SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of September 2021

 

Commission File Number: 001-40754

 

Cazoo Group Ltd

(Translation of Registrant’s name into English)

 

41 Chalton Street, London, NW1 1JD, United Kingdom

(Address of principal executive offices)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

 

Form 20-F ☒     Form 40-F ☐

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐

 

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934. ☐ 

 

 

 

 

 

 

EXHIBIT

 

Exhibit
Number
  Exhibit Description
99.1   Interim Condensed Consolidated Interim Financial Statements as of and the six months ended June 30, 2021 (unaudited).
99.2   Management’s Discussion and Analysis of Financial Condition and Results of Operations for the six months ended June 30, 2021.
99.3   Unaudited Pro Forma Combined Financial Statements.
99.4  

Unaudited Condensed Financial Statements of Ajax I for the six months ended June 30, 2021 (incorporated by reference herein from Part I, Item 1 (Financial Statements) included in the quarterly report on Form 10-Q (SEC File No. 000-39660) for the quarter ended June 30, 2021 filed by Ajax I with the SEC on August 12, 2021).

101.INS   Inline XBRL Instance Document.
101.SCH   Inline XBRL Taxonomy Extension Schema Document.
101.CAL   Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF   Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB   Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE   Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104   Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

 

1

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  CAZOO GROUP LTD
   
Date: September 30, 2021 By: /s/ Stephen Morana
    Name:  Stephen Morana
    Title: Chief Financial Officer

 

 

2

 

false --12-31 Q2 2021-06-30 0001859639

Exhibit 99.1

 

 

 

 

 

 

 

 

 

 

 

 

CAZOO HOLDINGS LIMITED

 

UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

 

FOR THE SIX MONTHS ENDED JUNE 30, 2021

 

 

 

 

 

 

 

 

 

 

 

UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

For the six months ended June 30, 2021

 

Continuing operations   Notes   June 30
2021
£’000
    June 30
2020
£’000
 
                 
Revenue(1)   3     248,209       39,945  
Cost of sales         (236,850 )     (41,381 )
Gross profit/(loss)         11,359       (1,436 )
Marketing expenses         (29,355 )     (10,354 )
Selling and distribution expenses         (20,389 )     (5,298 )
Administrative expenses         (69,427 )     (13,236 )
Loss from operations         (107,812 )     (30,324 )
Finance income         166       185  
Finance expense         (1,793 )     (627 )
Loss before tax         (109,439 )     (30,766 )
Tax credit   5     7,326      
-
 
Loss for the period         (102,113 )     (30,766 )
                     
Other comprehensive income                    
Other comprehensive income that may be reclassified to profit or loss in subsequent periods:                    
Exchange differences on translation of foreign operations         76      
-
 
                     
Other comprehensive income for the period         76      
-
 
                     
Total comprehensive loss for the period         (102,037 )     (30,766 )
                     
Earnings per share:                    
                     
Net loss per ordinary share, basic       £ (0.67 )   £ (0.28 )
Net loss per ordinary share, diluted       £ (0.67 )   £ (0.28 )

 

 

  1

Revenue excludes £7.5 million of sales where Cazoo sold vehicles as an agent for third parties and only the net commission received from those sales is recorded within revenue.

 

The notes on pages 7 to 21 form part of these financial statements.

 

2

 

 

UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

As at June 30, 2021

 

    June 30 
2021
Unaudited
    December 31
2020
Audited
 
    Notes   £’000     £’000  
Assets                
Property, plant and equipment   6     182,631       85,934  
Intangible assets   7     155,037       26,660  
Trade and other receivables         8,865       7,511  
                     
Non-current assets         346,533       120,105  
                     
Inventory        

127,322

      114,694  
Trade and other receivables         38,773       29,358  
Cash and cash equivalents   12     60,347       243,524  
                     
Current assets         226,442       387,576  
                     
Total assets        

572,975

      507,681  
                     
Liabilities                    
Trade and other payables   8     76,569       35,569  
Loans and borrowings   9     130,803       94,617  
Warrants         6,648      
-
 
Provisions   10    
-
     
-
 
                     
Current liabilities         214,020       130,186  
                     
Loans and borrowings   9     48,478       43,634  
Provisions   10     4,163       3,363  
                     
Non-current liabilities         52,641       46,997  
                     
Total liabilities         266,661       177,183  
                     
Net assets         306,314       330,498  
                     
Equity                    
Share capital        
-
     
-
 
Share premium         266,120       266,120  
Merger reserve         246,598       181,250  
Retained earnings         (206,480 )     (116,872 )
Foreign currency translation reserve         76      
-
 
                     
Total equity         306,314       330,498  

 

The notes on pages 7 to 21 form part of these financial statements.

 

3

 

 

UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

For the six months ended June 30, 2021

 

      Share
capital
    Share
premium
    Merger
reserve
    Retained
earnings
    Foreign
currency
translation
reserve
    Total 
equity
 
    Note   £’000     £’000     £’000     £’000     £’000     £’000  
                                         
At January 1, 2021      
-
      266,120       181,250       (116,872 )    
-
      330,498  
                                                     
Comprehensive loss for the period                                                    
                                                     
Loss for the period        
-
     
-
     
-
      (102,113 )    
-
      (102,113 )
Other comprehensive income        
-
     
-
     
-
     
-
      76       76  
                                                     
Total comprehensive loss        
-
     
-
     
-
      (102,113 )     76       (102,037 )
                                                     
Contributions by and distributions to owners                                                    
Acquisition of subsidiaries   4    
-
      -       65,348      
-
     
-
      65,348  
Share based payments        
-
     
-
     
-
      12,505      
-
      12,505  
                                                     
At June 30, 2021        
-
      266,120       246,598       (206,480 )     76       306,314  

 

The notes on pages 7 to 21 form part of these financial statements.

 

4

 

 

UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

For the six months ended June 30, 2020

 

        Share
capital
    Share
premium
    Merger
reserve
    Retained
earnings
    Foreign
currency
translation
reserve
    Total 
equity
 
    Note   £’000     £’000     £’000     £’000     £’000     £’000  
                                         
At January 1, 2020      
-
      81,500      
-
      (17,944 )    
        -
      63,556  
                                                     
Comprehensive loss for the period                                                    
                                                     
Loss for the period        
-
     
-
     
-
      (30,766 )    
-
      (30,766 )
Other comprehensive income        
-
     
-
     
-
     
-
     
-
     
-
 
                                                     
Total comprehensive loss        
-
     
-
     
-
      (30,766 )    
-
      (30,766 )
                                                     
Contributions by and distributions to owners                                                    
Issue of share capital        
-
      125,000      
-
     
-
     
-
      125,000  
Group restructuring1        
-
      (181,250 )     181,250      
-
     
-
     
-
 
Share based payments        
-
     
-
     
-
      326      
-
      326  
                                                     
At June 30, 2020        
-
      25,250       181,250       (48,384 )    
-
      158,116  

 

1 On June 10, 2020, the Group was subject to a restructuring where Cazoo Holdings Limited was inserted at the top of the Group as a new parent company resulting in a merger reserve.

 

The notes on pages 7 to 21 form part of these financial statements.

 

5

 

 

UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

For the six months ended June 30, 2021

 

    Note     June 30
2021
£’000
    June 30
2020
£’000
 
Cash flows from operating activities                        
Loss for the period             (102,113 )     (30,766 )
                         
Adjustments for:                        
Depreciation of property, plant, and equipment     6       10,531       2,039  
Amortisation of intangible assets     7       4,618       457  
Finance income             (166 )     (185 )
Finance expense             1,793       627  
Share-based payment expense             12,688       326  
Tax credit     5       (7,326 )    
-  
 
              (79,975 )     (27,502 )
                         
Movements in working capital:                        
Decrease/(increase) in trade and other receivables            

8,508

      (10,571 )
Increase in inventory             (12,294 )     (3,095 )
Increase in trade and other payables            

28,106

      9,727  
                         
Total working capital movements             24,320       (3,939 )
                         
Other cash flows from operating activities:                        
Interest received             166       185  
                         
Net cash used in operating activities             (55,489 )     (31,256 )
                         
Cash flows from investing activities                        
Purchases of property, plant and equipment     6       (34,685 )     (568 )
Purchases and development of intangible fixed assets     7       (4,810 )     (687 )
Acquisition of subsidiaries, net of cash acquired     4       (79,695 )    
-  
 
                         
Net cash used in investing activities             (119,190 )     (1,255 )
                         
Cash flows from financing activities                        
Proceeds from issue of shares            
-  
      125,000  
Proceeds from stocking loans             217,399       49,152  
Repayment of stocking loans             (218,520 )     (49,509 )
Repayment of mortgages             (1,070 )    
-  
 
Interest paid on loans and borrowings             (1,711 )     (627 )
Lease payments     8       (4,596 )     (3,188 )
                         
Net cash (used in)/generated from financing activities             (8,498 )     120,828  
                         
Net (decrease)/increase in cash and cash equivalents             (183,177 )     88,317  
Cash and cash equivalents at the beginning of the period             243,524       34,539  
                         
Cash and cash equivalents at the end of the period             60,347       122,856  

 

The notes on pages 7 to 21 form part of these financial statements.

 

6

 

 

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

 

1. Reporting entity

 

Cazoo Holdings Limited (the ‘Company’, ‘Cazoo’ or ‘the Group’) is a limited company incorporated in the United Kingdom incorporated on February 7, 2020. The Company’s registered office is at 41 Chalton Street, London, NW1 1JD. The Company’s principal activity is the operation of an e-commerce platform for buying used cars.

 

The consolidated financial statements incorporate the accounts of the Company and entities controlled by the Company (“its subsidiaries”).

 

2. Basis of preparation

 

This condensed consolidated interim financial report for the half-year reporting period ended June 30, 2021 has been prepared in accordance with Accounting Standard IAS 34 Interim Financial Reporting. The interim report does not include all the information and disclosures required in the annual financial report. Accordingly, this report is to be read in conjunction with the annual report for the year ended December 31, 2020. The interim report does not comprise statutory accounts within the meaning of Section 434 of the Companies Act 2006. Statutory accounts for the year ended December 31, 2020, which contained an unqualified audit report under Section 495 of the Companies Act 2006 (which did not make any statements under Section 498 of the Companies Act 2006), will be delivered to the Registrar of Companies.

 

Except as described in 2.2. below, the accounting policies adopted in the preparation of the interim condensed consolidated financial statements are consistent with those followed in the preparation of the Group’s annual consolidated financial statements for the year ended December 31, 2020.

 

2.1. Going concern

 

The financial statements have been prepared on a going concern basis as the Directors’ are satisfied that the Group will continue in operational existence for the foreseeable future. In assessing the going concern position of the Group, the Directors have considered the Group’s cash flows, liquidity and business activities. As at June 30, 2021, the Group had net assets of £306.3 million and a cash balance of £60.3 million.

 

The Group has raised additional capital of $836 million after fees in the third quarter of 2021 through a business combination with Ajax I; a special purpose acquisition company listed on the New York Stock Exchange (the “business combination”). The additional capital will fund Cazoo’s growth strategy in the UK and across Europe. The business combination was approved by both the shareholders of Cazoo Holdings Limited and Ajax I and the transaction was completed on August 26, 2021. On this basis the Directors are satisfied that the interim accounts should be prepared on a going concern basis and that the Group will continue in operational existence for a period of at least 12 months from the issuance of the interim financial statements.

 

2.2. New accounting policies

 

2.2.1. Retail revenue

 

Retail revenue also includes the sale of a small number of vehicles where Cazoo acts as an agent and receives a fixed commission from the supplier when the vehicle is sold. Under IFRS 15 only the net commission received from these sales is recorded within revenue, with 100% of that revenue contributing towards gross profit. Any ancillary revenue earned on the transaction continues to be recognised separately.

  

7

 

 

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (Continued)

 

2.2.2. Other revenue

 

Revenue from the Cazoo Subscription Service is recognised under IFRS 16 and as such is recognised on a straight-line basis over the contract period and presented as part of ‘other revenue’ within the breakdown of revenue in the statement of profit or loss. The Cazoo Subscription Service allows customers to subscribe for a vehicle over a period of time for a monthly fee as an alternative to ownership.

 

Revenue from provision of related services such as maintenance and breakdown are recognised in accordance with IFRS 15 – overtime, as the services are provided.

 

2.2.3. Leasing

 

Group acting as a lessor

 

The subscription of vehicles to customers is recognised 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 recognises lease payments received under operating leases as revenue on a straight-line basis over the lease term as part of ‘other sales’.

 

Amounts due from lessees under finance leases are recorded as a receivable at an amount equal to the net investment in the lease. The Group recognises 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.

 

2.2.4. 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 recognised in profit or loss and presented within finance costs.

 

8

 

 

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (Continued)

 

Foreign operations

 

The assets and liabilities of foreign 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 recognised in Other Comprehensive Income (OCI) and accumulated in the translation reserve.

 

2.2.5. Intangible assets

 

For specific acquisitions, the Group has identified intangible assets in respect of customer relationships and brands. The values of these intangibles are recognised as part of the identifiable assets and liabilities acquired.

 

Intangible assets that are acquired by the Group and have finite useful lives are measured at cost less accumulated amortisation and any accumulated impairment losses.

 

Amortisation is calculated to write-off the cost of intangible assets less their estimated residual values using the straight-line method over their estimated useful lives and is recognised in profit or loss.

 

The estimated useful lives are as follows:

 

  Customer relationships Over the period of the expected benefit, between 2 to 6 years
  Brand name Over the period of use in the business, up to 3 years

 

2.3. New standards, interpretations and amendments adopted by the Group

 

The Group has not early adopted any standard, interpretation or amendment that has been issued but is not yet effective. Several amendments apply for the first time in 2021, but do not have an impact on the interim condensed consolidated financial statements of the Group.

 

Interest Rate Benchmark Reform – Phase 2: Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16

 

The amendments provide temporary reliefs which address the financial reporting effects when an interbank offered rate (IBOR) is replaced with an alternative nearly risk-free interest rate (RFR). The amendments include the following practical expedients:

 

A practical expedient to require contractual changes, or changes to cash flows that are directly required by the reform, to be treated as changes to a floating interest rate, equivalent to a movement in a market rate of interest.

 

Permit changes required by IBOR reform to be made to hedge designations and hedge documentation without the hedging relationship being discontinued.

 

Provide temporary relief to entities from having to meet the separately identifiable requirement when an RFR instrument is designated as a hedge of a risk component.

 

These amendments had no impact on the interim condensed consolidated financial statements of the Group. The Group intends to use the practical expedients in future periods if they become applicable.

