||
Private Warrants [Member] | |||||||||||
Financial Instruments (Details) [Line Items] | |||||||||||
Fair value of expected volatility rate | £ 20 |
Financial Instruments (Detail_2
Financial Instruments (Details) - Schedule of Financial Assets, Other than Cash and Short-Term Deposits - GBP (£) £ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Financial assets at amortized cost | |||
Trade receivables | £ 24,475 | £ 14,796 | |
Contract assets | 248 | 3,451 | |
Lease deposits | 5,664 | 5,124 | |
Total financial assets | £ 23,507 | 30,387 | 23,371 |
Current | 19,151 | 24,723 | 18,247 |
Non-current | £ 4,356 | £ 5,664 | £ 5,124 |
Financial Instruments (Detail_3
Financial Instruments (Details) - Schedule of Interest-Bearing Loans and Borrowings - GBP (£) £ in Thousands | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Current | |||
Total | £ 207,981 | £ 199,366 | |
Current [member] | |||
Current | |||
Convertible Notes, Interest rate | 2% | 2% | |
Convertible Notes, Maturity | Within one year | Within one year | |
Convertible Notes | £ 1,301 | ||
Stocking loans, Maturity | On earlier of sale or 180 days | On earlier of sale or 180 days | |
Stocking loans | £ 161,592 | 169,170 | |
Subscription facilities, Interest rate | 1.7% | ||
Subscription facilities, Maturity | Within one year | ||
Subscription facilities | £ 14,983 | 10,188 | |
Secured asset financing, Maturity | Within one year | Within one year | |
Secured asset financing | £ 1,024 | £ 1,479 | |
Bank loans, Maturity | Within one year | ||
Bank loans | £ 30 | 635 | |
Mortgages | 547 | ||
Lease liabilities, Maturity | Within one year | ||
Lease liabilities | £ 28,596 | 18,826 | |
Current [member] | Bottom of range [member] | |||
Current | |||
Stocking loans, Interest rate | 0.5% | ||
Secured asset financing, Interest rate | 3% | 3% | |
Lease liabilities, Interest rate | 1% | 1% | |
Current [member] | Top of range [member] | |||
Current | |||
Stocking loans, Interest rate | 2.2% | ||
Secured asset financing, Interest rate | 12% | 7% | |
Lease liabilities, Interest rate | 13% | 13% | |
Non-current [Member] | |||
Current | |||
Convertible Notes, Interest rate | 2% | 2% | |
Convertible Notes, Maturity | 2027 | 2027 | |
Convertible Notes | £ 265,631 | ||
Stocking loans | 8,809 | ||
Subscription facilities | 56,987 | ||
Secured asset financing, Maturity | 2026 – 2027 | 2027 | |
Secured asset financing | £ 2,338 | £ 4,113 | |
Bank loans | 815 | ||
Mortgages | 1,502 | ||
Lease liabilities, Maturity | 2024 – 2042 | ||
Lease liabilities | £ 88,864 | 71,574 | |
Total | £ 358,608 | £ 139,687 | |
Non-current [Member] | Bottom of range [member] | |||
Current | |||
Secured asset financing, Interest rate | 3% | 3% | |
Lease liabilities, Interest rate | 1% | 1% | |
Non-current [Member] | Top of range [member] | |||
Current | |||
Secured asset financing, Interest rate | 12% | 7% | |
Lease liabilities, Interest rate | 13% | 13% |
Financial Instruments (Detail_4
Financial Instruments (Details) - Schedule of Other Financial Liabilities - GBP (£) £ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Financial liabilities at fair value through profit or loss | |||
Other financial liabilities | £ 82,623 | £ 42,692 | |
Current | |||
Non-current | £ 78,994 | 82,623 | 42,692 |
Warrants [member] | |||
Financial liabilities at fair value through profit or loss | |||
Other financial liabilities | 515 | 42,692 | |
Embedded derivative [Member] | |||
Financial liabilities at fair value through profit or loss | |||
Other financial liabilities | £ 82,108 |
Financial Instruments (Detail_5
Financial Instruments (Details) - Schedule of Warrants Outstanding - shares | Dec. 31, 2022 | Dec. 31, 2021 |
Financial Instruments (Details) - Schedule of Warrants Outstanding [Line Items] | ||
Total warrants | 41,254,566 | 41,254,566 |
Public [Member] | ||
Financial Instruments (Details) - Schedule of Warrants Outstanding [Line Items] | ||
Total warrants | 20,124,748 | 20,124,748 |
Private [Member] | ||
Financial Instruments (Details) - Schedule of Warrants Outstanding [Line Items] | ||
Total warrants | 21,129,818 | 21,129,818 |
Financial Instruments (Detail_6
Financial Instruments (Details) - Schedule of Fair Value Measurement Hierarchy - GBP (£) £ in Thousands | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Financial Instruments (Details) - Schedule of Fair Value Measurement Hierarchy [Line Items] | |||
Warrants | £ 16 | £ 555 | £ 42,692 |
Embedded derivative | 78,978 | 82,108 | |
Total warrants | 82,623 | ||
Level 1 of fair value hierarchy [member] | |||
Financial Instruments (Details) - Schedule of Fair Value Measurement Hierarchy [Line Items] | |||
Warrants | 166 | 13,418 | |
Embedded derivative | |||
Total warrants | 166 | ||
Level 2 of fair value hierarchy [member] | |||
Financial Instruments (Details) - Schedule of Fair Value Measurement Hierarchy [Line Items] | |||
Warrants | |||
Embedded derivative | |||
Level 3 of fair value hierarchy [member] | |||
Financial Instruments (Details) - Schedule of Fair Value Measurement Hierarchy [Line Items] | |||
Warrants | 16 | 349 | £ 29,274 |
Embedded derivative | £ 78,978 | 82,108 | |
Total warrants | £ 82,457 |
Financial Instruments (Detail_7
Financial Instruments (Details) - Schedule of Relevant In the Determination of Fair Value of the Private Warrants | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Private warrants [Member] | ||
Financial Instruments (Details) - Schedule of Relevant In the Determination of Fair Value of the Private Warrants [Line Items] | ||
Expected term (years) | 7 years | 7 years |
Expected volatility | 93.40% | 47.10% |
Credit spread | ||
Dividend yield | ||
Risk free interest rate | 3.90% | 1.40% |
Embedded derivative [Member] | ||
Financial Instruments (Details) - Schedule of Relevant In the Determination of Fair Value of the Private Warrants [Line Items] | ||
Expected term (years) | 4 years | |
Expected volatility | 62.30% | |
Credit spread | 25.90% | |
Dividend yield | ||
Risk free interest rate | 4.10% |
Financial Instruments (Detail_8
Financial Instruments (Details) - Schedule of Fair Value Movements - GBP (£) £ in Thousands | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Financial Instruments (Details) - Schedule of Fair Value Movements [Line Items] | |||
Beginning balance | £ 82,623 | £ 42,692 | |
Warrants issued upon acquisition of Drover | 6,566 | ||
Fair value movement | (252) | (245,866) | 102 |
Foreign exchange movements | 34,510 | ||
Exercise of warrants | (6,667) | ||
Warrants issued in the Transaction | 69,362 | ||
Fair value movement | (26,671) | ||
Ending balance | 78,994 | 82,623 | 42,692 |
Issuances | 251,287 | ||
Public warrants [Member] | |||
Financial Instruments (Details) - Schedule of Fair Value Movements [Line Items] | |||
Beginning balance | 166 | 13,418 | |
Warrants issued upon acquisition of Drover | |||
Fair value movement | (14,799) | ||
Foreign exchange movements | 1,547 | ||
Exercise of warrants | |||
Warrants issued in the Transaction | 22,475 | ||
Fair value movement | (9,057) | ||
Ending balance | 166 | 13,418 | |
Issuances | |||
Private warrants [Member] | |||
Financial Instruments (Details) - Schedule of Fair Value Movements [Line Items] | |||
Beginning balance | 349 | 29,274 | |
Warrants issued upon acquisition of Drover | 6,566 | ||
Fair value movement | (32,298) | 102 | |
Foreign exchange movements | 3,373 | ||
Exercise of warrants | (6,667) | ||
Warrants issued in the Transaction | 46,887 | ||
Fair value movement | (17,614) | ||
Ending balance | 349 | 29,274 | |
Issuances | |||
Embedded derivative [Member] | |||
Financial Instruments (Details) - Schedule of Fair Value Movements [Line Items] | |||
Beginning balance | £ 82,108 | ||
Warrants issued upon acquisition of Drover | |||
Fair value movement | (198,769) | ||
Foreign exchange movements | 29,590 | ||
Exercise of warrants | |||
Warrants issued in the Transaction | |||
Fair value movement | |||
Ending balance | 82,108 | ||
Issuances | £ 251,287 |
Financial Instruments (Detail_9
Financial Instruments (Details) - Schedule of Profit Before Tax Is Affected Through the Impact on Floating Rate Borrowings - GBP (£) £ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Loans and borrowings [Member] | ||
Financial Instruments (Details) - Schedule of Profit Before Tax Is Affected Through the Impact on Floating Rate Borrowings [Line Items] | ||
Increase/decrease in basis points | +100 | |
Effect on profit before tax 2022 | £ (2,350) | |
Effect on profit before tax 20201 | £ (1,393) | |
Loans and borrowings One [Member] | ||
Financial Instruments (Details) - Schedule of Profit Before Tax Is Affected Through the Impact on Floating Rate Borrowings [Line Items] | ||
Increase/decrease in basis points | -100 | |
Effect on profit before tax 2022 | £ 1,754 | |
Effect on profit before tax 20201 | £ 95 |
Financial Instruments (Detai_10
Financial Instruments (Details) - Schedule of Exposure to Foreign Currency Changes for All Other Currencies is Not Material - GBP (£) £ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Financial Instruments (Details) - Schedule of Exposure to Foreign Currency Changes for All Other Currencies is Not Material [Line Items] | ||
Increase/decrease in EUR rate | 5% | 5% |
Effect on profit before tax | £ 8,613 | £ 1,336 |
Effect on pre-tax equity | £ 6,516 | £ 1,170 |
2022 [member] | ||
Financial Instruments (Details) - Schedule of Exposure to Foreign Currency Changes for All Other Currencies is Not Material [Line Items] | ||
Increase/decrease in EUR rate | 5% | |
Effect on profit before tax | £ (8,613) | |
Effect on pre-tax equity | £ (6,516) | |
2021 [member] | ||
Financial Instruments (Details) - Schedule of Exposure to Foreign Currency Changes for All Other Currencies is Not Material [Line Items] | ||
Increase/decrease in EUR rate | 5% | |
Effect on profit before tax | £ (1,336) | |
Effect on pre-tax equity | £ (1,170) |
Financial Instruments (Detai_11
Financial Instruments (Details) - Schedule of Financial Liabilities Based Upon Contractual Undiscounted Payments - GBP (£) £ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Financial Instruments (Details) - Schedule of Financial Liabilities Based Upon Contractual Undiscounted Payments [Line Items] | ||
Convertible Notes | £ 564,777 | |
Stocking loans | 164,478 | £ 177,979 |
Subscription facilities | 15,354 | 77,952 |
Secured asset financing | 6,135 | |
Bank loans | 30 | 1,610 |
Mortgages | 2,253 | |
Lease liabilities | 153,171 | 100,215 |
Trade payables | 68,201 | 29,224 |
Total | 972,146 | 389,233 |
Less than one year [Member] | ||
Financial Instruments (Details) - Schedule of Financial Liabilities Based Upon Contractual Undiscounted Payments [Line Items] | ||
Convertible Notes | 10,411 | |
Stocking loans | 164,478 | 169,170 |
Subscription facilities | 15,354 | 12,155 |
Secured asset financing | 1,727 | |
Bank loans | 30 | 741 |
Mortgages | 600 | |
Lease liabilities | 24,203 | 18,917 |
Trade payables | 68,201 | 29,224 |
Total | 284,404 | 230,807 |
1 to 5 years [Member] | ||
Financial Instruments (Details) - Schedule of Financial Liabilities Based Upon Contractual Undiscounted Payments [Line Items] | ||
Convertible Notes | 554,366 | |
Stocking loans | 8,809 | |
Subscription facilities | 65,797 | |
Secured asset financing | 4,408 | |
Bank loans | 869 | |
Mortgages | 1,653 | |
Lease liabilities | 56,324 | 46,772 |
Trade payables | ||
Total | 615,098 | 123,900 |
Over 5 years [Member] | ||
Financial Instruments (Details) - Schedule of Financial Liabilities Based Upon Contractual Undiscounted Payments [Line Items] | ||
Convertible Notes | ||
Stocking loans | ||
Subscription facilities | ||
Secured asset financing | ||
Bank loans | ||
Mortgages | ||
Lease liabilities | 72,644 | 34,526 |
Trade payables | ||
Total | £ 72,644 | £ 34,526 |
Financial Instruments (Detai_12
Financial Instruments (Details) - Schedule of Changes in Liabilities Arising from Financial Activities - GBP (£) £ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Financial Instruments (Details) - Schedule of Changes in Liabilities Arising from Financial Activities [Line Items] | ||
Beginning balance | £ 381,745 | £ 138,251 |
New leases | 51,757 | 26,228 |
Sale and leasebacks | 5,466 | |
Transfers | (3,529) | |
Acquisition of subsidiaries | 16,469 | 64,264 |
Disposal of subsidiaries | (20,609) | |
Issue of debt | 1,770,012 | 773,038 |
Repayment | (1,372,045) | (654,531) |
Terminations | (2,307) | (2,969) |
Net accrued interest | 38,670 | 1,338 |
Warrants issued and exercised | 62,695 | |
Fair value movement | (245,867) | (26,569) |
Foreign exchange movements | 59,515 | |
Liabilities held for sale | (30,065) | |
Ending balance | 649,212 | 381,745 |
Stocking loans [Member] | ||
Financial Instruments (Details) - Schedule of Changes in Liabilities Arising from Financial Activities [Line Items] | ||
Beginning balance | 177,979 | 86,709 |
New leases | ||
Sale and leasebacks | ||
Transfers | ||
Acquisition of subsidiaries | ||
Disposal of subsidiaries | ||
Issue of debt | 1,202,039 | 665,325 |
Repayment | (1,218,426) | (574,055) |
Terminations | ||
Net accrued interest | ||
Warrants issued and exercised | ||
Fair value movement | ||
Foreign exchange movements | ||
Liabilities held for sale | ||
Ending balance | 161,592 | 177,979 |
Subscription facilities [Member] | ||
Financial Instruments (Details) - Schedule of Changes in Liabilities Arising from Financial Activities [Line Items] | ||
Beginning balance | 67,175 | |
New leases | ||
Sale and leasebacks | ||
Transfers | ||
Acquisition of subsidiaries | 10,193 | 19,878 |
Disposal of subsidiaries | (14,731) | |
Issue of debt | 101,967 | 107,683 |
Repayment | (120,559) | (60,386) |
Terminations | ||
Net accrued interest | ||
Warrants issued and exercised | ||
Fair value movement | ||
Foreign exchange movements | ||
Liabilities held for sale | (29,062) | |
Ending balance | 14,983 | 67,175 |
Secured asset financing [Member] | ||
Financial Instruments (Details) - Schedule of Changes in Liabilities Arising from Financial Activities [Line Items] | ||
Beginning balance | ||
New leases | ||
Sale and leasebacks | ||
Transfers | ||
Acquisition of subsidiaries | ||
Disposal of subsidiaries | ||
Issue of debt | 5,971 | |
Repayment | (379) | |
Terminations | ||
Net accrued interest | ||
Warrants issued and exercised | ||
Fair value movement | ||
Foreign exchange movements | ||
Liabilities held for sale | ||
Ending balance | 5,592 | |
Bank loans [Member] | ||
Financial Instruments (Details) - Schedule of Changes in Liabilities Arising from Financial Activities [Line Items] | ||
Beginning balance | 1,450 | |
New leases | ||