 

9

 

 

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (Continued)

 

3. Revenue

 

3.1. Disaggregated revenue information

 

The following is an analysis of the Group’s revenue for the period from continuing operations. The Group’s Chief Operating Decision Maker (CODM) has been identified as the Board of Directors. Management assesses and monitors the revenue performance of the Group as a single segment in line with the way the Group is assessed and managed by the CODM.

 

All material revenue recognised has arisen within the UK.

 

    June 30
2021
£’000
    June 30
2020
£’000
 
Revenue:            
Retail     207,948       36,902  
Wholesale     12,774       2,509  
Other sales     27,487       534  
                 
Revenue     248,209       39,945  

 

Other sales include commission revenue from finance and warranty sales where the Group is not the principal of the transaction and revenue is recognised on a net basis.

 

Recognition of revenue

 

Revenue from contracts with customers     240,530       39,945  
Other revenue     7,679      
-
 
                 
      248,209       39,945  

 

All revenue from contracts with customers are recognised at a point in time.

 

3.2. Contract balances

 

    June 30
2021
£’000
   

December 31 2020

£‘000

 
             
Trade receivables     12,715       7,243  
Contract assets     153       599  
Contract liabilities     (15,668 )     (9,059 )

 

All contract assets and liabilities are short term in nature and are derecognised within one month of the reporting period end across both June 30, 2021 and December 31, 2020 financial periods.

 

Revenue expected to be recognised in the future related to performance obligations that are unsatisfied (or partially unsatisfied) at the period end is summarised as below.

 

    Within one month as at
June 30,
2021
£’000
    Within one month as at
December 31,
2020
£’000
 
           
Undelivered vehicles     13,678       9,059  

 

10

 

 

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (Continued)

For the six months ended June 30, 2021

 

4. Business Combinations

 

4.1. Drover Limited

 

On January 25, 2021, Cazoo Holdings Limited acquired 100% of the share capital of Drover Limited (“Drover”) for a total consideration of £65.4 million, as measured in accordance with IFRS 3. The acquisition balance sheet includes £4.0 million of cash on balance sheet. Total consideration net of cash acquired was £61.4 million.

  

Drover is car subscription service with operations in the United Kingdom and France. Founded in 2016, Drover provided a monthly car subscription service, including maintenance, servicing, tax, breakdown cover and optional insurance, allowing its customers to choose from over 50 different models, all available online. The Group acquired Drover to accelerate its entry into the car subscription market and the acquisition provided the Group an existing customer base of over 2,000 active subscribers in the UK as well as a nascent subscriber base in France along with the associated recurring revenues.

 

The purchase has been accounted for as a business combination under the acquisition method in accordance with IFRS 3. The interim condensed consolidated financial statements include the results of Drover for the period from the acquisition date.

 

In calculating goodwill arising from the acquisition, the fair value of net assets acquired was assessed and no material adjustments from book value were made to existing assets and liabilities. The Group has recognised a number of separately identifiable intangible assets as part of the acquisition, details of the provisional amounts are set out in the table below.

 

    £’000  
Property, plant and equipment     3,943  
Trade and other receivables     4,868  

Cash

   

3,975

 
Trade and other payables     (4,819 )
Loans and borrowings     (3,791 )
         
Total net assets acquired     4,176  
         
Intangible assets recognised on acquisition:      
Software     19,558  
Brand     1,303  
Deferred tax arising on intangible assets     (3,983 )
         
Total intangible assets arising on acquisition     16,878  
         
Total identifiable net assets at fair value     21,054  
         
Goodwill     44,310  
         
Purchase consideration transferred     65,365  
         
Satisfied by:        
Cash     20,997  
Debt assumed and discharged     4,463  
Shares issued     33,339  
Warrants issued     6,566  
Purchase consideration transferred     65,365  

 

11

 

 

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (Continued)

For the six months ended June 30, 2021

 

4.1. Drover Limited (Continued)

 

The fair value of the ordinary shares issued at the date of acquisition was determined as £10.6 per ordinary share. This is consistent with an independent valuation of the Group’s ordinary shares at the last funding round.

 

At the date of the acquisition, the carrying amount of trade and other receivables was £4.9 million and all of this was expected to be collectible in the short term. As such, there was no difference between the carrying amount and fair value of trade and other receivables at the date of acquisition.

 

The Group measured the acquired lease liabilities using the present value of the remaining lease payments at the date of acquisition. The right-of-use assets were measured at an amount equal to the lease liabilities and adjusted to reflect the unfavourable terms of the lease relative to market terms.

 

Software acquired represents Drover’s subscription platform system that has been developed in-house and is considered to be Drover owned intellectual property. The platform underpins Drover’s business allowing customers to book, pay and manage their subscriptions.

 

During the six months ended June 30, 2021, the Group launched the Cazoo Subscription Service, bringing the technology and subscription offering previously provided by Drover under the Cazoo brand. Accordingly, the Drover brand was considered to be fully impaired during the period and has been written off to the profit or loss account.

 

Goodwill is attributable mainly to the skills and technical talent of Drover’s workforce, and the synergies expected to be achieved from integrating the company into the Group’s existing standard car business.

 

Upon acquisition, warrants were issued as consideration giving the holders the right to purchase ordinary share capital of Cazoo Holdings Limited at the next funding round at a 20 percent discount to the equity share price of that round. The benefit gained by the warrant holders is a fixed value and therefore the warrants have been recorded as a financial liability. As at the date of this report all warrant liabilities have been extinguished as part of the Group’s listing on the New York Stock Exchange.

 

From the date of acquisition to June 30, 2021, Drover has contributed £4.8 million of revenue and £3.6 million to the Group’s loss before tax. If the acquisition had occurred on January 1, 2021, management estimates that the Group’s revenue from continuing operations would have been £248.9 million and the loss from continuing operations for the period would have been £102.7 million.

 

Transaction costs of £0.8 million have been expensed and are included in administrative expenses in the statement of profit or loss and are part of operating cash flows in the statement of cash flows.

 

12

 

 

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (Continued)

For the six months ended June 30, 2021

 

4.2. Smart Fleet Solutions Limited

 

On February 11, 2021 Cazoo Holdings Limited acquired 100% of the share capital of Smart Fleet Solutions Limited (“Smart Fleet”) for consideration of £23.2 million, in accordance with IFRS 3. The acquisition balance sheet includes £0.7 million of cash on balance sheet. Total consideration net of cash acquired was £22.5 million for the equity of Smart Fleet.

 

At the time of the transaction, the Group also acquired £15.9 million of freehold property relating to reconditioning sites operated by Smart Fleet owned by the previous shareholders. Total consideration recognised in accordance with IFRS 3 is therefore £39.1 million.

 

Smart Fleet is a vehicle refurbishment business operating four state-of-the-art vehicle refurbishment centres across the UK and provides the Group with the capacity to refurbish approximately 200,000 cars per year across all its sites, reducing its reliance on any third-party providers. Smart Fleet’s team of over 500 vehicle refurbishment and logistics staff also provide significant expertise. In addition, Smart Fleet has in place a number of third-party contracts which are strategically beneficial to the Group. The Group acquired Smart Fleet for its UK-wide infrastructure and expertise in the refurbishment of used cars, which is expected to enhance the Group’s ability to operate at scale. The purchase has been accounted for as a business combination under the acquisition method in accordance with IFRS 3. The interim condensed consolidated financial statements include the results of Smart Fleet for the period from the acquisition date.

 

In calculating goodwill arising from the acquisition, the fair value of net assets acquired was determined. Adjustments to book value were made in the recognition of market value of real estate leases and the fair value of freehold property. The Group has also recognised a number of separately identifiable intangible assets as part of the acquisition, details of the provisional amounts are set out in the table below.

 

    £’000  
Property, plant and equipment     25,101  

Inventory

    333  
Trade and other receivables     7,335  
Cash     669  
Trade and other payables     (2,161 )
Loans and borrowings     (3,019 )
         
Total net assets acquired     28,259  
         
Intangible assets recognised on acquisition:        
         
Customer relationships     7,300  
Deferred tax arising on intangible assets     (1,600 )
         
Total intangible assets arising on acquisition     5,700  
         
Total identifiable net assets at fair value     33,959  
         
Goodwill     5,166  
         
Purchase consideration transferred     39,125  
         
Satisfied by:        
Cash     29,125  
Debt assumed and discharged     9,000  
Shares issued     1,000  
         
Purchase consideration transferred     39,125  

 

13

 

 

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (Continued)

For the six months ended June 30, 2021

 

4.2. Smart Fleet Solutions Limited (Continued)

 

The fair value of the ordinary shares issued at the date of acquisition was determined as £10.6 per ordinary share. This is consistent with an independent valuation of the Group’s ordinary shares at the last funding round.

 

At the date of the acquisition, the carrying amount of trade and other receivables was £7.3 million and all of this was expected to be collectible in the short term. As such, there was no difference between the carrying amount and fair value of trade and other receivables at the date of acquisition.

 

The Group measured the acquired lease liabilities using the present value of the remaining lease payments at the date of acquisition. The right-of-use assets were measured at an amount equal to the lease liabilities and adjusted to reflect the unfavourable terms of the lease relative to market terms.

 

An intangible asset has been recognised for significant customer relationships as future economic benefit is expected to arise from Smart Fleet existing customer relationships. Smart Fleet provides vehicle refurbishment to a small number of customers for which it holds long term relationships.

 

Goodwill is attributable mainly to the skills and technical talent of Smart Fleet’s workforce, and the synergies expected to be achieved from integrating the company into the Group’s existing car refurbishment process, significantly increasing in-house capacity.

 

From the date of acquisition to June 30, 2021, Smart Fleet has contributed £11.6 million of revenue and £1.4 million to loss before tax to the Group. If the acquisition had occurred on January 1, 2021, management estimates that the Group’s revenue from continuing operations would have been £251.6 million and the loss from continuing operations for the period would have been £102.5 million.

 

Transaction costs of £2.0 million have been expensed and are included in administrative expenses in the statement of profit or loss and are part of operating cash flows in the statement of cash flows.

 

14

 

 

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (Continued)

For the six months ended June 30, 2021

 

4.2. Cluno GmbH

 

On February 23, 2021 the Cazoo Holdings Limited acquired 100% of the share capital of Cluno Gmbh (“Cluno”) for a total consideration of £60.4 million (€69.7 million), as measured in accordance with IFRS 3. The acquisition balance sheet includes £8.6 million of cash. Total consideration net of cash acquired was £51.8 million.

 

Cluno is a German car subscription services company, with a business similar to Drover and a team of approximately 100 employees based in Munich. Cluno offers a monthly subscription that includes all car expenses other than fuel, with a six-month minimum term per car in Germany with 100 different models from 15 different brands. Cluno has an experienced team and strong supplier and EU-partner relationships. The Group acquired Cluno to accelerate its entry into the EU market and the acquisition provided the Group an existing customer base of over 3,000 active subscribers in Germany along with the associated recurring revenues and a strong team to help launch the Cazoo proposition in Germany and across Europe.

 

The purchase has been accounted for as a business combination under the acquisition method in accordance with IFRS 3. The interim condensed consolidated financial statements include the results of Smart Fleet for the period from the acquisition date.

 

In calculating goodwill arising from the acquisition, the fair value of net assets acquired was assessed and no material adjustments from book value were made to existing assets and liabilities. The Group has recognised a number of separately identifiable intangible assets as part of the acquisition, details of the provisional amounts are set out in the table below.

 

    £’000  

Property, plant and equipment

    27,181  
Cash     8,589  
Trade and other receivables     5,493  
Trade and other payables     (5,982 )
Loans and borrowings     (23,708 )
         
Total net assets acquired     11,573  
         
Intangible assets recognised on acquisition:        
         
Software     4,445  
Brand     1,444  
Deferred tax arising on intangible assets     (1,767 )
         
Total intangible assets recognised on acquisition     4,122  
         
Total identifiable net assets at fair value     15,695  
         
Goodwill     44,659  
         
Purchase consideration transferred     60,354  
         
Satisfied by:      
Cash     28,722  
Shares issued     31,009  
Voluntary employee share option plan     623  

Purchase consideration transferred

    60,354  

 

15

 

 

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (Continued)

For the six months ended June 30, 2021

 

4.3. Cluno GmbH (Continued)

 

The fair value of the ordinary shares issued at the date of acquisition was determined as £10.6 per ordinary share. This is consistent with an independent valuation of the Group’s ordinary shares at the last funding round.

 

At the date of the acquisition, the carrying amount of trade and other receivables was £5.5 million and all of this was expected to be collectible in the short term. As such, there was no difference between the carrying amount and fair value of trade and other receivables at the date of acquisition.

 

The Group measured the acquired lease liabilities using the present value of the remaining lease payments at the date of acquisition. The right-of-use assets were measured at an amount equal to the lease liabilities and adjusted to reflect the unfavourable terms of the lease relative to market terms.

 

Software acquired represents Cluno’s subscription platform system that has been developed in-house and is considered to be Cluno owned intellectual property. The platform underpins Cluno’s business allowing customers to book, pay and manage their subscriptions.

 

Cluno is Germany’s leading car subscription provider. The brand is considered to be highly recognisable in Germany.

 

Goodwill is attributable mainly to the skills and technical talent of Cluno’s workforce, and the synergies expected to be achieved from integrating the company into the Group’s existing standard car business.

 

From the date of acquisition to June 30, 2021, Cluno has contributed £4.5 million of revenue and £5.0 million to loss before tax to the Group. If the acquisition had occurred on January 1, 2021, management estimates that the Group’s revenue from continuing operations would have been £250.1 million and the loss from continuing operations for the period would have been £104.2 million.

 

Transaction costs of £0.9 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.

 

5. Taxation

 

The Group calculates the period income tax expense using the tax rate that would be applicable to the expected total annual earnings. The major components of income tax expense in the interim condensed consolidated statement of profit or loss are:

 

    June 30
2021
£’000
    June 30
2020
£’000
 
             
Current income tax expense     (24 )    
                -
 
Deferred tax credit relating to origination and reversal of temporary differences     7,350      
-
 
                 
Income tax credit recognised in statement of profit or loss     7,326      
-
 

 

A deferred tax liability arises due to a purchase price adjustment on the acquisition of subsidiaries where the fair value of intangible assets exceeded the tax basis in the subsidiaries. A deferred tax asset on losses is only recognised to the extent that it reduces the deferred tax liability arising to nil due to uncertainty of recoverability.