Sale and leasebacks | ||
Transfers | ||
Acquisition of subsidiaries | 1,468 | |
Disposal of subsidiaries | ||
Issue of debt | 3 | 30 |
Repayment | (1,423) | (48) |
Terminations | ||
Net accrued interest | ||
Warrants issued and exercised | ||
Fair value movement | ||
Foreign exchange movements | ||
Liabilities held for sale | ||
Ending balance | 30 | 1,450 |
Mortgages [member] | ||
Financial Instruments (Details) - Schedule of Changes in Liabilities Arising from Financial Activities [Line Items] | ||
Beginning balance | 2,049 | 3,494 |
New leases | ||
Sale and leasebacks | ||
Transfers | ||
Acquisition of subsidiaries | ||
Disposal of subsidiaries | ||
Issue of debt | 11 | |
Repayment | (2,060) | (1,445) |
Terminations | ||
Net accrued interest | ||
Warrants issued and exercised | ||
Fair value movement | ||
Foreign exchange movements | ||
Liabilities held for sale | ||
Ending balance | 2,049 | |
Lease liabilities [Member] | ||
Financial Instruments (Details) - Schedule of Changes in Liabilities Arising from Financial Activities [Line Items] | ||
Beginning balance | 90,400 | 48,048 |
New leases | 51,757 | 26,228 |
Sale and leasebacks | 5,466 | |
Transfers | (3,529) | |
Acquisition of subsidiaries | 6,276 | 36,352 |
Disposal of subsidiaries | (5,878) | |
Issue of debt | ||
Repayment | (29,198) | (18,597) |
Terminations | (2,307) | (2,969) |
Net accrued interest | 5,245 | 1,338 |
Warrants issued and exercised | ||
Fair value movement | ||
Foreign exchange movements | 231 | |
Liabilities held for sale | (1,003) | |
Ending balance | 117,460 | 90,400 |
Convertible Notes and embedded derivative [Member] | ||
Financial Instruments (Details) - Schedule of Changes in Liabilities Arising from Financial Activities [Line Items] | ||
Beginning balance | ||
New leases | ||
Sale and leasebacks | ||
Transfers | ||
Acquisition of subsidiaries | ||
Disposal of subsidiaries | ||
Issue of debt | 460,021 | |
Repayment | ||
Terminations | ||
Net accrued interest | 33,425 | |
Warrants issued and exercised | ||
Fair value movement | (198,769) | |
Foreign exchange movements | 54,363 | |
Liabilities held for sale | ||
Ending balance | 349,040 | |
Warrants [member] | ||
Financial Instruments (Details) - Schedule of Changes in Liabilities Arising from Financial Activities [Line Items] | ||
Beginning balance | 42,692 | |
New leases | ||
Sale and leasebacks | ||
Transfers | ||
Acquisition of subsidiaries | 6,566 | |
Disposal of subsidiaries | ||
Issue of debt | ||
Repayment | ||
Terminations | ||
Net accrued interest | ||
Warrants issued and exercised | 62,695 | |
Fair value movement | (47,098) | (26,569) |
Foreign exchange movements | 4,921 | |
Liabilities held for sale | ||
Ending balance | £ 515 | £ 42,692 |
Financial Instruments (Detai_13
Financial Instruments (Details) - Schedule of Stocking Loans are Used Specifically by the Group to Finance the Purchase of Inventory - GBP (£) £ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule Of Stocking Loans Are Used Specifically By The Group To Finance The Purchase Of Inventory Abstract | ||
Inventory | £ 232,565 | £ 364,585 |
Stocking loans | (161,592) | (177,979) |
Net inventory | 70,973 | 186,606 |
Cash and cash equivalents | £ 258,321 | £ 192,629 |
Group Information (Details) - S
Group Information (Details) - Schedule of Consolidated Financial Statements | 12 Months Ended |
Dec. 31, 2022 | |
Cazoo Holdings Limited [Member] | |
Group Information (Details) - Schedule of Consolidated Financial Statements [Line Items] | |
Country of incorporation | United Kingdom |
Principal activities | Activities of other holding companies |
Equity interest | 100% |
Cazoo Limited [Member] | |
Group Information (Details) - Schedule of Consolidated Financial Statements [Line Items] | |
Country of incorporation | United Kingdom |
Principal activities | Sale of motor vehicles |
Equity interest | 100% |
Cazoo Properties Limited [Member] | |
Group Information (Details) - Schedule of Consolidated Financial Statements [Line Items] | |
Country of incorporation | United Kingdom |
Principal activities | Activities of other holding companies |
Equity interest | 100% |
Imperial Car Supermarkets Limited [Member] | |
Group Information (Details) - Schedule of Consolidated Financial Statements [Line Items] | |
Country of incorporation | United Kingdom |
Principal activities | Sale of motor vehicles |
Equity interest | 100% |
Imperial Cars of Swanwick Limited [Member] | |
Group Information (Details) - Schedule of Consolidated Financial Statements [Line Items] | |
Country of incorporation | United Kingdom |
Principal activities | Sale of motor vehicles |
Equity interest | 100% |
Carsaz Limited [Member] | |
Group Information (Details) - Schedule of Consolidated Financial Statements [Line Items] | |
Country of incorporation | United Kingdom |
Principal activities | Sale of motor vehicles |
Equity interest | 100% |
Cazoo Subscription Services Limited [Member] | |
Group Information (Details) - Schedule of Consolidated Financial Statements [Line Items] | |
Country of incorporation | United Kingdom |
Principal activities | Renting and leasing of motor vehicles |
Equity interest | 100% |
Fantastic Cars Limited [Member] | |
Group Information (Details) - Schedule of Consolidated Financial Statements [Line Items] | |
Country of incorporation | United Kingdom |
Principal activities | Renting and leasing of motor vehicles |
Equity interest | 100% |
Cazoo Wholesale Services Limited [Member] | |
Group Information (Details) - Schedule of Consolidated Financial Statements [Line Items] | |
Country of incorporation | United Kingdom |
Principal activities | Maintenance and repair of motor vehicles |
Equity interest | 100% |
Cazoo Data Services Limited [Member] | |
Group Information (Details) - Schedule of Consolidated Financial Statements [Line Items] | |
Country of incorporation | United Kingdom |
Principal activities | Other business support service activities not elsewhere classified |
Equity interest | 100% |
Project Chicago Newco Limited [Member] | |
Group Information (Details) - Schedule of Consolidated Financial Statements [Line Items] | |
Country of incorporation | United Kingdom |
Principal activities | Non-trading company |
Equity interest | 100% |
Arctos Holdings Limited [Member] | |
Group Information (Details) - Schedule of Consolidated Financial Statements [Line Items] | |
Country of incorporation | United Kingdom |
Principal activities | Activities of other holding companies |
Equity interest | 100% |
Moorgate House (Newco) Limited [Member] | |
Group Information (Details) - Schedule of Consolidated Financial Statements [Line Items] | |
Country of incorporation | United Kingdom |
Principal activities | Dormant company |
Equity interest | 100% |
GBJ Developments Limited [Member] | |
Group Information (Details) - Schedule of Consolidated Financial Statements [Line Items] | |
Country of incorporation | United Kingdom |
Principal activities | Non-trading company |
Equity interest | 100% |
CD Auction Group Limited [Member] | |
Group Information (Details) - Schedule of Consolidated Financial Statements [Line Items] | |
Country of incorporation | United Kingdom |
Principal activities | Sale of motor vehicles |
Equity interest | 100% |
Cazoo Support Services Limited [Member] | |
Group Information (Details) - Schedule of Consolidated Financial Statements [Line Items] | |
Country of incorporation | United Kingdom |
Principal activities | Maintenance and repair of motor vehicles |
Equity interest | 100% |
Ensco 1109 Limited [Member] | |
Group Information (Details) - Schedule of Consolidated Financial Statements [Line Items] | |
Country of incorporation | United Kingdom |
Principal activities | Activities of other holding companies |
Equity interest | 100% |
SMH Fleet Solutions Limited [Member] | |
Group Information (Details) - Schedule of Consolidated Financial Statements [Line Items] | |
Country of incorporation | United Kingdom |
Principal activities | Maintenance and repair of motor vehicles |
Equity interest | 100% |
Vans 365 Limited [Member] | |
Group Information (Details) - Schedule of Consolidated Financial Statements [Line Items] | |
Country of incorporation | United Kingdom |
Principal activities | Sale of vans |
Equity interest | 100% |
CZO Data Services, Unipessoal, Lda [Member] | |
Group Information (Details) - Schedule of Consolidated Financial Statements [Line Items] | |
Country of incorporation | Portugal |
Principal activities | Other business support service activities not elsewhere classified |
Equity interest | 100% |
CSS Mobility France SaS [Member] | |
Group Information (Details) - Schedule of Consolidated Financial Statements [Line Items] | |
Country of incorporation | France |
Principal activities | Renting and leasing of motor vehicles |
Equity interest | 100% |
Cazoo Trading France SaS [Member] | |
Group Information (Details) - Schedule of Consolidated Financial Statements [Line Items] | |
Country of incorporation | France |
Principal activities | Sale of motor vehicles |
Equity interest | 100% |
Cazoo Properties France SaS [Member] | |
Group Information (Details) - Schedule of Consolidated Financial Statements [Line Items] | |
Country of incorporation | France |
Principal activities | Activities of other holding companies |
Equity interest | 100% |
Cluno GmbH [Member] | |
Group Information (Details) - Schedule of Consolidated Financial Statements [Line Items] | |
Country of incorporation | Germany |
Principal activities | Renting and leasing of motor vehicles |
Equity interest | 100% |
Cluno Fintech 1 GmbH [Member] | |
Group Information (Details) - Schedule of Consolidated Financial Statements [Line Items] | |
Country of incorporation | Germany |
Principal activities | Acquisition, leasing and financing of motor vehicles |
Equity interest | 100% |
Cluno Fintech 2 GmbH [Member] | |
Group Information (Details) - Schedule of Consolidated Financial Statements [Line Items] | |
Country of incorporation | Germany |
Principal activities | Acquisition, leasing and financing of motor vehicles |
Equity interest | 100% |
CSS Fintech GmbH [Member] | |
Group Information (Details) - Schedule of Consolidated Financial Statements [Line Items] | |
Country of incorporation | Germany |
Principal activities | Acquisition, leasing and financing of motor vehicles |
Equity interest | 100% |
Cazoo Trading Germany GmbH [Member] | |
Group Information (Details) - Schedule of Consolidated Financial Statements [Line Items] | |
Country of incorporation | Germany |
Principal activities | Sale and rental of motor vehicles and related intermediation activities |
Equity interest | 100% |
Cazoo Properties Germany GmbH [Member] | |
Group Information (Details) - Schedule of Consolidated Financial Statements [Line Items] | |
Country of incorporation | Germany |
Principal activities | Activities of other holding companies |
Equity interest | 100% |
CSS Germany GmbH & Co. KG [Member] | |
Group Information (Details) - Schedule of Consolidated Financial Statements [Line Items] | |
Country of incorporation | Germany |
Principal activities | Rental of motor vehicles and related intermediation activities |
Equity interest | 100% |
Cazoo Trading Spain, S.L [Member] | |
Group Information (Details) - Schedule of Consolidated Financial Statements [Line Items] | |
Country of incorporation | Spain |
Principal activities | Sale of motor vehicles |
Equity interest | 100% |
Cazoo Properties Spain, S.L [Member] | |
Group Information (Details) - Schedule of Consolidated Financial Statements [Line Items] | |
Country of incorporation | Spain |
Principal activities | Activities of other holding companies |
Equity interest | 100% |
Cazoo Trading Italy SARL [Member] | |
Group Information (Details) - Schedule of Consolidated Financial Statements [Line Items] | |
Country of incorporation | Italy |
Principal activities | Sale of motor vehicles |
Equity interest | 100% |
Share-Based Payments (Details)
Share-Based Payments (Details) | Dec. 31, 2022 |
Share Based Payments [Abstract] | |
Options vest in instalments | 4 years |
Options vest in instalments expiry years | 10 years |
Share-Based Payments (Details)
Share-Based Payments (Details) - Schedule of Recognized a Share Based Charge - GBP (£) £ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of Recognized a Share Based Charge [Abstract] | |||
Incentive Equity Plan | £ 44,312 | £ 13,599 | |
SAYE | 184 | ||
EMI prior to the Transaction | 73 | 182 | |
Unapproved prior to the Transaction | 29,096 | 3,577 | |
Modification at the Transaction | 1,103 | ||
Total | £ 44,496 | £ 43,871 | £ 3,759 |
Share-Based Payments (Details_2
Share-Based Payments (Details) - Schedule of Options Were Granted - shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Payments (Details) - Schedule of Options Were Granted [Line Items] | ||
Number | 10,508,991 | 26,407,764 |
Incentive Equity Plan [Member] | ||
Share-Based Payments (Details) - Schedule of Options Were Granted [Line Items] | ||
Number | 2,295,099 | |
Grant date | 01/01/2022 | |
Expiry date | 01/01/2032 | |
Incentive Equity Plan One [Member] | ||
Share-Based Payments (Details) - Schedule of Options Were Granted [Line Items] | ||
Number | 1,269,100 | |
Grant date | 01/04/2022 | |
Expiry date | 01/04/2032 | |
Incentive Equity Plan Two [Member] | ||
Share-Based Payments (Details) - Schedule of Options Were Granted [Line Items] | ||
Number | 1,087,250 | |
Grant date | 01/07/2022 | |
Expiry date | 01/07/2032 | |
Incentive Equity Plan Three [Member] | ||
Share-Based Payments (Details) - Schedule of Options Were Granted [Line Items] | ||
Number | 427,300 | |
Grant date | 01/10/2022 | |
Expiry date | 01/10/2032 | |
Incentive Equity Plan – Directors [Member] | ||
Share-Based Payments (Details) - Schedule of Options Were Granted [Line Items] | ||
Number | 3,933,339 | |
Grant date | 01/10/2022 | |
Expiry date | 01/10/2032 | |
SAYE [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 | |
Unapproved prior to the Transaction [Member] | ||
Share-Based Payments (Details) - Schedule of Options Were Granted [Line Items] | ||
Number | 469,000 | |
Grant date | 01/01/2021 | |
Expiry date | 01/01/2031 | |
Unapproved prior to the Transaction One [Member] | ||
Share-Based Payments (Details) - Schedule of Options Were Granted [Line Items] | ||
Number | 2,023,516 | |
Grant date | 01/04/2021 | |
Expiry date | 01/04/2031 | |
Incentive Equity Plan [Member] | ||
Share-Based Payments (Details) - Schedule of Options Were Granted [Line Items] | ||
Number | 23,915,248 | |
Grant date | 01/10/2021 | |
Expiry date | 01/10/2031 |
Share-Based Payments (Details_3