 

16

 

 

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (Continued)

For the six months ended June 30, 2021

 

6. Property, plant and equipment

 

During the six months ended June 30, 2021, the Group acquired property, plant and equipment with a cost of £51.0 million (six months ended June 30, 2020: £8.2 million). In addition, the Group recognised property, plant and equipment on acquisition of subsidiaries with a cost of £56.1 million (six months ended June 30, 2020: £nil). Details of property, plant and equipment recognised on acquisition of subsidiaries are set out in Note 4.

 

7. Intangible assets

 

During the six months ended June 30, 2021, the Group acquired intangible assets with a cost of £4.8 million (six months ended June 30, 2020: £0.7 million). In addition, the Group recognised goodwill and other intangible assets on acquisition of subsidiaries with a cost of £128.2 million (six months ended June 30, 2020: £nil). Details of goodwill and other intangible assets recognised on acquisition of subsidiaries are set out in Note 4.

 

The reconciliation of carrying amount of goodwill is presented in the table below:

 

    Goodwill  
    £’000  
Cost      
At December 31, 2020     22,693  
Additions    
-
 
Acquisition of subsidiaries     94,135  
         
At June 30, 2021     116,828  
         
Accumulated impairment        
At December 31, 2020    
-
 
Impairment loss    
-
 
         
At June 30, 2021    
-
 
         
Net book value        
At June 30, 2021     116,828  
At December 31, 2020     22,693  

 

8. Trade and other payables

 

    June 30
2021
£’000
    December 31
2020
£’000
 
Trade payables    

24,036

      12,668  
Accruals and other creditors     31,816       10,348  
Tax and social security payables     4,115       2,119  
Contract liabilities     13,678       9,059  
Deferred consideration     2,924       1,375  
                 
    76,569       35,569  
                 
Current     76,569       35,569  
Non-current    
-
     
-
 

 

17

 

 

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (Continued)

For the six months ended June 30, 2021

 

9. Loans and borrowings

 

The book value of loans and borrowings are as follows:

 

    June 30
2021
£’000
    December 31
2020
£’000
 
Current            
             
Stocking loans     116,155       86,709  
Mortgages     523       1,368  
Lease liabilities     14,125       6,540  
                 
      130,803       94,617  
Non-current            
             
Mortgages     1,776       2,126  
Lease liabilities     46,702       41,508  
                 
      48,478       43,634  
                 
Total loans and borrowings    

179,281

      138,251  

 

The Group’s loans and borrowings are mainly denominated in Pound Sterling.

 

10. Provisions

 

   

Dilapidation

Provisions

 
    £’000  
       
At December 31, 2021     3,363  
         
Acquisition of subsidiaries     275  
Recognised during the period     525  
         
      4,163  
         
Current    
-
 
         
Non-current     4,163  

 

The dilapidation provisions relate to the expected reinstatement costs of leased office buildings, collection centres 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.

 

18

 

 

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (Continued)

For the six months ended June 30, 2021

 

11. Financial instruments

 

  11.1. Financial assets

 

Set out below, is an overview of financial assets, other than cash and short-term deposits, held by the Group as at June 30, 2021 and December 31, 2020:

 

    June 30
2021
£’000
    December 31
2020
£’000
 
Debt instruments at amortised cost            
Trade receivables     12,715       7,243  
Contract assets     153       599  
Lease deposits    

1,954 

     

2,653

 
                 
     

14,822

     

10,495

 
                 
Current    

14,822

     

10,495

 
Non-current    
-
     
-
 

 

  11.2. Financial liabilities

 

Set out below is an overview of financial liabilities held by the Group as at June 30, 2021 and December 31, 2020:

 

    June 30
2021
£’000
    December 31
2020
£’000
 
Financial liabilities at amortised cost            
Current:            
Lease liabilities     14,125       6,540  
Stocking loans     116,155       86,709  
Mortgages     523       1,368  
Warrants     6,648      
-
 
                 
      137,451       94,617  
Non- current:                
Lease liabilities     46,702       41,508  
Mortgages     1,776       2,126  
Warrants    
-
     
-
 
                 
      48,478       43,634  

 

  11.3. Fair value

 

Management assessed that the fair value of trade receivables, other receivables, stocking loans 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 and trade and other payables has been measured using level 3 valuation inputs.

 

19

 

 

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (Continued)

For the six months ended June 30, 2021

 

12. Cash and cash equivalents

 

For the purpose of the condensed consolidated statement of cash flows, cash and cash equivalents are comprised of the following:

 

    June 30
2021
£’000
    December 31
2020
£’000
 
Cash at bank available on demand  
 
   
 
 
Cash held in short term deposit accounts     32,373       52,742  
      27,974       190,782  
                 
Cash and cash equivalents in the statement of cash flows     60,347       243,524  

 

13. Events after the reporting date

 

  13.1. The business combination

 

On March 29, 2021, Ajax I, a Cayman Islands exempted company (“Ajax”), Cazoo and Capri Listco, a Cayman Islands exempted company (“Listco”), entered into the Business Combination Agreement, as amended by the First Amendment thereto, dated as of May 14, 2021 (the “Business Combination Agreement”), which, among other things, provided that (i) Ajax would merge with and into Listco, with Listco continuing as the surviving company, and (ii) Listco would acquire all of the issued and outstanding shares of Cazoo via exchange for a combination of shares of Listco and cash consideration (the “Business Combination”).

 

Upon consummation of the Business Combination, shareholders of Ajax and Cazoo became shareholders of Listco, and Listco changed its name to “Cazoo Group Ltd.” Upon consummation of the Business Combination the Class A ordinary shares, par value $0.001 per share (the “Class A Shares”) and warrants of Cazoo Group Ltd became listed on the New York Stock Exchange under the symbols “CZOO” and “CZOO WS,” respectively. The transaction shall be treated as a “reverse acquisition” where Cazoo Holdings Limited is identified as accounting acquirer. The operations of the Group substantially comprise the ongoing operations of the combined company.

 

  13.2. Additional stocking facility

 

During August 2021, the Group entered into a €20 million stocking facility to finance the purchase of retail cars in Europe.

 

  13.3. Acquisition of Cazana Limited

 

On September 2, 2021, Cazoo Holdings Limited acquired Cazana Limited (‘Cazana’) for net consideration of approximately £25 million in cash.

 

Founded in 2012, Cazana has grown to a team of more than 50 staff including data scientists and engineers headquartered in London. Cazana has built an extensive dataset of over 500 million historic vehicle transactions from a range of countries, including the UK, Germany, France, Spain and Italy, and its tools are used by car manufacturers, lenders, fleet owners and insurers.

 

Cazana’s products include real-time vehicle valuation, pricing and stock management tools, and the Group’s acquisition of Cazana will combine its brand, proposition and platform with Cazana’s extensive data, products and expertise. The Group anticipates the deal will enhance its data team and capabilities and allow the Group to further optimise its car buying and pricing across the UK & Europe for the benefit of consumers.

 

20

 

 

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (Continued)

For the six months ended June 30, 2021

 

  13.4. Acquisition of SMH Fleet Solutions Limited

 

On September 15, 2021, Cazoo Holdings Limited acquired SMH Fleet Solutions Limited (‘SMH’) for a cash consideration of approximately £70 million, net of cash acquired.

 

Established in 2003, SMH has a team of over 500 expert staff and has the capacity to process 70,000 vehicle refurbishments annually from five vehicle preparation sites across 136 acres in Bedford, Gloucester, Throckmorton, Worcester and St Helens. SMH also carries out over 150,000 vehicle movements per year with a team of over 300 logistics specialists as well as operating an online wholesale platform for used cars.

 

The combination of Cazoo’s online retail platform and brand with SMH’s leading infrastructure and expertise will double Cazoo’s overall vehicle reconditioning, logistics and storage capabilities in the UK with 10 total sites across more than 265 acres, as well as providing it with an experienced team of hundreds of additional vehicle preparation and logistics specialists and its own digital wholesale platform.

 

As of the date of this report, management has not completed its purchase price allocation exercise for the above acquisitions. Full details of the fair value of assets and liabilities acquired are not available yet and will be provided in the Group’s results for the year ended December 31, 2021.

 

14. Related party transactions

 

No reportable related party transactions occurred during the period ended June 30, 2021 (six months ended June 30, 2020: nil) other than the remuneration of key management personnel.

 

 

21

 

false --12-31 Q2 2021 2021-06-30 6-K 0001859639 Cazoo Group Ltd 0001859639 2021-01-01 2021-06-30 0001859639 2020-01-01 2020-06-30 0001859639 2021-06-30 0001859639 2020-12-31 0001859639 ifrs-full:IssuedCapitalMember 2020-12-31 0001859639 ifrs-full:SharePremiumMember 2020-12-31 0001859639 czoo:MergerReservesMember 2020-12-31 0001859639 ifrs-full:RetainedEarningsMember 2020-12-31 0001859639 ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember 2020-12-31 0001859639 ifrs-full:IssuedCapitalMember 2021-01-01 2021-06-30 0001859639 ifrs-full:SharePremiumMember 2021-01-01 2021-06-30 0001859639 czoo:MergerReservesMember 2021-01-01 2021-06-30 0001859639 ifrs-full:RetainedEarningsMember 2021-01-01 2021-06-30 0001859639 ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember 2021-01-01 2021-06-30 0001859639 ifrs-full:IssuedCapitalMember 2021-06-30 0001859639 ifrs-full:SharePremiumMember 2021-06-30 0001859639 czoo:MergerReservesMember 2021-06-30 0001859639 ifrs-full:RetainedEarningsMember 2021-06-30 0001859639 ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember 2021-06-30 0001859639 ifrs-full:IssuedCapitalMember 2019-12-31 0001859639 ifrs-full:SharePremiumMember 2019-12-31 0001859639 czoo:MergerReservesMember 2019-12-31 0001859639 ifrs-full:RetainedEarningsMember 2019-12-31 0001859639 ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember 2019-12-31 0001859639 2019-12-31 0001859639 ifrs-full:IssuedCapitalMember 2020-01-01 2020-06-30 0001859639 ifrs-full:SharePremiumMember 2020-01-01 2020-06-30 0001859639 czoo:MergerReservesMember 2020-01-01 2020-06-30 0001859639 ifrs-full:RetainedEarningsMember 2020-01-01 2020-06-30 0001859639 ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember 2020-01-01 2020-06-30 0001859639 ifrs-full:IssuedCapitalMember 2020-06-30 0001859639 ifrs-full:SharePremiumMember 2020-06-30 0001859639 czoo:MergerReservesMember 2020-06-30 0001859639 ifrs-full:RetainedEarningsMember 2020-06-30 0001859639 ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember 2020-06-30 0001859639 2020-06-30 0001859639 ifrs-full:CustomerrelatedIntangibleAssetsMember ifrs-full:BottomOfRangeMember 2021-01-01 2021-06-30 0001859639 ifrs-full:CustomerrelatedIntangibleAssetsMember ifrs-full:TopOfRangeMember 2021-01-01 2021-06-30 0001859639 ifrs-full:BrandNamesMember 2021-01-01 2021-06-30 0001859639 czoo:RetailIncomeMember 2021-01-01 2021-06-30 0001859639 czoo:RetailIncomeMember 2020-01-01 2020-06-30 0001859639 czoo:WholesaleMember 2021-01-01 2021-06-30 0001859639 czoo:WholesaleMember 2020-01-01 2020-06-30 0001859639 czoo:OtherSalesMember 2021-01-01 2021-06-30 0001859639 czoo:OtherSalesMember 2020-01-01 2020-06-30 0001859639 czoo:DroverLimitedMember 2021-01-01 2021-01-25 0001859639 czoo:DroverLimitedMember 2021-01-25 0001859639 2021-01-25 0001859639 czoo:DroverLimitedMember 2021-06-30 0001859639 czoo:DroverLimitedMember 2021-01-01 2021-06-30 0001859639 czoo:SmartFleetSolutionsLimitedMember 2021-02-01 2021-02-11 0001859639 czoo:SmartFleetSolutionsLimitedMember 2021-02-11 0001859639 2021-02-11 0001859639 czoo:SmartFleetSolutionsLimitedMember 2021-01-01 2021-06-30 0001859639 czoo:SmartFleetSolutionsLimitedMember 2021-06-30 0001859639 czoo:ClunoGmbHMember 2021-02-01 2021-02-23 0001859639 czoo:ClunoGmbHMember 2021-02-23 0001859639 2021-02-23 0001859639 czoo:ClunoGmbHMember 2021-01-01 2021-06-30 0001859639 czoo:ClunoGmbHMember 2021-06-30 0001859639 ifrs-full:BottomOfRangeMember 2021-01-01 2021-06-30 0001859639 ifrs-full:TopOfRangeMember 2021-01-01 2021-06-30 0001859639 czoo:NonAdjustingEventsMemberMember 2021-08-01 2021-08-31 0001859639 czoo:CazanaLimitedMember czoo:NonAdjustingEventsMemberMember 2021-09-02 0001859639 czoo:SMHFleetSolutionsLimitedMember czoo:NonAdjustingEventsMemberMember 2021-09-15 iso4217:GBP iso4217:GBP xbrli:shares xbrli:pure iso4217:EUR iso4217:USD xbrli:shares

Exhibit 99.2

 

Management’s Discussion and Analysis of Financial Condition
and Results of Operations

 

The following discussion and analysis provides information which Cazoo’s management believes is relevant to an assessment and understanding of Cazoo’s results of operations and financial condition.

 

This discussion and analysis should be read together with the unaudited condensed consolidated interim financial statements and related notes of Cazoo that are included elsewhere in this Form 6-K.

 

Unless otherwise stated, the information included in this section is based on Cazoo’s unaudited condensed consolidated interim financial statements prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS”) which may differ in material respects from generally accepted accounting principles in other jurisdictions, including U.S. GAAP.

 

In addition to historical financial information, this discussion and analysis contains forward-looking statements based upon current expectations that involve risks, uncertainties and assumptions. Actual results and timing of selected events may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under “Risk Factors” in our filings with the U.S. Securities and Exchange Commission (the “SEC”).

 

Certain figures, such as interest rates and other percentages included in this section, have been rounded for ease of presentation. Percentage figures included in this section have not in all cases been calculated on the basis of such rounded figures but on the basis of such amounts prior to rounding. For this reason, percentage amounts in this section may vary slightly from those obtained by performing the same calculations using the figures in Cazoo’s unaudited condensed consolidated interim financial statements or in the associated text. Certain other amounts that appear in this section may similarly not sum due to rounding.