Share-Based Payments (Details) - Schedule of Reconciles the Share Options Outstanding - shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | ||
Schedule Of Reconciles The Share Options Outstanding Abstract | |||
Beginning balance, EMI Number of options | 4,683,683 | ||
Beginning balance, Unapproved Number of options | 8,121,393 | ||
Beginning balance, Incentive Equity Plan | |||
Beginning balance SAYE Number of options | |||
EMI Number of options, Granted prior to the Transaction | |||
Unapproved Number of options, Granted prior to the Transaction | 2,492,516 | ||
Incentive Equity Plan Number of options, Granted prior to the Transaction | 9,012,088 | ||
SAYE Number of options, Granted prior to the Transaction | 1,496,903 | ||
EMI Number of options, Exercised during the year | |||
Unapproved Number of options, Exercised during the year | |||
Incentive Equity Plan, Exercised during the year | (9,513,868) | ||
SAYE Number of options, Exercised during the year | |||
EMI Number of options, Forfeited prior to the Transaction | (66,413) | ||
Unapproved Number of options, Forfeited prior to the Transaction | (579,713) | ||
Incentive Equity Plan Number of options, Forfeited prior to the Transaction | (10,732,364) | ||
SAYE Number of options, Forfeited prior to the Transaction | (884,823) | ||
EMI Number of options, Cash settled at the Transaction | (34,690) | ||
Unapproved Number of options, Cash settled at the Transaction | (44,114) | ||
Incentive Equity Plan Number of options, Cash settled at the Transaction | |||
SAYE Number of options, Cash settled at the Transaction | |||
EMI Number of options, Replacements at the Transaction | (4,582,580) | [1] | |
Unapproved Number of options, Replacements at the Transaction | (9,990,082) | [1] | |
Incentive Equity Plan Number of options, Replacements at the Transaction | (599,238) | 50,347,491 | [1] |
SAYE Number of options, Replacements at the Transaction1 | [1] | ||
EMI Number of options, Granted after the Transaction | |||
Unapproved Number of options, Granted after the Transaction | |||
Incentive Equity Plan Number of options Granted after the Transaction | 23,915,248 | ||
SAYE Number of options, Granted after the Transaction | |||
Ending balance, EMI Number of options | |||
Ending balance, Unapproved Number of options | |||
Ending balance, Incentive Equity Plan Number of options | 62,429,357 | 74,262,739 | |
Ending balance, SAYE Number of options | 612,080 | ||
[1] The replacement options granted at the Transaction reflect the exchange ratio established in the Business Combination Agreement. Refer to Note 1 for further details. |
Share-Based Payments (Details_4
Share-Based Payments (Details) - Schedule of the Determination of Fair Value of Options Granted - £ / shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | ||
Incentive Equity Plan [Member] | |||
Share-Based Payments (Details) - Schedule of the Determination of Fair Value of Options Granted [Line Items] | |||
Valuation method | [1] | ||
Exercise price (in Pounds per share) | |||
Expected volatility | |||
Dividend yield | |||
Risk free interest rate | |||
Fair value per share (in Pounds per share) | £ 5.33 | ||
Incentive Equity Plan [Member] | Minimum [Member] | |||
Share-Based Payments (Details) - Schedule of the Determination of Fair Value of Options Granted [Line Items] | |||
Fair value per share (in Pounds per share) | £ 0.4 | ||
Incentive Equity Plan [Member] | Maximum [Member] | |||
Share-Based Payments (Details) - Schedule of the Determination of Fair Value of Options Granted [Line Items] | |||
Fair value per share (in Pounds per share) | £ 4.46 | ||
Incentive Equity Plan – Executive Directors [Member] | |||
Share-Based Payments (Details) - Schedule of the Determination of Fair Value of Options Granted [Line Items] | |||
Valuation method | Monte-Carlo | Monte-Carlo | |
Exercise price (in Pounds per share) | |||
Expected volatility | 98% | 53% | |
Dividend yield | |||
Risk free interest rate | 4.20% | 1.20% | |
Fair value per share (in Pounds per share) | £ 0.31 | £ 2.93 | |
SAYE [Member] | |||
Share-Based Payments (Details) - Schedule of the Determination of Fair Value of Options Granted [Line Items] | |||
Valuation method | Black-Scholes | ||
Exercise price (in Pounds per share) | £ 3.6 | ||
Expected volatility | 53% | ||
Dividend yield | |||
Risk free interest rate | 1.20% | ||
Fair value per share (in Pounds per share) | £ 0.98 | ||
Unapproved [Member] | |||
Share-Based Payments (Details) - Schedule of the Determination of Fair Value of Options Granted [Line Items] | |||
Valuation method | Monte-Carlo | ||
Expected volatility | 50% | ||
Dividend yield | |||
Risk free interest rate | 0% | ||
Unapproved [Member] | Minimum [Member] | |||
Share-Based Payments (Details) - Schedule of the Determination of Fair Value of Options Granted [Line Items] | |||
Fair value per share (in Pounds per share) | £ 8.27 | ||
Unapproved [Member] | Maximum [Member] | |||
Share-Based Payments (Details) - Schedule of the Determination of Fair Value of Options Granted [Line Items] | |||
Fair value per share (in Pounds per share) | £ 23.74 | ||
[1] Considering that the Incentive Equity Plan awards vest over time without any further restrictions, the fair value is equal to the Company’s closing stock price as of the grant date. |
Cash and Cash Equivalents (Deta
Cash and Cash Equivalents (Details) - Schedule of Cash and Cash Equivalents - GBP (£) £ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule of Cash and Cash Equivalents [Abstract] | |||
Cash at bank available on demand | £ 171,812 | £ 179,817 | £ 181,818 |
Cash held in short-term deposit accounts | 22,766 | 66,062 | 10,811 |
Cash and cash equivalents in the statement of financial position | 245,879 | 192,629 | |
Cash at bank and short-term deposits within assets held for sale | 12,442 | ||
Cash and cash equivalents in the statement of cash flows | £ 194,578 | £ 258,321 | £ 192,629 |
Events After the Reporting Da_2
Events After the Reporting Date (Details) $ / shares in Units, £ in Millions | 1 Months Ended | ||||
Feb. 07, 2023 USD ($) $ / shares shares | Feb. 17, 2023 | Jan. 18, 2023 shares | Aug. 10, 2023 GBP (£) | Jul. 31, 2023 GBP (£) | |
Events After the Reporting Date (Details) [Line Items] | |||||
Par value (in Dollars per share) | $ / shares | $ 0.0001 | ||||
Authorized share capital | 435,500 | ||||
Shareholders voting percentage | 95% | ||||
Exercise price of each warrant (in Dollars per share) | $ / shares | $ 230 | ||||
Principal amount of Convertible (in Dollars) | $ | $ 1,000 | ||||
Voting rights percentage | 100% | ||||
Non adjusting Events Member [Member] | |||||
Events After the Reporting Date (Details) [Line Items] | |||||
Proceeds excluding value added tax amount (in Pounds) | £ | £ 7.8 | ||||
Bottom of range [member] | |||||
Events After the Reporting Date (Details) [Line Items] | |||||
Retail units | 40,000 | ||||
Bottom of range [member] | Non adjusting Events Member [Member] | |||||
Events After the Reporting Date (Details) [Line Items] | |||||
Stocking facilities amount (in Pounds) | £ | £ 130 | ||||
Top of range [member] | |||||
Events After the Reporting Date (Details) [Line Items] | |||||
Retail units | 50,000 | ||||
Top of range [member] | Non adjusting Events Member [Member] | |||||
Events After the Reporting Date (Details) [Line Items] | |||||
Stocking facilities amount (in Pounds) | £ | £ 180 | ||||
Issuance of convertible senior notes [Member] | |||||
Events After the Reporting Date (Details) [Line Items] | |||||
Convertible notes | 200 | ||||
Preference shares [member] | |||||
Events After the Reporting Date (Details) [Line Items] | |||||
Par value (in Dollars per share) | $ / shares | $ 0.002 | ||||
Preference shares | 250,000 | ||||
Class A Ordinary Shares [Member] | |||||
Events After the Reporting Date (Details) [Line Items] | |||||
Par value (in Dollars per share) | $ / shares | $ 0.002 | ||||
Authorized share capital | 165,000,000 | ||||
Class B Ordinary Shares [Member] | |||||
Events After the Reporting Date (Details) [Line Items] | |||||
Par value (in Dollars per share) | $ / shares | $ 0.002 | ||||
Authorized share capital | 2,500,000 | ||||
Class C Ordinary Shares [Member] | |||||
Events After the Reporting Date (Details) [Line Items] | |||||
Par value (in Dollars per share) | $ / shares | $ 0.002 | ||||
Authorized share capital | 50,000,000 | ||||
Convertible Notes [Member] | |||||
Events After the Reporting Date (Details) [Line Items] | |||||
Principal amount (in Dollars) | $ | $ 1,000 |
Related Party Transactions (Det
Related Party Transactions (Details) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 GBP (£) | Dec. 31, 2020 GBP (£) |
Related Party Transactions [Abstract] | |||
Related party transaction |
Related Party Transactions (D_2
Related Party Transactions (Details) - Schedule of Amounts Recognized as an Expense During the Year Related to Key Management Personnel - GBP (£) £ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of Amounts Recognized as an Expense During the Year Related to Key Management Personnel [Abstract] | |||
Short-term employee benefits | £ 1,484 | £ 826 | £ 631 |
Post-employment pension benefits | 114 | 50 | 23 |
Share-based payment transactions | 23,104 | 14,926 | |
Total compensation paid to key management personnel | £ 24,702 | £ 15,802 | £ 654 |
Revenue (Details) - Schedule _3
Revenue (Details) - Schedule of Material Revenue Recognised - GBP (£) £ in Thousands | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | ||
Type of goods or services | ||||||
Type of goods | £ 418,562 | £ 583,220 | ||||
Timing of revenue recognition | ||||||
Recognition of revenue | 418,562 | 583,220 | £ 1,248,591 | £ 655,423 | £ 162,208 | |
Goods and services transferred at a point in time [Member] | ||||||
Timing of revenue recognition | ||||||
Recognition of revenue | 413,561 | 575,225 | 1,231,204 | 645,952 | 162,208 | |
Goods and services transferred over time [Member] | ||||||
Timing of revenue recognition | ||||||
Recognition of revenue | 5,001 | 7,995 | £ 17,387 | £ 9,471 | ||
Retail [Member] | ||||||
Type of goods or services | ||||||
Type of goods | [1] | 376,386 | 497,790 | |||
Wholesale [Member] | ||||||
Type of goods or services | ||||||
Type of goods | 35,984 | 68,888 | ||||
Other sales [Member] | ||||||
Type of goods or services | ||||||
Type of goods | [1] | £ 6,192 | £ 16,542 | |||
[1] Retail includes the aggregate retail sales price and ancillary products (including financing commission, warranty commission, paint protection and any add-ons), together with delivery charges and admin fees, from all vehicles sold through the Group’s retail channel in the year. Ancillary revenues were previously presented in “Other sales”. The comparatives for the six months ended June 30, 2022 have been restated for consistency (ancillary revenues were £17.5 million for the six months ended June 30, 2022). |
Revenue (Details) - Schedule _4
Revenue (Details) - Schedule of Revenue Expected to be Recognised in the Future Related to Performance Obligations - GBP (£) £ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Schedule Of Revenue Expected To Be Recognised In The Future Related To Performance Obligations Abstract | ||
Undelivered vehicles and service plans | £ 18,853 | £ 19,374 |
Other Income and Expenses (De_2
Other Income and Expenses (Details) - Schedule of Other Income and Expenses - GBP (£) £ in Thousands | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule Of Other Income And Expenses Abstract | |||||
Fair value movement in the Convertible Notes and embedded derivative | £ (226) | £ 168,085 | |||
Fair value movement in the warrants | 478 | 41,840 | |||
Foreign exchange movements | 14,126 | (51,952) | |||
Total | £ 14,378 | £ 157,973 | £ 194,236 | £ (214,140) |
Segment Information (Details)_2
Segment Information (Details) - Schedule of Non-Current Assets - GBP (£) £ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Non-current assets | |||
Total non-current assets | £ 172,577 | £ 264,396 | £ 544,691 |
UK [Member] | |||
Non-current assets | |||
Total non-current assets | 172,531 | 262,541 | |
EU [Member] | |||
Non-current assets | |||
Total non-current assets | £ 46 | £ 1,855 |
Discontinued Operations and D_7
Discontinued Operations and Disposals (Details) - Schedule of Discontinued Operations - GBP (£) £ / shares in Units, £ in Thousands | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Schedule of Discontinued Operations [Abstract] | ||
Revenue | £ 8,925 | £ 44,648 |
Expenses | (771) | (86,532) |
Profit/(Loss) from operations | 8,154 | (41,884) |
Finance expense | (306) | (2,441) |
Loss on sale of discontinued operations | (6,977) | |
Profit/(Loss) before tax from discontinued operations | 871 | (44,325) |
Tax credit | 3,546 | |
Profit/(Loss) for the year from discontinued operations | £ 871 | £ (40,779) |
Earnings per share: | ||
Basic loss per ordinary share from discontinued operations (in Pounds per share) | £ 0.02 | £ (1.07) |
Diluted loss per ordinary share from discontinued operations (in Pounds per share) | £ 0.02 | £ (1.07) |
Net cash flows from/(used in) discontinued operations: | ||
Operating | £ (4,038) | £ (60,524) |
Investing | 18,536 | (63,919) |
Financing | (7,780) | 13,600 |
Net cash inflow/(outflow) | £ 6,718 | £ (110,843) |
Discontinued Operations and D_8
Discontinued Operations and Disposals (Details) - Schedule of Effect of Disposal on the Financial Position of the Group - Cluno GmbH [Member] £ in Thousands | 12 Months Ended |
Jun. 30, 2023 GBP (£) | |
Schedule of Disposal on the Financial Position of the Group of Assets and Liabilities Held for Sale [Abstract] | |
Assets held for sale | £ 52,971 |
Liabilities associated with assets held for sale | (24,760) |
Net assets and liabilities disposed of | 28,211 |
Consideration received, satisfied in cash | 21,234 |
Cash and cash equivalents disposed of | (2,680) |
Net cash inflow | £ 18,554 |
Taxation (Details) - Schedule_5
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, 2023 | Jun. 30, 2022 | |
Schedule Of Income Tax Expense In The Interim Condensed Consolidated Statement Of Profit Or Loss Abstract | ||
Current income tax expense | ||
Deferred income tax credit relating to origination and reversal of temporary differences | 6,319 | |
Income tax credit recognized in statement of profit or loss | £ 6,319 |
Right-of-use assets and lease_2
Right-of-use assets and lease liabilities (Details) - GBP (£) £ in Thousands | 6 Months Ended | ||||
Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Right of use assets and lease liabilities [Abstract] | |||||
Decreased in right of use asset | £ 23,000 | ||||