 

Any reference to “we,” “us,” “Cazoo,” the “Company,” the “Group”, “management” and “our” as used herein refers to Cazoo Holdings Limited and its subsidiaries prior to the consummation of the Business Combination (as defined below) and references to “we,” “us,” “Cazoo,” and “our” refer to Cazoo Group Ltd and its subsidiaries subsequent to consummation of the Business Combination.

 

Overview

 

We are an online car retailer aiming to transform the car buying experience across the UK and Europe by allowing consumers to purchase, finance or subscribe to a car entirely online, for either delivery or collection. We seek to make buying a car as seamless as purchasing any other product online by providing improved selection, transparency, quality and convenience. As of June 30, 2021, we have sold more than 32,000 used cars to customers across the UK since our launch in the UK in December 2019.

 

We have recently expanded our business to include car subscription services in the UK, France and Germany, to offer a flexible alternative to traditional car ownership, and are already one of the leading consumer car subscription players in Europe with over 6,500 subscribers as of June 30, 2021. This expansion was achieved via our acquisitions of Drover Limited (UK and France) (“Drover”) and Cluno GmbH (Germany) (“Cluno”), completed in the first quarter of 2021, both of which are expected to be fully integrated into our platform over the next year, and we plan to launch the Cazoo proposition in France and Germany by the end of 2021. We also acquired Smart Fleet Solutions Limited (“Smart Fleet”), a vehicle refurbishment business located in the UK, in the first quarter of 2021, which allowed us to transition our vehicle reconditioning activities in the UK fully in house during the second quarter of 2021.

 

Subsequent to June 30, 2021, we have further expanded both our refurbishment capacity with our recent acquisition of SMH Fleet Solutions Limited (“SMH”), and our data team and capabilities with the acquisition of UK Vehicle Limited (“Cazana”). See “— Recent developments — Expansion of refurbishment capacity” and “— Recent developments — Data analytics.”

 

While the transactions discussed in the two preceding paragraphs were not significant to us in terms of their individual contribution to our consolidated revenue or assets, we believe they provide additional building blocks, together with organic growth, for expanding our geographic footprint, product and service offerings and infrastructure.

 

 

 

 

Due to our launch in the UK in December 2019, we have only a limited history of operating under non-pandemic business conditions.

 

We are highly data-driven and use proprietary data and algorithms to both purchase vehicles and to price them for sale. We had over 2,900 cars available for sale as of June 30, 2021, ranging from SUVs to hatchbacks, and including a wide range of electric and hybrid vehicles. We purchase the cars we believe are best suited for our customers and platform. Our buying strategy is led by consumer desirability. We use a data-driven approach, derived from a mix of our first party data (our website searches and intent to buy, sales volume, days to sale) and third-party data sources, to determine which cars to purchase. Our main objective is to ensure we have a wide breadth and balanced inventory based on consumer demand. We do not specialize in cars made by certain manufacturers and purchase decisions are not influenced by incentives provided by manufacturers or other third-parties. Each of our cars undergoes an inspection and is refurbished to a high standard at our reconditioning facilities before being offered for sale. Buyers can view high quality, 360-degree images as well as a car’s features and history on our website. We offer all standard forms of car financing, as well as the purchase of any part-exchanges (customer vehicles exchanged as partial payment for a Cazoo car) at the time of delivery or collection for added convenience. Every Cazoo car comes with a seven-day money-back guarantee in place of the test-drive consumers would typically have prior to a traditional car purchase. If a customer chooses to return their car during the seven-day period, we will collect it for free. Each car also comes with a seven-day free insurance policy and a free comprehensive 90-day warranty, including Royal Automobile Club (“RAC”) roadside assistance.

 

Since launching, our revenues have grown rapidly, amounting to £248.2 million for the six months ended June 30, 2021, with revenues increasing over 500% when compared to the six months ended June 30, 2020.

 

We are highly acquisitive by nature based on our business plan and have completed six strategic acquisitions since July, 2020 to accelerate our growth, enhance our infrastructure and expand our services. Our strategy is to continue to seek further acquisitions where they meet our strategic goals. As we are continuously looking for suitable acquisition targets, we regularly conduct due diligence and enter into non-binding letters of intent with possible targets, some of which may be material. In the past, we have utilized either a mix of cash and equity or all cash to acquire our targets and expect to continue to use either cash or equity, or both, in the future.

 

Our strategy is to significantly expand across Europe following our recent acquisitions of Drover and Cluno, with businesses in France and Germany, respectively. As of June 30, 2021, we had over 6,500 subscribers across the UK, Germany and France.

 

Prior to closing of the Business Combination, we had raised £445.6 million in funds from our shareholders. Our latest rounds of equity funding prior to closing of the Business Combination were completed during the financial year ending December 31, 2020. On March 23, 2020 we completed the Series C funding round initially raising £99.8 million followed by an extension to the funding round on June 23, 2020 raising an additional £25.2 million. On October 1, 2020 we completed our Series D funding round raising £239.1 million before fees. We use the capital we have raised to fund our operations, strategic acquisitions and growth plans including our new product portfolio and overseas expansion plans.

 

On March 29, 2021, Ajax I, a Cayman Islands exempted company (“Ajax”), Cazoo and Capri Listco, a Cayman Islands exempted company (“Listco”), entered into the Business Combination Agreement, as amended by the First Amendment thereto, dated as of May 14, 2021 (the “Business Combination Agreement”) which, among other things, provided that (i) Ajax would merge with and into Listco, with Listco continuing as the surviving company, and (ii) Listco would acquire all of the issued and outstanding shares of Cazoo via exchange for a combination of shares of Listco and cash consideration (the “Business Combination”).

 

Upon consummation of the Business Combination, shareholders of Ajax and Cazoo became shareholders of Listco, and Listco changed its name to “Cazoo Group Ltd.” Upon consummation of the Business Combination Class A ordinary shares, par value $0.001 per share (the “Class A Shares”) and warrants of Cazoo Group Ltd became listed on the NYSE under the symbols “CZOO” and “CZOO WS,” respectively. Upon closing of the Business Combination, we received proceeds of approximately $836 million, net of fees.

 

2

 

 

We classify our revenue into three main categories — Retail, Wholesale and Other sales. The revenue recognized throughout the periods presented in our unaudited condensed consolidated interim financial statements included elsewhere in this Form 6-K has materially arisen within the UK and represents a single operating and reportable segment.

 

Retail:    The sale of fully refurbished vehicles to retail customers is our largest stream of revenue. We primarily sell vehicles directly to our customers through our website www.cazoo.co.uk. Our website provides customers with a safe and easy way to purchase used cars online and since the launch of our business, we have experienced rapid growth in retail sales. The number of refurbished vehicles we sell to our retail customers is an important measure of our growth and our strategy is to continue to grow our market share and increase our retail units sold. During the six months ending June 30, 2021, revenue generated from retail sales through our platform was £207.9 million, with over 16,000 units sold.

 

Revenue for the six months ended June 30, 2021 excludes £7.5 million generated from the sale of vehicles as an agent for third parties. Only the net commission received from those sales is recorded within revenue. Cazoo is not a marketplace and all cars sold under this model continue to be refurbished, stored and marketed by Cazoo. Cazoo is also responsible for any returns or post-sales issues. The Group purchases vehicles in this way from time to time, where the makes and models may otherwise be unavailable.

 

Wholesale:    We also sell vehicles through car auctions to trade buyers and other customers. These vehicles are primarily those acquired from customers as part-exchanges that do not meet our quality standards to list and sell through as retail vehicles. During the six months ending June 30, 2021, revenue generated from wholesale was £12.8 million.

 

Other sales:    We also generate revenue from the provision of ancillary services, including vehicles finance, warranties, paint protection and car servicing. Customers purchasing vehicles from us may enter a contract for finance or enter a contract to extend their warranty after the initial 90-day inclusive period through our platform. We act as an agent and receive a commission for the arrangement of these contracts from the principal. At our customer centers, we also provide vehicle servicing products including interim, full and major servicing, MOT (Ministry of Transport) tests, general repairs and one-off checks and repairs. We also continue to carry out refurbishment of third-party vehicles at our vehicle preparation sites, including those acquired as part of the acquisition of Smart Fleet.

 

In the six months ending June 30, 2021, we have made strategic acquisitions such as Drover– a leading UK car subscription service company and Cluno — a leading Germany car subscription service company, to accelerate our launch into the subscription market in both the UK and in Europe. Through these acquisitions, we had over 6,500 subscribers in the UK, Germany and France as of June 30, 2021. Car subscription is a service in which customers may obtain a vehicle on a short-term rental basis as an alternative to owning a vehicle. The total revenue generated from other sales during the six months ending June 30, 2021 was £27.5 million and is included in Other sales.

 

Covid-19 pandemic

 

On January 30, 2020, the World Health Organization declared the COVID-19 outbreak a “Public Health Emergency of International Concern” and on March 11, 2020, declared it to be a pandemic. Our business has been affected by the COVID-19 pandemic which has resulted in changes to the operations of our customer centers and vehicle preparation centers. The nature of our business provides some protection against the negative effects of the COVID-19 pandemic given our digital platform and emphasis on home delivery, and we have been able to keep all of our customer centers open with restricted activities during the COVID-19 pandemic. However, we were required to pause our vehicle preparation and delivery activities for a number of weeks during March and April 2020 during the first national lockdown in the UK. As a result, our car inventory declined for a short period of time.

 

The full implications of the COVID-19 pandemic on our business depend on a number of factors, and therefore we cannot reasonably estimate the impact of the COVID-19 pandemic on the Group’s business, financial condition, results of operations and prospects at this time.

 

The COVID-19 pandemic may have an impact on consumer behavior and preferences in the medium to longer-term, including willingness to make large purchases such as vehicles. Furthermore, the temporary or permanent closure of traditional car dealerships during the course of the pandemic may have accelerated the adoption of online used car retailing. We anticipate the shift to online may continue to accelerate given consumers’ poor legacy experience with offline car dealerships and an increased consumer discovery of a new and better way of transacting for cars.

 

3

 

 

We have a limited history of operations under non-pandemic business conditions. We cannot predict the impact of a post-pandemic recovery on the economy, our customers, sources of vehicle inventory and other market participants, and on the continued adoption of online car retailing.

 

Recent developments

 

Our recent developments are discussed below:

 

The Business Combination

 

On August 26, 2021 we completed our business combination with Ajax, and, on August 27, 2021, the Class A Shares began trading under the new ticker symbol “CZOO”. Under the terms of the Business Combination Agreement, Ajax and Cazoo combined under a new holding company, Cazoo Group Ltd, which received proceeds of approximately $836 million, net of fees from the Business Combination. We expect to use the capital we have raised to fund our operations, strategic acquisitions and growth plans, including our overseas expansion plans.

 

Data analytics

 

We have recently enhanced our data team and capabilities with the acquisition of Cazana, completed on September 2, 2021. Cazana is the owner of one of the most comprehensive vehicle pricing datasets globally and one of the leading data insights platforms in the European automotive industry.

 

Founded in 2012, Cazana has grown to a team of more than 50 staff including data scientists and engineers headquartered in London. Cazana has built an extensive dataset of over 500 million historic vehicle transactions from a range of countries, including the UK, Germany, France, Spain and Italy, and its tools are used by car manufacturers, lenders, fleet owners and insurers.

 

Cazana’s products include real-time vehicle valuation, pricing and stock management tools, and our acquisition of Cazana will combine our market leading brand, proposition and platform with Cazana’s extensive data, products and expertise. We anticipate this deal will enhance our data team and capabilities and allow us to further optimize our car buying and pricing across the UK and Europe for the benefit of consumers.

 

Under the terms of the agreement we acquired Cazana for net consideration of approximately £25 million in cash.

 

Expansion of refurbishment capacity

 

We have further enhanced our refurbishment capacity with the recent acquisition of SMH on September 15, 2021. SMH is one of the UK’s leading vehicle preparation, logistics and storage businesses.

 

Established in 2003, SMH has a team of over 500 expert staff and has the capacity to process 70,000 vehicle refurbishments annually from five vehicle preparation sites across 136 acres in Bedford, Gloucester, Throckmorton, Worcester and St Helens. SMH also carries out over 150,000 vehicle movements per year with a team of over 300 logistics specialists as well as operating an online wholesale platform for used cars.

 

The combination of our world-class online retail platform and brand with SMH’s leading infrastructure and expertise will double our overall vehicle reconditioning, logistics and storage capabilities in the UK with 10 total sites across more than 265 acres, as well as providing us with an experienced team of hundreds of additional vehicle preparation and logistics specialists and our own digital wholesale platform.

 

We acquired SMH for approximately £70 million, net of cash acquired.

 

4

 

 

Purchasing cars directly from consumers

 

Subsequent to June 30, 2021, we have begun purchasing cars directly from consumers outside of part-exchanges. The new service gives sellers an offer within seconds that is guaranteed for seven days. Customers can either opt to have their car picked up from their home in 48 hours or drop the car off at their nearest Cazoo Customer Centre with payment made directly to the seller’s bank account on the same day.

 

This new vehicle supply source not only enables us to further diversify our sourcing mix but carries significant cost advantages. For example, purchasing vehicles at third-party auctions is competitive and, consequently, vehicle prices at third-party auctions tend to be higher than vehicle prices for vehicles sourced directly from consumers. We expect the cost advantages to contribute to our gross margin per unit development going forward.

 

Key trends and factors affecting the results of our operations

 

Our financial condition and results of operations have been, and will continue to be, affected by a number of key factors and trends. Management believes that we are well positioned to continue to transform the car buying experience across the UK and Europe. For a discussion of uncertainties and other factors that could affect our operating results see “Risk Factors” in our filings with the SEC. The key trends and factors affecting the results of our operations include the following:

 

Shift to online/e-commerce penetration

 

The purchase of used cars online has experienced significant growth, driven primarily by a shift in the buying patterns of customers. We are one of a handful of online car retail specialists offering a fully digital journey in the UK, and through our data-driven marketing efforts we continue to pioneer the shift to online car buying in the UK with customers across the country embracing the transparency and convenience of buying used cars entirely online. We believe that our high growth in volumes is primarily driven by customer appetite for our online exclusive proposition. We also believe that the e-commerce penetration rate for buying and selling used vehicles online may continue to increase as we see a strong demand-driven rationale for growth. Our ability to continue to benefit from this customer shift will be an important driver of our future performance.

 

We believe that the pool of potential online buyers is growing and that used car buyers have an increasing propensity to purchase their next car online. Our continued growth in retail unit sales depends on our ability to capitalize on the growing trend of car purchases entirely online.

 

As with other retail marketplaces, the shift from offline to online accelerated in 2020 due to COVID-19. Vehicle sales have shifted to online platforms during the pandemic as car buyers practice social distancing. The COVID-19 pandemic has increasingly driven customers to research for used cars online and also heightened demand for cars as people look for ways to travel while avoiding other people.

 

However, the shift to online has also seen an increased focus on the online channel from traditional offline market participants, including dealerships and automotive manufacturers. Some traditional dealerships have started to transition to a hybrid model, supplementing their offline offering with online and phone purchases. However, for these dealers, the majority of the purchase journey remains offline. We believe that we may continue to benefit from the acceleration to online buying because customers see clear advantages of our online exclusive proposition particularly around the range of cars available online, transparency and convenience.

 

As the online channel continues to grow, our strategy is to continue to invest in marketing, operations and logistics to grow our brand awareness, online engagement and market share. Our extensive marketing activities are driving our brand recognition. Our aggregate marketing spend has significantly increased in 2020 and we will continue to invest in brand marketing as we believe that investment in marketing and advertising will drive additional demand and sales on our website in the near future.

 

Inventory sourcing

 

We strategically source inventory from three channels: primarily from auction and corporate relationships and to a lesser extent, from consumer directly. Because the quality of vehicles and associated gross margin profile vary across each channel, the mix of inventory sources has an impact on our profitability.

 

5

 

 

We continually evaluate the optimal mix of sourcing channels and strive to source vehicles in a way that maximizes our average gross profit per unit and improves our unit economics. For example, purchasing vehicles at third-party auctions is competitive and, consequently, vehicle prices at third-party auctions tend to be higher than vehicle prices for vehicles sourced directly from consumers. Accordingly, as part of our sourcing strategy, we seek to increase the percentage of vehicle sales that we source from consumers. We currently acquire only a small percentage of used vehicles directly from consumers, however we expect that our expanded purchasing from consumers will increase the availability of suitable vehicle inventory at attractive commercial costs. Subsequent to June 30, 2021, we have begun purchasing cars directly from consumers outside of part-exchanges.

 

We believe our ability to increase the percentage of inventory sourced directly from customers will depend on the popularity and success of our ecommerce platform. We expect that as customers experience the convenience of our platform to sell or trade in their used vehicles, the percentage of inventory we source directly from consumers may continue to grow and we expect this would positively impact our profitability.

 

With the launch of our car subscription service, we have added an additional sourcing channel. Once the cars reach the end of their final subscription period, we are able to resell through our retail or wholesale channels. We anticipate that these cars will have a relatively higher margin given their age, profile and oversight of the vehicles through the subscription period.

 

The supply of vehicles to the market continues to be impacted by the global shortage of automobile microchips. See “Risk Factors ⸺ Risks Related to Cazoo’s Business ⸺ The Group’s business is dependent upon access to suitable vehicle inventory for resale to customers. Obstacles to acquiring suitable inventory for resale to customers, whether because of supply, competition, or other factors, could have a material adverse effect on the Group’s business, financial condition, results of operations and prospects” incorporated by reference in Item 3.D. of our Shell Company Report on Form 20-F.

 

Inventory financing

 

Our growth as an online specialist depends on having the right volume and range of inventory on our website. Accordingly, we believe that having the appropriate volume and mix of vehicle inventory is fundamental to our ability to drive revenue growth. The continued growth of our vehicle inventory requires a number of important factors, including the ability to finance the acquisition of inventory at competitive rates and source high quality vehicles across various acquisition channels nationwide.

 

The availability and cost of financing for vehicle purchases is a significant factor affecting our results of operations. Stocking loans are used specifically to finance the purchase of inventory and typically cover 90% of the car value for an average of 180 days from inception of the loan. The availability of stocking loans provides us with the flexibility to finance our inventory while maximizing liquidity available in the business.

 

Our ability to continue to access financing at affordable rates to purchase the required mix and selection of inventory is an important factor for our future performance. Subsequent to June 30, 2021, we have increased our total availability of funding facilities in both the UK and Europe.

 

Vehicle preparation capacity

 

We have the capacity to fully recondition all our cars in the UK in-house and carry out a 300-point inspection before offering them for sale on our website. Our ability to recondition purchased vehicles to our quality standards is a critical component of our business. We believe that our future success will depend on our ability to expand and optimize our reconditioning capacity to meet the quality expectations of customer demand on our website.

 

At commencement of our operations, we worked with a partner to refurbish our vehicles for sale. On July 15, 2020, we acquired Imperial Car Supermarkets Limited (“Imperial”), one of the largest independent used car retailers in the UK. We acquired Imperial in order to obtain its infrastructure and properties, including Imperial’s main vehicle preparation center, rather than to continue Imperial’s physical retailing operation. This acquisition helped to expand our reconditioning capacity, providing Cazoo with two additional vehicle preparation centers, with the main refurbishment facility having the capacity to recondition up to 50,000 cars per year. Imperial retail business was closed on October 1, 2020 and has been treated as a discontinued operation in our audited consolidated financial statements for the year ended December 31, 2020 incorporated by reference in our Shell Company Report on Form 20-F. See the section entitled “— Results of operations” below and Note 12 of our audited consolidated financial statements incorporated by reference in our Shell Company Report on Form 20-F for further details.

 

6

 

 

With the acquisitions of Smart Fleet and SMH, we have further expanded and intend to continue expanding our in-house refurbishment capacity (see “— Recent developments — Expansion of refurbishment capacity” and Note 4 to our unaudited condensed consolidated interim financial statements included elsewhere in this Form 6-K for further details). It is our strategy to continue to utilize our technology, proprietary data and industry experience to strategically select reconditioning locations where we believe there would be the highest supply and customer demand for our vehicles. We believe that our expanded reconditioning capacity and technology will lower our reconditioning costs per unit and drive greater efficiency, higher gross margins per unit and improved unit economics.

 

Technology and data

 

We continue to invest in the data, information technology and security infrastructure, as well as in the core technology-based systems used to drive and support our business. The customer experience on our website is critical to attracting unique users to our platform, converting such visitors into customers and increasing new customers through referrals. Accordingly, we believe that our ability to make our platform an attractive choice for customers and create a more tailored website experience based on our functionalities and offerings, tailored to customer preferences, may drive higher customer conversion rates.

 

We believe we have created a unique, best in-class customer experience and have built a brand with market leading execution, proprietary data and technology and a world class team. This gives our customers a fully end-to-end digital buying experience with the entire purchasing journey taking place online. We continue to incur expenditure on research and development to develop new products and enhance our existing technology platform.

 

Additionally, our ability to accurately forecast pricing and customer demand for specific types of vehicles is critical to sourcing high quality, high-demand vehicles. This ability is enabled by our proprietary data that leverages the vast amount of information at our disposal to adjust our supply and sourcing models. We plan to continue to invest in technology and infrastructure to support growth in retail units sold on our website. We believe our future revenue growth will also depend on the ways in which we predict customer demand through constant improvement and investment in technology and data.

 

With the acquisition of Cazana in September 2021, we have further enhanced our data team and capabilities. This will enable us to further optimize our car buying and pricing across the UK and Europe for the benefit of consumers.

 

Key performance indicators

 

We regularly monitor the following key performance indicators to help evaluate our business and trends, identify near-term and longer-term risks and opportunities, measure our performance, prepare financial projections and make strategic decisions. We believe these operational measures are useful in evaluating our performance, in addition to our financial results prepared in accordance with IFRS.

 

The calculation of our key operating and financial metrics is straightforward and does not rely on significant projections, estimates or assumptions. Nevertheless, there are limitations inherent within these calculations, and these measures may not be comparable to other performance measures used by our competitors. Each of our key operating and financial metrics focuses specifically on only one standard by which to evaluate our business, without taking into account other applicable standards, performance measures or operating trends by which our business could be evaluated. Accordingly, no single metric should be viewed as the indicator by which our business should be measured. Rather, each key operating and financial metric should be considered in conjunction with other metrics and components of our results of operations.

 

These operating and financial metrics should be read in conjunction with the following discussion of our results of operations and together with our unaudited condensed consolidated interim financial statements and related notes included elsewhere in this Form 6-K.

 

    Six months Ended June 30,     Variance  
    2021     2020     Change     %  
Retail units sold     16,557       3,234       13,323       412 %
Gross profit/(loss) per unit   £ 315     £ (355 )   £ 670       -  
Average monthly unique users     1,548,191       449,734       1,098,457       244 %
Inventory units available on website     2,882       1,759       1,123       64 %

 

Retail units sold

 

Retail units sold is defined as the number of vehicles sold through our website and delivered to customers, net of returns under our 7-day money back guarantee program. Retail units sold excludes vehicles sold through our wholesale channel. Our retail business is the core proposition of our business and as we continue to expand, we expect that retail units sold will be the primary driver of our revenue growth. Additionally, each vehicle sale through our website also creates the opportunity to leverage such sales to sell other ancillary products. We anticipate that continued retail sales growth will also increase the number of trade-in vehicles acquired from our customers, which we can either recondition and add to our inventory or sell through our wholesale channel.

 

7

 

 

Retail units sold for the six months ended June 30, 2021 was 16,557 units compared to 3,234 retail units sold for the six months ended June 30, 2020. Retail units sold increased throughout the period, which was primarily a result of our continued investment in brand and marketing, and our continued website optimization.

 

Gross profit/(loss) per unit

 

This metric is defined as the aggregate retail sales price and ancillary revenues (including financing commission, warranty commission, paint protection and any add-ons) from all vehicles sold through our website in a given period, less the aggregate costs to acquire those vehicles, the aggregate costs of inbound transportation to the vehicle preparation centers, auction fees, the aggregate costs of reconditioning those vehicles, costs of providing insurance, warranty, fuel and other direct costs associated with providing the car to the customer, divided by the number of retail units sold in that period. This is an important metric that we use to record and forecast the performance and trends of our core retail business. There are a number of drivers of this metric including our purchasing mix, cost of refurbishment, days to sale, our finance attachment rate and the number of new ancillary products.

 

For the six months ended June 30, 2021, gross profit per unit was £315, compared to gross loss per unit of £355 for the six months ended June 30, 2020. The improvement to now achieving a gross profit per unit was primarily due to a significant increase in retail units sold, refurbishment efficiencies, reducing days to sale and growing ancillary services.

 

As our business continues to expand, our business plan is to continue to our grow gross profit per unit, leveraging improvements discussed above.

 

Average monthly unique users

 

This metric is defined as the average number of individuals who access our website within a calendar month, based on data provided by Google Analytics. We calculate the average monthly unique visitors over any period by dividing the aggregate monthly unique visitors during such period by the number of months in that period. This metric is used to measure the quality of our customer experience, the effectiveness of our marketing campaigns and customer acquisition as well as the strength of our brand and market penetration, which can then be turned into a retail sale.

 

The computation of average monthly unique visitors excludes individuals who access our platform multiple times within a calendar month, counting such individuals only one time for purposes of the calculation. If an individual accesses our website using different devices or different browsers on the same device within a given month, the first access through each such device or browser is counted as a separate monthly unique visitor.

 

Our average monthly unique users during the six months ended June 30, 2021 was 1,548,191 users, compared to 449,734 users during the six months ended June 30, 2020. The increase in the average monthly unique visitors was primarily due to our investment in marketing and the increased brand recognition.

 

8

 

 

Inventory units available on website

 

Inventory units available on website represents the total number of vehicles available for sale and subscription on our website on the last day of each reporting period. This may lead to volatility when comparing one period to another. It is important to ensure we have enough inventory to cater to the majority of customers based on customer demand and in the way they choose to purchase - purchase, finance or subscribe.

 

Inventory units available on website is a key indicator of our performance because we believe that the number of vehicles listed on our platform is a key driver of vehicle sales and revenue growth. Increasing the number of vehicles listed on our website results in a greater selection of vehicles for our customers, creating demand and increasing conversion.

 

Our inventory units available on website increased to 2,882 units as of June 30, 2021, from 1,759 units as of June 30, 2020. The 1,123 increase in units was primarily driven by the increased demand from our customers, driving the need for a larger depth and breadth of vehicles on offer on our website.

 

Key components of our operating results

 

Revenue

 

Revenue is recorded for the sale of used vehicles (retail and wholesale) as well as the provision of services (other sales). We recognize revenue net of VAT.

 

Retail — We sell refurbished vehicles directly to customers primarily through our platform. Customers include both consumers and businesses. The prices of vehicles are included in customer contracts at stand-alone selling prices, which are agreed prior to delivery. We recognize revenue when we satisfy our performance obligations for vehicle sales. The amount we recognize as revenue is 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. We reflect the changes in these estimates as an adjustment to revenue in the period identified. The amount of consideration received for vehicles includes non-cash consideration which represents the value of part-exchange vehicles, if applicable, as stated in the contract.

 

Wholesale — We sell vehicles through car auctions to trade buyers and other customers. The vehicles sold to trade buyers are primarily acquired from customers as part-exchanges that do not meet the Cazoo criteria or standards to list and sell on our retail platform. We recognize revenue when we satisfy our performance obligation for the wholesale vehicle sales.

 

Other sales — Customers purchasing vehicles from us may enter into a contract for finance through our platform and/or enter into a contract to extend their warranty after the initial 90-day inclusive period. We receive commissions for the arrangement of these contracts from the principal. We recognize 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.

 

At our customer centers, vehicle servicing products are offered including interim, full and major servicing, MOT tests, general repairs and one-off checks and treatments. We recognize revenue from such services when we satisfy our performance obligations, which is at the point the agreed work is completed.

 

Revenue from the Cazoo Subscription Service is also included within ‘Other sales’. The Cazoo Subscription Service allows customers to subscribe for a vehicle over a period of time for a monthly fee as an alternative to ownership. Revenue from the Cazoo Subscription Service is recognized under IFRS 16 and as such is recognized on a straight-line basis over the contract period and presented as part of ‘other revenue’ within the breakdown of revenue in the statement of profit or loss.

 

Revenue from provision of related services such as maintenance and breakdown and additional charges are recognized in accordance with IFRS 15 – overtime, as the services are provided

 

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.

 

9

 

 

Vehicle reconditioning costs are the direct and indirect costs associated with preparing the vehicles for resale on our website and typically include the cost of parts, labor and inbound transportation costs.

 

Our 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.

 

Marketing expenses

 

These primarily relate to the cost of advertising through various platforms, including brand marketing, digital marketing, media costs, agency and production costs, and other promotional expenses such as sponsorships. Our marketing expenditure also include public relation costs and costs of any customer incentives.