Right of use assets | 95,800 | £ 118,800 | |||
Disposals of right-of-use assets | 14,800 | ||||
Termination of lease liabilities | 16,500 | £ 117,460 | £ 90,400 | £ 48,048 | |
Loss on lease terminations | 800 | ||||
Right-of-use asset depreciation | £ 8,000 | £ 11,500 |
Loans and Borrowings (Details_2
Loans and Borrowings (Details) - Schedule of Loans and Borrowings - GBP (£) £ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Current | |||
Total current | £ 84,137 | £ 178,084 | |
Non-current | |||
Total loans and borrowings | 86,475 | 182,197 | |
Current [member] | |||
Current | |||
Stocking loans | 82,350 | 161,592 | |
Subscription facilities | 763 | 14,983 | |
Secured asset financing | 1,024 | 1,479 | |
Bank loans | 30 | ||
Total current | 178,084 | £ 180,540 | |
Non-current [Member] | |||
Non-current | |||
Secured asset financing | 2,338 | 4,113 | |
Total non-current | £ 2,338 | £ 4,113 |
Financial Instruments (Detail
Financial Instruments (Details) - Schedule of Financial Assets, Other than Cash and Short-Term Deposits - GBP (£) £ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Financial assets at amortized cost | |||
Trade receivables | £ 18,888 | £ 24,475 | |
Contract assets | 263 | 248 | |
Lease deposits | 4,356 | 5,664 | |
Total | 23,507 | 30,387 | £ 23,371 |
Current | 19,151 | 24,723 | 18,247 |
Non-current | £ 4,356 | £ 5,664 | £ 5,124 |
Financial Instruments (Deta_2
Financial Instruments (Details) - Schedule of Interest-Bearing Loans and Borrowings - GBP (£) £ in Thousands | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Current | |||
Subscription facilities | £ 15,354 | £ 77,952 | |
Total Non-current | £ 353,563 | 358,608 | |
Total Current | £ 103,357 | £ 207,981 | |
Current [member] | |||
Current | |||
Convertible notes, Interest rate | 2% | 2% | |
Convertible notes, Maturity | Within one year | Within one year | |
Convertible notes | £ 1,248 | £ 1,301 | |
Stocking loans, Maturity | On earlier of sale or 180 days | On earlier of sale or 180 days | |
Stocking loans | £ 82,350 | £ 161,592 | |
Subscription facilities, Interest rate | 1.7% | ||
Subscription facilities, Maturity | Within one year | ||
Subscription facilities | £ 763 | £ 14,983 | |
Secured asset financing, Maturity | Within one year | Within one year | |
Secured asset financing | £ 1,024 | £ 1,479 | |
Bank loans, Maturity | Within one year | ||
Bank loans | 30 | ||
Lease liabilities, Maturity | Within one year | ||
Lease liabilities | £ 17,972 | £ 28,596 | |
Current [member] | Bottom of range [member] | |||
Current | |||
Stocking loans, Interest rate | 0.5% | ||
Secured asset financing, Interest rate | 3% | 3% | |
Lease liabilities, Interest rate | 1% | 1% | |
Current [member] | Top of range [member] | |||
Current | |||
Stocking loans, Interest rate | 2% | ||
Secured asset financing, Interest rate | 12% | 7% | |
Lease liabilities, Interest rate | 13% | 13% | |
Non-current [Member] | |||
Current | |||
Convertible notes, Interest rate | 2% | 2% | |
Convertible notes, Maturity | 2027 | 2027 | |
Convertible notes | £ 275,169 | £ 265,631 | |
Secured asset financing, Maturity | 2026 – 2027 | 2027 | |
Secured asset financing | £ 2,338 | £ 4,113 | |
Lease liabilities, Maturity | 2024 – 2042 | ||
Lease liabilities | £ 76,056 | £ 88,864 | |
Non-current [Member] | Bottom of range [member] | |||
Current | |||
Secured asset financing, Interest rate | 3% | 3% | |
Lease liabilities, Interest rate | 1% | 1% | |
Non-current [Member] | Top of range [member] | |||
Current | |||
Secured asset financing, Interest rate | 12% | 7% | |
Lease liabilities, Interest rate | 13% | 13% |
Financial Instruments (Deta_3
Financial Instruments (Details) - Schedule of Other Financial Liabilities - GBP (£) £ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Financial liabilities at fair value through profit or loss | |||
Other financial liabilities | £ 78,994 | £ 82,623 | |
Current | |||
Non-current | 78,994 | 82,623 | £ 42,692 |
Warrants [Member] | |||
Financial liabilities at fair value through profit or loss | |||
Other financial liabilities | 16 | 515 | |
Embedded derivative [Member] | |||
Financial liabilities at fair value through profit or loss | |||
Other financial liabilities | £ 78,978 | £ 82,108 |
Financial Instruments (Deta_4
Financial Instruments (Details) - Schedule of Fair Value Measurement Hierarchy - GBP (£) £ in Thousands | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Financial Instruments (Details) - Schedule of Fair Value Measurement Hierarchy [Line Items] | |||
Warrants | £ 16 | £ 555 | £ 42,692 |
Embedded derivative | 78,978 | 82,108 | |
Total | 78,994 | ||
Level 1 [Member] | |||
Financial Instruments (Details) - Schedule of Fair Value Measurement Hierarchy [Line Items] | |||
Warrants | 166 | 13,418 | |
Embedded derivative | |||
Total | |||
Level 2 [Member] | |||
Financial Instruments (Details) - Schedule of Fair Value Measurement Hierarchy [Line Items] | |||
Warrants | |||
Embedded derivative | |||
Total | |||
Level 3 [Member] | |||
Financial Instruments (Details) - Schedule of Fair Value Measurement Hierarchy [Line Items] | |||
Warrants | 16 | 349 | £ 29,274 |
Embedded derivative | 78,978 | £ 82,108 | |
Total | £ 78,994 |
Financial Instruments (Deta_5
Financial Instruments (Details) - Schedule of Relevant In the Determination of Fair Value of the Private Warrants | 6 Months Ended |
Jun. 30, 2023 | |
Private warrants [Member] | |
Financial Instruments (Details) - Schedule of Relevant In the Determination of Fair Value of the Private Warrants [Line Items] | |
Expected term (years) | 7 years |
Expected volatility | 81.10% |
Dividend yield | |
Risk free interest rate | 4.08% |
Embedded derivative [Member] | |
Financial Instruments (Details) - Schedule of Relevant In the Determination of Fair Value of the Private Warrants [Line Items] | |
Expected term (years) | 4 years |
Expected volatility | 79.60% |
Dividend yield | |
Risk free interest rate | 4.38% |
Financial Instruments (Deta_6
Financial Instruments (Details) - Schedule of Fair Value Movements - GBP (£) £ in Thousands | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Financial Instruments (Details) - Schedule of Fair Value Movements [Line Items] | |||
Beginning balance | £ 82,623 | £ 42,692 | |
Fair value movement | (252) | (245,866) | 102 |
Foreign exchange movements | (3,377) | ||
Ending balance | 78,994 | 82,623 | £ 42,692 |
Public warrants [Member] | |||
Financial Instruments (Details) - Schedule of Fair Value Movements [Line Items] | |||
Beginning balance | 515 | ||
Fair value movement | (478) | ||
Foreign exchange movements | (21) | ||
Ending balance | 16 | 515 | |
Embedded derivative [Member] | |||
Financial Instruments (Details) - Schedule of Fair Value Movements [Line Items] | |||
Beginning balance | 82,108 | ||
Fair value movement | 226 | ||
Foreign exchange movements | (3,356) | ||
Ending balance | £ 78,978 | £ 82,108 |
Provisions (Details) - Schedu_2
Provisions (Details) - Schedule of Provisions £ in Thousands | 6 Months Ended |
Jun. 30, 2023 GBP (£) | |
Provisions (Details) - Schedule of Provisions [Line Items] | |
Beginning balance | £ 35,290 |
Current | 9,436 |
Non-current | 5,736 |
Recognized during the period | 1,699 |
Utilized during the period | (9,330) |
Reversed during the period | (12,314) |
FX revaluation | (173) |
Ending balance | 15,172 |