 

Selling and distribution expenses

 

Selling and distribution costs mainly relate to the salaries and wages of our employees engaged in the transportation of vehicles, costs incurred in relation to the storage and transportation of vehicles and payment gateway fees. The depreciation charges of vehicle preparation centers and right of use assets (transporters) are also included in the selling and distribution expenses.

 

Administrative expenses

 

Administrative expenses comprise staff related costs (excluding sales and distribution staff costs), property costs, information technology, external professional services and other general administrative costs.

 

Our administrative expenses also include depreciation and amortization charges. Amortization is in relation to capitalized development costs, leasehold improvements, software, domain name and other intangible assets. Depreciation expenses mainly relate to the depreciation of offices and customer centers. These costs are amortized or depreciated over their useful economic lives.

 

We operate an equity-settled share-based incentive scheme and our share-based charges are included as part of administrative expenses.

 

Specifically, for the six months ended June 30, 2021, our administrative expenses included certain exceptional costs which were incurred primarily in relation to the Business Combination and recent acquisition of subsidiaries.

 

Finance income

 

Finance income relates to interest income receivable on bank deposits.

 

Finance expense

 

Our finance expense consists primarily of interest incurred on stocking facilities and lease interest accretion.

 

10

 

 

Tax credit

 

Tax credit relates to deferred tax. A deferred tax liability arises due to a purchase price adjustment on the acquisition of subsidiaries where the fair value of intangible assets exceeded the tax basis in the subsidiaries. A deferred tax asset on losses is only recognized to the extent that it reduces the deferred tax liability arising to nil due to uncertainty of recoverability. No income tax expense has been recognized as we were in a loss-making position through the six months ended June 30, 2021.

 

Results of operations

 

Six Months Ended June 30, 2021 compared to Six Months Ended June 30, 2020

 

   

Six months
ended June 30,
2021

    Six months
ended June 30,
2020
    Variance  
    £’000     £’000     £’000     %  
Continuing operations                        
Revenue     248,209       39,945       208,264       521 %
Cost of sales     (236,850 )     (41,381 )     (195,469 )     472 %
Gross profit/(loss)     11,359       (1,436 )     12,795       891 %
Marketing expenses     (29,355 )     (10,354 )     (19,001 )     184 %
Selling and distribution expenses     (20,389 )     (5,298 )     (15,091 )     285 %
Administrative expenses     (69,427 )     (13,236 )     (56,191 )     425 %
Loss from operations     (107,812 )     (30,324 )     (77,488 )     256 %
                                 
Finance income     166       185       (19 )     10 %
Finance expense     (1,793 )     (627 )     (1,166 )     186 %
                                 
Loss before tax     (109,439 )     (30,766 )     (78,673 )     256 %
                                 
Tax credit     7,326             7,326        
                                 
Loss for the period     (102,113 )     (30,766 )     (71,347 )     232 %

 

Revenue

 

The following table summarizes our revenue for the periods presented:

 

    Six months
ended June 30,
2021
    Six months
ended June 30,
2020
    Variance  
    £’000     £’000     £’000     %  
Retail     207,948       36,902       171,046       464 %
Wholesale     12,774       2,509       10,265       409 %
Other sales     27,487       534       26,953       5,047 %
      248,209       39,945       208,264       521 %

 

Revenue has increased by £208.3 million for the six months ended June 30, 2021, compared to the six months ended June 30, 2020, primarily due to increased online orders and rapid expansion of our business.

 

Retail revenue has increased by £171.0 million for the six months ended June 30, 2021, compared to the six months ended June 30, 2020. This is due to an increase in the number of used vehicles sold on our website, from 3,234 during the six months ended June 30, 2020, to 16,557 during the six months ended June 30, 2021, driven by a significant investment in advertising and marketing, the depth and breadth of our inventory levels, increased brand awareness, customer referrals and product enhancements and other activities.

 

Wholesale revenue has increased by £10.3 million for the six months ended June 30, 2021, compared to the six months ended June 30, 2020, as the number of part-exchange cars received from customers has grown with retail sales.

 

Other sales have increased by £27.0 million for the six months ended June 30, 2020, compared to the six months ended June 30, 2020. The increase was driven by the expansion of our panel of partners for our finance offering, as well as by the launch of new products, including car subscriptions, remarketing, extended warranties and paint protection.

 

11

 

 

Revenue excludes £7.5 million generated from the sale of vehicles as an agent for third parties. Only the net commission received from those sales is recorded within revenue. Cazoo is not a marketplace and all cars sold under this model continue to be refurbished, stored and marketed by Cazoo. Cazoo is also responsible for any returns or post-sales issues. The Group purchases vehicles in this way from time to time, where the makes and models may otherwise be unavailable.

 

Cost of sales

 

The following table summarizes our cost of sales for the periods presented:

 

   

Six months

ended June 30,
2021

    Six months
ended June 30,
2020
    Variance  
    £’000     £’000     £’000     %  
Vehicle purchases     190,281       36,768       153,513       418 %
Reconditioning and other costs     46,569       4,613       41,956       910 %
      236, 850       41,381       195,469       472 %

 

Cost of sales have increased by £195.5 million for the six months ended June 30, 2021, compared to the six months ended June 30, 2020, primarily due to an increase in vehicle purchases due to the rapid expansion and growth of our business. Vehicle purchases increased by £153.5 million for the six months ended June 20, 2021, compared to the six months ended June 30, 2020, primarily due to an increase in the level of inventory purchases from corporate companies, auctions and customers. Similarly, reconditioning and other costs increased by £42.0 million for the six months ended June 30, 2021, compared to the six months ended June 30, 2020, as a result of an increase in the number of cars requiring reconditioning before being listed on our website, and the costs of providing warranties and drive away insurance for cars sold.

 

Vehicle purchases includes the cost of wholesale units disposed of. The refurbishment of third-party vehicles and the deprecation charge of subscription vehicles are included within reconditioning and other costs.

 

Marketing expenses

 

The following table summarizes our marketing expenses for the periods presented:

 

   

Six months
ended June 30,
2021

    Six months
ended June 30,
2020
    Variance  
    £’000     £’000     £’000     %  
Brand marketing     19,606       7,082       12,524       177 %
Digital marketing     7,965       3,017       4,948       164 %
Other costs     1,784       255       1,529       600 %
      29,355       10,354       19,001       184 %

 

Marketing expenses have increased by £19.0 million for the six months ended June 30, 2021, compared to the six months ended June 30, 2020, primarily due to a significant increase in advertising spend and promotion of the Cazoo brand to generate customer awareness.

 

Brand marketing expenses have increased by £12.5 million for the six months ended June 30, 2021, compared to the six months ended June 30, 2020, primarily due to increased media costs and sponsorships which help to promote the Cazoo brand for the present and future. Sponsorships have increased by £7.0 million for the six months ended June 30, 2021, compared to the six months ended June 30, 2020, primarily due to significant English Premier League football sponsorships. In 2021 we have extended our sponsorships to include snooker, cricket, rugby league, rugby union, golf, darts and horse-racing.

 

Digital marketing expenses have increased by £4.9 million for the six months ended June 30, 2021, compared to the six months ended June 30, 2020, reflecting increased pay-per-click marketing and aggregator costs, which both drive short-term website traffic and have an impact on orders in the near-term.

 

12

 

 

Selling and distribution expenses

 

The following table summarizes our selling and distribution expenses for the periods presented:

 

   

Six months
ended June 30,
2021

    Six months
ended June 30,
2020
    Variance  
    £’000     £’000     £’000     %  
Staff costs     8,276       2,070       6,206       300 %
Transportation and storage costs     5,187       1,650       3,537       214 %
Depreciation and amortization     2,707       1,040       1,667       160 %
Other costs     4,219       538       3,681       684 %
      20,389       5,298       15,091       285 %

 

Selling and distribution expenses have increased by £15.1 million for the six months ended June 30, 2021, compared to the six months ended June 30, 2020, primarily due to an increase in personnel-related costs (selling and distribution staff) by £6.2 million, due to a significant increase in head count in the six months ended June 30, 2021, to help support the expansion and growth of the Cazoo business.

 

Transportation and storage costs increased by £3.5 million for the six months ended June 30, 2021, compared to the six months ended June 30, 2020, primarily due to an increase in the fleet of transporters, resulting in increases in fuel and mileage, insurance and other costs incurred in the outbound transportation of vehicles, and a significant increase in inventory during the period.

 

Depreciation costs increased by £1.7 million for the six months ended June 30, 2021, compared to the six months ended June 30, 2020, reflecting an increase in the number of transporters and vehicle preparation centers owned and used. Depreciation costs are expected to increase as we continue to grow the number of customer centers, vehicle preparation centers and transporters.

 

Administrative expenses

 

The following table summarizes our administrative expenses for the periods presented:

 

   

Six months
ended June 30,
2021

    Six months
ended June 30,
2020
    Variance  
    £’000     £’000     £’000     %  
Staff costs     21,195       7,470       13,725       184 %
Office and Property costs     5,615       1,120       4,495       401 %
Technology and other costs     8,137       2,850       5,287       186 %
Depreciation and amortization     10,975       1,470       9,505       647 %
Share based payments     12,688       326       12,362       3,792 %
Exceptional costs     10,817       -       10,817        
      69,427       13,236       56,191       425 %

 

13

 

 

The total administrative costs have increased by £56.2 million for the six months ended June 30, 2021, compared to the six months ended June 30, 2020, primarily due to:

 

an increase in personnel-related costs of £13.7 million, due to an increase in head count across all administrative functions to help support the expansion and growth of the Cazoo business;

 

an increase in share-based payments by £12.4 million, reflecting the higher head count, larger number of outstanding options and increases in share price used to determine the fair value of such grants;

 

an increase in depreciation and amortization costs of £9.5 million, reflecting the amortization of intangibles from acquisitions, and an increase in the number of transporters and customer centers; and

 

exceptional costs of £10.8 million, primarily related to transaction costs of £4.4 million incurred in the acquisition of subsidiaries; and transactions costs of £6.4 million incurred in relation to the Business Combination.

 

Following completion of the Business Combination, we expect to incur additional costs associated with operating as a public company which will consequently impact the result of our future operations. We expect that these will include additional legal, accounting, administrative and other costs.

 

Finance income

 

Finance income has remained flat at £0.2 million for the six months ended June 30, 2021 compared to the six months ended June 30, 2020

 

Finance expenses

 

Our finance expenses are interest on stocking loans and lease interest accretion. The table below is a summary of the amount recognized for the periods presented:

 

   

Six months
ended June 30,
2021

    Six months
ended June 30,
2020
    Variance  
    £’000     £’000     £’000     %  
Finance expense                        
Bank interest payable     1,233       425       808       190 %
Lease interest accretion     560       202       358       177 %
Total finance expense     1,793       627       1,166       186 %

 

Finance expenses have increased by £1.2 million for the six months ended June 30, 2021, compared to the six months ended June 30, 2020. Bank interest payable increased by £0.8 million primarily due to an increase in stocking loans to match higher inventory. The increase in the lease interest accretion by £0.4 million was driven by an increase in the number of leasehold properties and transporters.

 

Tax credit

 

Tax credit increased by £7.3 million for the six months ended June 30, 2021, compared to six months ended June 30, 2020. A deferred tax liability arises due to a purchase price adjustment on the acquisition of subsidiaries where the fair value of intangible assets exceeded the tax basis in the subsidiaries. A deferred tax asset on losses is only recognized to the extent that it reduces the deferred tax liability arising to nil due to uncertainty of recoverability.

 

Non-IFRS financial measures

 

In addition to our results determined in accordance with IFRS, we believe that Adjusted EBITDA provides useful information for management and investors to assess the underlying performance of the business as it removes the effect of certain non-cash items and certain charges that are not indicative of our core operating performance or results of operations. We believe that non-IFRS financial information, when taken collectively with financial measures prepared in accordance with IFRS, may be helpful to investors because it provides an additional tool for investors to use in evaluating our ongoing operating results and trends and because it provides consistency and comparability with past financial performance. However, our management does not consider non-IFRS measures in isolation or as an alternative to financial measures determined in accordance with IFRS.

 

Adjusted EBITDA is presented for supplemental informational purposes only, has limitations as an analytical tool and should not be considered in isolation from, or as a substitute for, the analysis of other IFRS financial measures, such as net loss. Some of the limitations of Adjusted EBITDA include that it does not reflect the impact of working capital requirements or capital expenditures and other companies in our industry may calculate Adjusted EBITDA differently, or use a different accounting standard such as U.S. GAAP, which limits its usefulness as a comparative measure.

 

14

 

 

“Adjusted EBITDA” is defined as loss for the period adjusted for the impact of tax credit, finance income, finance expense, depreciation, amortization, share based payment expense and exceptional costs which do not relate to our core operations.

 

The table below presents a reconciliation of loss for the period, the most comparable IFRS measure to Adjusted EBITDA for the periods presented.

 

   

Six months
ended June 30,
2021

    Six months
ended June 30,
2020
 
    £’000     £’000  
Loss for the period     (102,113 )     (30,767 )
Adjustments:                
Tax credit     (7,326 )     -  
Finance income     (166 )     (185 )
Finance expense     1,793       627  
Depreciation     10,531       2,053  
Amortization     4,618       457  
Share based payment expense     12,688       326  
Exceptional costs(1)     10,817       -  
Total adjustments     32,955       3,278  
Adjusted EBITDA     (69,158 )     (27,489 )

 

 

(1) Exceptional costs are primarily related to transaction costs incurred in relation to the acquisition of subsidiaries and the Business Combination. Specifically, £6.4 million was incurred in relation to the Business Combination and £4.4 million was incurred as transaction costs in relation to the acquisition of subsidiaries.

 

Liquidity and Capital Resources

 

Our primary sources of liquidity and capital resources comes from raising £445.6 million in funds from shareholders since incorporation in October 2018 which has funded the growth of Cazoo to date, and from the proceeds from the recently completed Business Combination. Our primary uses of liquidity have been our operations.

 

As of June 30, 2021, we had cash and cash equivalents of £60.3 million. Upon closing of the Business Combination on August 26, 2021 we received $836 million of proceeds, net of fees. We believe that our cash on hand, and available borrowing capacity under stocking loans and borrowings, will be adequate to meet our liquidity requirements for at least the 12 months following the date of this Form 6-K. Our future capital requirements will depend on several factors, including increasing our marketing expenditures to improve our brand awareness, expanding our geographical footprint, building and maintaining our inventory of quality vehicles, developing new products or services, further improving existing products and services, enhancing our operating infrastructure and acquiring complementary businesses and technologies. If these sources of liquidity are not sufficient to fully fund our future capital requirements, including any acquisitions, or due to unforeseen circumstances, we may need to engage in equity or debt financings to secure additional funds, however, additional funds may not be available on terms acceptable to us, if at all.