Dilapidation [Member] | |
Provisions (Details) - Schedule of Provisions [Line Items] | |
Beginning balance | 8,752 |
Current | 2,279 |
Non-current | 5,736 |
Recognized during the period | 1,499 |
Utilized during the period | (241) |
Reversed during the period | (1,995) |
FX revaluation | |
Ending balance | 8,015 |
Restructuring [Member] | |
Provisions (Details) - Schedule of Provisions [Line Items] | |
Beginning balance | 24,698 |
Current | 6,663 |
Non-current | |
Recognized during the period | 200 |
Utilized during the period | (8,804) |
Reversed during the period | (9,258) |
FX revaluation | (173) |
Ending balance | 6,663 |
Other [Member] | |
Provisions (Details) - Schedule of Provisions [Line Items] | |
Beginning balance | 1,840 |
Current | 494 |
Non-current | |
Recognized during the period | |
Utilized during the period | (285) |
Reversed during the period | (1,061) |
FX revaluation | |
Ending balance | £ 494 |
Cash and Cash Equivalents (De_2
Cash and Cash Equivalents (Details) - Schedule of Cash and Cash Equivalents - GBP (£) £ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule of Cash and Cash Equivalents [Abstract] | |||
Cash at bank available on demand | £ 171,812 | £ 179,817 | £ 181,818 |
Cash held in short-term deposit accounts | 22,766 | 66,062 | 10,811 |
Cash and cash equivalents in the statement of financial position | 194,578 | 245,879 | |
Cash at bank and short-term deposits within assets held for sale | 12,442 | ||
Cash and cash equivalents in the statement of cash flows | £ 194,578 | £ 258,321 | £ 192,629 |
Equity and Share-Based Paymen_3
Equity and Share-Based Payments (Details) $ / shares in Units, $ in Thousands, £ in Millions | 6 Months Ended | 12 Months Ended | ||||
Feb. 07, 2023 USD ($) $ / shares shares | Jun. 30, 2023 GBP (£) shares | Jun. 30, 2023 GBP (£) $ / shares shares | Dec. 31, 2022 $ / shares shares | Jun. 30, 2023 USD ($) shares | Jun. 30, 2022 GBP (£) | |
Equity and Share-Based Payments (Details) [Line Items] | ||||||
Par value per share (in Dollars per share) | $ / shares | $ 0.0001 | |||||
Share capital amount (in Dollars) | $ | $ 435,500 | |||||
Percentage of voting approval | 95% | |||||
Exercise price per share (in Dollars per share) | $ / shares | $ 230 | $ 230 | ||||
Number of shares | 38,764,228 | 38,764,228 | 768,797,693 | 38,764,228 | ||
Adjusted for reverse stock split | 38,439,885 | |||||
Share-based payment charge (in Pounds) | £ | £ 1.8 | $ 1.8 | £ 35.1 | |||
Cancellation of shares amount (in Pounds) | £ | £ 8.1 | |||||
Number of options outstanding | 3,667,396 | 3,667,396 | 3,152,072 | 3,667,396 | ||
Class A Ordinary Shares [Member] | ||||||
Equity and Share-Based Payments (Details) [Line Items] | ||||||
Par value per share (in Dollars per share) | $ / shares | $ 0.002 | |||||
Authorized share divided | 165,000,000 | |||||
Class B Ordinary Shares [Member] | ||||||
Equity and Share-Based Payments (Details) [Line Items] | ||||||
Par value per share (in Dollars per share) | $ / shares | $ 0.002 | |||||
Authorized share divided | 2,500,000 | |||||
Class C ordinary shares [Member] | ||||||
Equity and Share-Based Payments (Details) [Line Items] | ||||||
Par value per share (in Dollars per share) | $ / shares | $ 0.002 | |||||
Authorized share divided | 50,000,000 | |||||
Preference Shares [Member] | ||||||
Equity and Share-Based Payments (Details) [Line Items] | ||||||
Par value per share (in Dollars per share) | $ / shares | $ 0.002 | |||||
Authorized share divided | 250,000 | |||||
Class A Shares issuable upon Convertible Notes conversion [Member] | Top of range [member] | ||||||
Equity and Share-Based Payments (Details) [Line Items] | ||||||
Post reverse stock split | 200 | |||||
Principal amount (in Dollars) | $ | $ 1,000 | |||||
Class A Shares issuable upon Convertible Notes conversion [Member] | Bottom of range [member] | ||||||
Equity and Share-Based Payments (Details) [Line Items] | ||||||
Post reverse stock split | 10 | |||||
Principal amount (in Dollars) | $ | $ 1,000 |
Equity and Share-Based Paymen_4
Equity and Share-Based Payments (Details) - Schedule of Share Based Payment Reserve £ in Thousands | 6 Months Ended |
Jun. 30, 2023 GBP (£) | |
Schedule Of Share Based Payment Reserve Abstract | |
At January 1, 2023 | £ 89,434 |
Adjustment to forfeiture rate | (2,156) |
Share based payment charge – Incentive Equity Plan | 12,026 |
Share based payment charge – SAYE scheme | 93 |
Shares cancelled by forfeiture | (8,124) |
At June 30, 2023 | £ 91,273 |
Equity and Share-Based Paymen_5
Equity and Share-Based Payments (Details) - Schedule of Options Were Granted | 6 Months Ended |
Jun. 30, 2023 shares | |
Incentive equity plan [Member] | |
Equity and Share-Based Payments (Details) - Schedule of Options Were Granted [Line Items] | |
Number | 335,456 |
Grant date | 01/01/2023 |
Expiry date | 01/01/2033 |
Incentive Equity Plan – Executive Directors [Member] | |
Equity and Share-Based Payments (Details) - Schedule of Options Were Granted [Line Items] | |
Number | 786,668 |
Grant date | 01/01/2023 |
Expiry date | 01/01/2033 |
Incentive Equity Plan [Member] | |
Equity and Share-Based Payments (Details) - Schedule of Options Were Granted [Line Items] | |
Number | 112,150 |
Grant date | 01/04/2023 |
Expiry date | 01/04/2033 |
Equity and Share-Based Paymen_6
Equity and Share-Based Payments (Details) - Schedule of Fair Value of the Employee Share Options Granted - £ / shares | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | ||
Incentive Equity Plan [member] | ||||
Equity and Share-Based Payments (Details) - Schedule of Fair Value of the Employee Share Options Granted [Line Items] | ||||
Exercise price | [1] | |||
Expected volatility | [1] | |||
Dividend yield | [1] | |||
Risk free interest rate | [1] | |||
Incentive Equity Plan [member] | Bottom of range [member] | ||||
Equity and Share-Based Payments (Details) - Schedule of Fair Value of the Employee Share Options Granted [Line Items] | ||||
Fair value per share1 | [1] | £ 1.98 | ||
Incentive Equity Plan [member] | Top of range [member] | ||||
Equity and Share-Based Payments (Details) - Schedule of Fair Value of the Employee Share Options Granted [Line Items] | ||||
Fair value per share1 | [1] | 2.73 | ||
Incentive Equity Plan – Executive Directors [member] | ||||
Equity and Share-Based Payments (Details) - Schedule of Fair Value of the Employee Share Options Granted [Line Items] | ||||
Exercise price | ||||
Expected volatility | 83.10% | |||
Dividend yield | ||||
Risk free interest rate | 3.74% | |||
Incentive Equity Plan – Executive Directors [member] | Top of range [member] | ||||
Equity and Share-Based Payments (Details) - Schedule of Fair Value of the Employee Share Options Granted [Line Items] | ||||
Fair value per share1 | £ 4.64 | |||
Incentive Equity Plan – Executive Directors [Member] | ||||
Equity and Share-Based Payments (Details) - Schedule of Fair Value of the Employee Share Options Granted [Line Items] | ||||
Exercise price | ||||
Expected volatility | 98% | 53% | ||
Dividend yield | ||||
Incentive Equity Plan – Executive Directors [Member] | Bottom of range [member] | ||||
Equity and Share-Based Payments (Details) - Schedule of Fair Value of the Employee Share Options Granted [Line Items] | ||||
Fair value per share1 | £ 3.39 | |||
[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. |