 

As of June 30, 2021, we had loans and borrowings of £185.9 million including stocking loans of £116.2 million, mortgages of £2.3 million and lease liabilities of £60.3 million. Our business model relies on having a large inventory of cars available on our platform to have a broad offering to prospective customers. To fund the working capital required to maintain high levels of inventory, we enter into stocking loan arrangements. Under a stocking loan arrangement, a bank will take the legal title of cars held in Cazoo’s stock and provide a loan relative to the value of the car. Our stocking loans at June 30, 2021 do not contain financial or other restrictive covenants. The loans charge a rate of interest at a base rate plus a margin. In 2021 base rate references to LIBOR have been replaced with Bank of England base rate. As of June 30 2021, we also held £2.3 million of mortgages secured against freehold property.

 

15

 

 

Cash flows

 

The following table shows a summary of our unaudited condensed consolidated cash flows for the six months ended June 30, 2021 and June 30, 2020.

 

    Six months
ended June 30,
2021
    Six months
ended June 30,
2020
 
    £’000     £’000  
Net cash provided by (used in):            
Operating activities     (55,489 )     (31,256 )
Investing activities     (119,190 )     (1,255 )
Financing activities     (8,498 )     120,828  
Net (decrease) increase in cash and cash equivalents     (183,177 )     88,317  

 

Operating activities

 

Our primary sources of operating cash flows result from the sale of retail vehicles, wholesale vehicles and other services we provide to customers. Our primary uses of cash from operating activities are purchases of inventory, vehicle reconditioning costs, customer acquisition costs and personnel-related expenses.

 

During the six months ended June 30, 2021, cash used in operating activities was £55.5 million (£31.3 million for the six months ended June 30, 2020). The primary factors affecting operating cash flows during the period were a net loss of £102.1 million (£30.8 million for the six months ended June 30, 2020), adjustments for non-cash items of £22.1 million (£3.3 million for the six months ended June 30, 2020), movements in working capital of £24.3 million (£3.9 million for the six months ended June 30, 2020) and interest income of £0.2 million (£0.2 million for the six months ended June 30, 2020) received on bank deposits.

 

Our non-cash items include depreciation and amortization and share based charges.

 

Movements within working capital include the purchase of inventory, which is financed through stocking loans classified separately within financing activities. £12.3 million of the cash used in working capital was attributable to the increase in inventory for the six months ended June 30, 2021 (£3.1 million for the six months ended June 30, 2020). The remaining movement in working capital was due to movements in trade and other receivables and trade and other payables.

 

Investing activities

 

Net cash used in investing activities was £119.2 million for the six months ended June 30, 2021 (£1.3 million for the six months ended June 30, 2020).

 

The net cash used in investing activities during the six months ended June 30, 2021 was primarily attributed to the acquisition of subsidiaries for £79.7 million net of the cash acquired, additions to property plant and equipment of £34.7 million, as well as additions to intangible assets of £4.8 million.

 

Financing activities

 

Net cash used in financing activities was £8.5 million for the six months ended June 30, 2021 while the net cash provided by financing activities was £120.8 million for the six months ended June 30, 2020.

 

The net cash used in financing activities during the six months ended June 30, 2021 was primarily attributed to lease payments and the repayment of stocking loans and mortgages. No ordinary shares were issued during the six months ended June 30, 2021. The net cash from financing in the six months ended June 30, 2020 arose from funds received on the issue of ordinary shares.

 

16

 

 

Contractual obligations and commitments

 

There have been no material changes in our contractual obligations during the six months ended June 30, 2021, except as it relates to the debt repayment and refinancing which is described in further detail in Note 10, Loans and borrowings, within the Cazoo unaudited condensed consolidated interim financial statements appearing elsewhere in this Form 6-K.

 

Off balance sheet arrangements

 

As of June 30, 2021, we did not have any off-balance sheet financing arrangements, as defined in Item 303(a)(4)(ii) of Regulation S-K.

 

Critical accounting policies and estimates

 

There have been no material changes in our critical accounting policies and procedures during the six months ended June 30, 2021, except as it relates to the significant accounting policy related to the recognition of retail and other revenue as described in Note 2, within the Cazoo unaudited condensed consolidated interim financial statements appearing elsewhere in this Form 6-K. For a detailed discussion of our critical accounting policies and estimates, refer to our audited consolidated financial statements incorporated by reference in our Shell Company Report on Form 20-F.

 

New and amended standards and interpretations

 

Recently issued accounting pronouncements that may be relevant to our operations but have not yet been adopted are outlined in Note 2, Basis of Presentation, within the Cazoo unaudited condensed consolidated interim financial statements appearing elsewhere in this Form 6-K.

 

Quantitative and Qualitative Disclosures about Market Risk

 

We are exposed to market risk in the ordinary course of business. Market risk represents the risk of loss that may impact our financial position due to adverse changes in financial market prices and rates. Our market risk exposure is primarily a result of fluctuations in interest rates. We do not hold or issue financial instruments for speculative or trading purposes.

 

Interest rate risk

 

Interest rate risk is the risk that changes in interest rates will affect our income and financial management. We are exposed to interest rate risk mainly through our stocking facilities where interest, in the period ended June 30, 2020, was charged in reference to a base interest rate. However, our exposure to interest rate risk is minimal since we were in a net cash position at June 30, 2021 and December 31, 2020, and therefore able to reduce exposure through repayment of the facilities. We do not hedge against interest rate risk. In 2021 all base rate references to LIBOR have been replaced with Bank of England base rate.

 

The following table demonstrates the sensitivity to a reasonably possible change in interest rates on the stocking loans during the six months ended June 30, 2021, the only element of loans and borrowings impacted by variable interest rates. With other variables held constant, our profit before tax was affected through the impact on floating rate borrowings, as follows:

 

    Increase/
decrease in
basis points
    Effect on
profit
before tax
 
          £’000  
IBOR     +100       731  
IBOR     -100       (731 )

 

17

 

 

Foreign currency risk

 

We have foreign currency risks related to certain expenses in Euros and US dollars. We do not currently hedge against currency risk through the use of financial instruments such as foreign currency swaps. However, we may look to do this in the future as appropriate. We do not believe that a 10% change in the relative value of the Pounds Sterling to other foreign currencies would have a material effect on our cash flows and operating results in currencies other than the Pounds Sterling.

 

Internal control over financial reporting

 

SEC guidance defines a material weakness as a deficiency or combination of deficiencies in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of annual financial statements will not be prevented or detected on a timely basis. Although we are not yet subject to the certification or attestation requirements of Section 404 of the Sarbanes-Oxley Act, our management identified the following material weaknesses in connection with preparation of the financial statements for the year ended December 31, 2020 which have caused the company to conclude that it has not maintained an effective control framework. The material weaknesses identified were:

 

i. The entity level and financial reporting control environment is not designed with the appropriate precision to prevent or detect material misstatement in accounting or disclosure; and

 

ii. Ineffective IT general control environment, including lack of segregation of duties, supporting the financial reporting systems.

 

These deficiencies are considered to be material weaknesses which could potentially result in material misstatements and/or impact disclosures which would not be prevented or detected. Prior to the Business Combination, Cazoo operated as a private business. As such, Cazoo’s management had not been required to perform an evaluation of its internal control over financial reporting, nor had it been required to obtain an audit of its control environment in accordance with the provisions of the Sarbanes-Oxley Act or any similar law applicable in the relevant jurisdictions. Had such an evaluation or audit been performed in prior periods, additional control deficiencies may have been identified, and those control deficiencies could have also represented one or more material weaknesses. As such, we cannot assure you that we have identified all of our existing material weaknesses.

 

We have commenced remediation planning and will implement measures to design an entity-level and financial reporting control framework which will address the underlying causes of the material weaknesses. We have engaged consultants with the appropriate expertise to perform a risk assessment of the internal control environment and assist management in designing and implementing entity level, financial reporting and management review controls, together with IT general and application controls for systems which impact financial reporting. We will develop a detailed workplan which will include identifying and remediating gaps in internal control and developing standard documentation to support the performance of controls to detect and prevent material misstatement in accounting and disclosure. The workplan will also include the ongoing testing and monitoring of controls and procedures for informing those charged with governance as to the progress of remediation implementation and of any new identified deficiencies. In addition, the workplan will highlight where investment in strengthening resource and expertise is required within the accounting function, and how this will be addressed, as well a plan to conduct IFRS and SEC financial reporting training for personnel.

 

While we intend to complete this remediation process as quickly as possible, the material weaknesses cannot be considered remediated until all steps in the remediation process are complete. In addition, the process of assessing the effectiveness of our internal control over financial reporting may require the investment of substantial time and resources, including by members of our senior management. As a result, this process may divert internal resources and take a significant amount of time and effort to complete. Additionally, if we are unable to successfully remediate the identified material weaknesses or if we identify additional material weaknesses, our financial statements could contain material misstatements that, when discovered in the future, could cause us to fail to meet our reporting obligations. At such time, our independent registered public accounting firm may issue an adverse report in the event it is not satisfied with the level at which the company’s internal control over financial reporting is documented, designed, or operating.

 

If we are considered to have material weaknesses in our internal control over financial reporting which are not addressed in a timely manner, investors may lose confidence in the accuracy and completeness of our financial reports, the market price of our ordinary shares could decline, and we could be subject to sanctions or investigations by the NYSE, the SEC or other regulatory authorities. Failure to remedy any material weakness in our internal control over financial reporting, or to implement or maintain other effective control systems required of public companies, could also restrict our future access to the capital markets.

 

 

18

 

 

Exhibit 99.3

 

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

 

Introduction

 

On March 29, 2021, Ajax I, a Cayman Islands exempted company (“Ajax”), Cazoo Holdings Limited, a private limited company organized under the law of England and Wales (“Cazoo”) and Capri Listco, a Cayman Islands exempted company (“Listco”), entered into the Business Combination Agreement, as amended by the First Amendment thereto, dated as of May 14, 2021 (the “Business Combination Agreement,” and the transactions contemplated thereby, the “Business Combination”) which, among other things, provided that (i) Ajax would merge with and into Listco, with Listco continuing as the surviving company, (ii) Listco would acquire all of the issued and outstanding shares of Cazoo via exchange for a combination of shares of Listco and cash consideration and (iii) Listco would become tax resident in the United Kingdom following the consummation of the Business Combination.

 

Pursuant to the Business Combination Agreement, (a) on August 23, 2021, MaplesFS Limited, a company incorporated under the laws of the Cayman Islands, as the sole shareholder of Listco, transferred to Ajax all of the issued and outstanding equity securities of Listco and, as a result of such transfer, Listco became a wholly-owned subsidiary of Ajax, (b) Ajax, as the sole shareholder of Listco, adopted Listco’s amended and restated memorandum and articles of association (the “Articles”) (which became effective as of the closing of the Business Combination on August 26, 2021 (the “Closing”)) and (c) on August 24, 2021, Ajax merged with and into Listco, with Listco continuing as the surviving entity (the “Merger” and, together with the other transactions contemplated by the foregoing, the “Reorganization”). At the Closing, pursuant to the Business Combination Agreement, and subject to the terms and conditions therein, Listco acquired all of the issued and outstanding shares of Cazoo (the “Cazoo Shares”) from the holders thereof (the “Cazoo Shareholders”).

 

In connection with the Merger, each Ajax unit (an “Ajax Unit”) (consisting of one Ajax Class A ordinary share, par value $0.0001 per share (an “Ajax Class A Share”), and one-fourth of one redeemable warrant of Ajax, each whole warrant exercisable to purchase one Ajax Class A Share for $11.50 per share (an “Ajax Warrant”)), Ajax Class A Share, Ajax Class B ordinary share, par value $0.0001 per share (an “Ajax Class B Share” and, together with the Ajax Class A Shares, the “Ajax Ordinary Shares”), and Ajax Warrant issued and outstanding immediately prior to the Merger was cancelled in exchange for one Listco unit (a “Unit”) (consisting of one Class A ordinary share, par value $0.0001 per share (a “Class A Share”), and one-fourth of one redeemable warrant of Listco, each whole warrant exercisable to purchase one Class A Share for $11.50 per share (a “Warrant”)), Class A Share, Class B ordinary share, par value $0.0001 per share (a “Class B Share”), and Warrant, respectively. Effective as of the Closing, (a) the issued and outstanding Class B Shares converted automatically on a one-for-one basis into Class A Shares, and (b) each issued and outstanding Unit automatically separated into its component parts. Upon Closing, the Company acquired the Cazoo Shares for a combination of 640,924,026 Class C ordinary shares, par value $0.0001 per share (the “Class C Shares” and, together with the Class A Shares and the Class B Shares, the “Ordinary Shares”), and aggregate cash consideration of approximately $77,216,042.

 

Concurrently with the execution and delivery of the Business Combination Agreement, Listco, Ajax and certain investors, including Ajax’s sponsor, Ajax I Holdings, LLC (the “Sponsor”), and Ajax’s directors and officers (collectively, the “PIPE Investors”), entered into Subscription Agreements, pursuant to which, the PIPE Investors purchased, concurrently with the closing of the Business Combination, in the aggregate, 80,000,000 Class A Shares for $10.00 per share, for an aggregate purchase price of $800,000,000 (the “PIPE Investment”).

 

Upon consummation of the Business Combination, shareholders of Ajax and Cazoo became shareholders of Listco, and Listco changed its name to Cazoo Group Ltd (“Cazoo Group”).

 

The unaudited pro forma condensed combined statement of financial position as of June 30, 2021 combines the historical balance sheet of Ajax with the historical consolidated statement of financial position of Cazoo on a pro forma basis as if the Business Combination had been consummated as of that date. The unaudited pro forma condensed combined statement of profit or loss for the six months ended June 30, 2021 and twelve months ended December 31, 2020 combines the historical statement of operations of Ajax with the historical consolidated statement of profit or loss and other comprehensive income of Cazoo for such period on a pro forma basis as if the Business Combination had occurred as of January 1, 2020. This information should be read together with the historical financial statements of Cazoo and related notes, Ajax’s historical financial statements and related notes, and other financial information included or incorporated by reference in this Form 6-K or in Cazoo Group’s Shell Company Report on Form 20-F.

 

 

 

 

The unaudited pro forma condensed combined statement of financial position as of June 30, 2021 has been prepared using the following:

 

Cazoo’s historical consolidated statement of financial position as of June 30, 2021.

 

Ajax’s historical balance sheet as of June 30, 2021.

 

The unaudited pro forma condensed combined statement of profit or loss for the six months ended June 30, 2021 has been prepared using the following:

 

Cazoo’s historical consolidated statement of profit or loss and other comprehensive income for the six months ended June 30, 2021.

 

Ajax’s statement of operations for the six months ended June 30, 2021.

 

The unaudited pro forma condensed combined statement of profit or loss for the year ended December 31, 2020 has been prepared using the following:

 

Cazoo’s historical consolidated statement of profit or loss and other comprehensive income for the year ended December 31, 2020.

 

Ajax’s statement of operations for the period from August 13, 2020 (inception) through December 31, 2020.

 

Accounting for the Business Combination

 

As the first step within the Business Combination, Listco and Ajax completed the Reorganization. As a result of the Reorganization, which will be accounted for as a capital reorganization, the existing shareholders of Ajax continued to retain control through their full ownership of Listco. Under a capital reorganization, the consolidated financial statements of Listco reflect the net assets transferred at pre-combination predecessor book values.

 

The next step, being the acquisition of the Cazoo Shares by Listco, will be accounted for as a “reverse merger” in accordance with IFRS. Under this method of accounting, Listco will be treated as the “acquired” company for financial reporting purposes. This determination was primarily based on the following assumptions:

 

Cazoo Shareholders will hold a majority of the voting power of the combined company;

 

Cazoo’s operations will substantially comprise the ongoing operations of the combined company;

 

Cazoo’s designees are expected to comprise a majority of the governing body of the combined company; and

 

Cazoo’s senior management will comprise the senior management of the combined company.

 

Accordingly, for accounting purposes, the acquisition of the Cazoo Shares by Listco will be treated as the equivalent of Cazoo issuing shares for the net assets of Listco, accompanied by a recapitalization. It has been determined that Listco is not a business under IFRS hence, the transaction is accounted for within the scope of IFRS 2 (“Share-based payment”). In accordance with IFRS 2, the difference in the fair value of the Cazoo equity instruments deemed issued to Listco shareholders, over the fair value of identifiable net assets of Listco, represents a service for listing and is accounted for as a share-based payment which is expensed as incurred. The net assets of Listco will be stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the acquisition of the Cazoo Shares by Listco will be deemed to be those of Cazoo.

 

Basis of Pro Forma Presentation

 

The historical financial statements of Cazoo have been prepared in accordance with IFRS and in its presentation currency of Pounds Sterling. The historical financial statements of Ajax have been prepared in accordance with U.S. GAAP in its presentation currency of United States Dollars. The historical financial information of Ajax has been adjusted to give effect to the differences between U.S. GAAP and IFRS for the purposes of the unaudited condensed combined pro forma financial information (see Note 1 — IFRS Adjustments and Reclassifications). For purposes of having unaudited pro forma condensed combined financial information, the historical balance sheet of Ajax has been translated into Pounds Sterling at the rate on June 30, 2021 of $1.00 to £0.7236. The historical statement of operations of Ajax has been translated into Pounds Sterling using the average exchange rate for the period from August 13, 2020 (inception) through December 31, 2020 of $1.00 to £0.7609 and £0.7201 for the six months ended June 30, 2021.

 

2

 

 

The adjustments presented on the unaudited pro forma condensed combined financial statements have been identified and presented to provide an understanding of the combined company upon consummation of the Business Combination for illustrative purposes.

 

The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses.” Release No. 33-10786 replaces the existing pro forma adjustment criteria with simplified requirements to depict the accounting for the transaction (“Transaction Accounting Adjustments”) and present the reasonably estimable synergies and other transaction effects that have occurred or are reasonably expected to occur (“Management’s Adjustments”). No Management’s Adjustments have been identified by Cazoo Group and therefore only Transaction Accounting Adjustments are included in the following unaudited pro forma condensed combined financial information.

 

The unaudited pro forma condensed combined financial information is for illustrative purposes only. The financial results may have been different had the companies been combined for the referenced period. The unaudited pro forma condensed combined financial information should not be relied on as being indicative of the historical results that would have been achieved had the companies been combined for the referenced period or the future results that the combined company will experience. Cazoo, Ajax and Cazoo Group have not had any historical relationship prior to the Business Combination. Accordingly, no pro forma adjustments were required to eliminate activities between the companies.

 

The pro forma condensed combined provision for income taxes of nil does not necessarily reflect the amounts that would have resulted had the combined company filed consolidated income tax returns during the periods presented.

 

The unaudited pro forma condensed combined financial information has been prepared based on the actual redemption of 58,214,620 Ajax Class A Shares.

 

The following table summarizes the pro forma number of Ordinary Shares outstanding by source, but not giving effect to (i) Warrants that will remain outstanding immediately following the Business Combination and may be exercised thereafter (commencing upon the later of (i) 30 days after completion of the Business Combination or (ii) October 30, 2021) or (ii) the issuance of the rollover options to former option holders of Cazoo at the Closing and any options upon completion of the Business Combination under the Cazoo Group Incentive Equity Plan, but including the Class B Shares, which at Closing will convert into 8,944,343 Class A Shares in accordance with the terms of the Articles:

 

    Reflecting Actual
Redemptions upon the
Closing of the Business
Combination on
August 26, 2021 
Shares
 
Ajax Public Shareholders     22,284,470  
Sponsor and Ajax Directors and Officers(1)     28,944,343  
Cazoo Shareholders(2)     665,924,026  
Other PIPE Investors     35,000,000  
      752,152,839  

 

 

(1) Includes participation in the PIPE Investment.
(2) Includes participation of certain existing Cazoo Shareholders in the PIPE Investment.

 

3

 

 

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF FINANCIAL POSITION
AS OF JUNE 30, 2021
(in GBP thousands unless otherwise denoted)

 

                Ajax     IFRS
Conversion
        Reflecting Actual Redemptions upon the
Closing of the Business Combination on
August 26, 2021
 
    Cazoo
(Historical)
    Ajax
(Historical
in USD)
    (Historical
in GBP)
1(a)
    and
Presentation
Alignment
    Notes   Transaction
accounting
adjustments
    Notes   Pro forma
combined
 
Assets                                            
Non-Current Assets                                                        
Property, plant and equipment   £ 182,631     $     £     £         £         £ 182,631  
Intangible assets     155,037                                           155,037  
Trade and other receivables     8,865                                           8,865  
Cash and marketable securities held in Trust Account           805,245       582,675                   (582,675 )   2(a)      
Total Non-Current Assets     346,533       805,245       582,675                 (582,675 )         346,533  
                                                         
Current Assets                                                        
Inventory     127,322                                           127,322  
Trade and other receivables     38,773                   1,750     1(b)                 40,523  
Prepaid expenses           2,418       1,750       (1,750 )   1(b)                  
Cash and cash equivalents     60,347       1,917       1,387                   582,700     2(a)     636,214  
                                          578,880     2(b)        
                                          (107,301 )   2(c)        
                                          (421,392 )   2(d)        
                                          (2,533 )   2(e)        
                                          (55,874 )   2(g)        
Total Current Assets     226,442       4,335       3,137                 574,480           804,059  
                                                         
Total Assets   £ 572,975     $ 809,580     £ 585,812     £         £ (8,195 )       £ 1,150,592  
                                                         
Liabilities and Shareholders’ Equity                                                        
Current Liabilities                                                        
Trade and other payables   £ 76,569     $     £     £ 2,110     1(b)   £ (9,647 )   2(c)   £ 67,355  
                                          (1,677 )   2(i)        
Accrued expenses           2,916       2,110       (2,110 )   1(b)                  
Loans and borrowings     130,803                                           130,803  
Warrants     6,648                                               6,648  
Provisions                                                
Total Current Liabilities     214,020       2,916       2,110                 (11,324 )         204,806  
                                                         
Non-Current Liabilities                                                        
Loans and borrowings     48,478                   582,675     1(c)     (421,392 )   2(d)     48,478  
                              2,533     1(b)     (2,533 )   2(e)        
                                          (161,283 )   2(f)        
Executive Loans           3,500       2,533       (2,533 )   1(b)                  
Provisions     4,163                                           4,163  
Warrants                       66,067     1(b)                 66,067  
Warrant Liability           91,303       66,067       (66,067 )   1(b)                  
Deferred underwriting
fee payable
          28,175       20,387                   (20,387 )   2(c)      
Total Liabilities     266,661       125,894       91,097       582,675           (616,919 )         323,514  

 

4

 

 

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF FINANCIAL POSITION
AS OF JUNE 30, 2021 — (Continued)
(in GBP thousands unless otherwise denoted)

 

                Ajax     IFRS
Conversion
        Reflecting Actual Redemptions upon the
Closing of the Business Combination on
August 26, 2021
 
    Cazoo
(Historical)
    Ajax
(Historical
in USD)
    (Historical
in GBP)
1(a)
    and
Presentation
Alignment
    Notes   Transaction
accounting
adjustments
    Notes   Pro forma
combined
 
Commitments                                            
Class A ordinary shares subject to possible redemption, 80,499,090 shares at redemption value at June 30, 2021           805,244       582,675       (582,675 )   1(c)              
                                                         
Shareholders’ Equity                                                        
Cazoo                                                        
Share capital                                                    
Share premium reserve     266,120                                   (266,120 )   2(g)      
Merger reserve     246,598                                   (246,598 )   2(g)      
Accumulated deficit     (206,480 )                                 206,480     2(g)      
Translation reserve     76                                   (76 )   2(g)      
Ajax                                                        
Class A ordinary shares                                                
Class B ordinary shares           1       1                   (1 )   2(h)      
Additional paid-in capital                                                
Accumulated deficit           (121,559 )     (87,961 )                 87,961     2(g)      
Capri Listco                                                        
Class A ordinary shares                                   6     2(b)     9  
                                          2     2(e)        
                                          1     2(h)        
Class B ordinary shares                                                
Class C ordinary shares                                   46     2(g)     46  
Share premium reserve                                   578,874     2(b)     1,038,298  
                                          (36,683 )   2(c)        
                                          161,281     2(d)        
                                          266,120     2(g)        
                                          156,667     2(g)        
                                          (87,961 )   2(g)        
                                                         
Merger reserve                                   246,598     2(g)     246,598  
Accumulated deficit                                   25     2(a)     (457,949 )
                                          (40,584 )   2(c)        
                                          (206,480 )   2(g)        
                                          (212,587 )   2(g)        
                                          1,677     2(i)        
Translation reserve                                         76     2(g)     76  
Total Shareholders’ Equity     306,314       (121,558 )     (87,960 )               608,724           827,078  
                                                         
Total Liabilities and Shareholders’ Equity   £ 572,975     $ 809,580     £ 585,812     £         £ (8,195 )       £ 1,150,592  

 

5

 

 

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF PROFIT OR LOSS FOR THE SIX MONTHS ENDED JUNE 30, 2021
(in GBP thousands unless otherwise denoted)

 

                Ajax     IFRS
Conversion
        Reflecting Actual Redemptions upon
the Closing of the Business
Combination on August 26, 2021
 
    Cazoo
(Historical)
    Ajax
(Historical
in USD)
    (Historical
in GBP)
1(aa)
    and
Presentation
Alignment
    Notes   Transaction
accounting
adjustments
    Notes   Pro forma
combined
 
Revenue   £ 248,209     £     £     £         £         £ 248,209  
Cost of sales     (236,850 )                                         (236,850 )
Gross income     11,359                                       11,359  
                                                         
Marketing expenses     (29,355 )                                         (29,355 )
Selling and distribution expenses     (20,389 )                                         (20,389 )
Administrative expenses     (69,427 )                 (4,288 )   1(bb)     2,109     2(dd)     (71,606 )
Formation and operating costs           (5,954 )     (4,288 )     4,288     1(bb)                  
Loss from operations     (107,812 )     (5,954 )     (4,288 )               2,109           (109,991 )
                                                         
Finance income     166                   104     1(bb)     (104 )   2(cc)     166  
Interest earned on marketable securities held in Trust Account           157       113       (113 )   1(bb)                    
Unrealized gain on marketable securities held in Trust Account           (13 )     (9 )     9     1(bb)                    
Finance expense     (1,793 )                 46,300     1(bb)                 44,507  
Change in fair value of derivative
liability
          64,297       46,300       (46,300 )   1(bb)                  
(Loss)/income before tax     (109,439 )     58,487       42,116                 2,005           (65,318 )
                                                         
Tax expense     7,326                                         7,326  
Net (loss)/income   £ (102,113 )   $ 58,487     £ 42,116     £         £ 2,005         £ (57,992 )
                                                         
Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption     N/A       65,544,174       65,544,174                               N/A  
                                                         
Basic and diluted net income per share, Class A ordinary shares subject to possible redemption     N/A                                           N/A  
                                                         
Basic and diluted weighted average shares outstanding     153,424,853       23,899,259       13,618,324                         3     752,152,839  
                                                         
Basic and diluted net (loss)/income per share   £ (0.67 )   $ 2.44     £ 2.00                             £ 0.08  

 

6

 

 

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF PROFIT OR LOSS
FOR THE YEAR ENDED DECEMBER 31, 2020
(in GBP thousands unless otherwise denoted)

 

                Ajax     IFRS Conversion         Reflecting Actual Redemptions upon
the Closing of the Business
Combination on August 26, 2021
 
    Cazoo
(Historical)
    Ajax (Historical
in USD)
    (Historical
in GBP)
1(aa)
    and Presentation
Alignment
    Notes   Transaction
accounting
adjustments
    Notes   Pro forma
combined
 
Revenue   £ 162,208     $     £     £         £         £ 162,208  
Cost of sales     (165,082 )                                         (165,082 )
Gross loss     (2,874 )                                     (2,874 )
                                                         
Marketing expenses     (36,110 )                                         (36,110 )
Selling and distribution expenses     (17,693 )                                         (17,693 )
Administrative expenses     (42,358 )                 (1,410 )   1(bb)     (212,587 )   2(aa)     (259,997 )
                                          (1,533 )   2(bb)        
                                          (2,109 )   2(dd)        
Formation and operating costs           (1,853 )     (1,410 )     1,410     1(bb)                  
Loss from operations     (99,035 )     (1,853 )     (1,410 )               (216,229 )         (316,674 )
                                                         
Finance income     486                   83     1(bb)     (83 )   2(cc)     486  
Interest earned on marketable securities held in Trust Account           98       74       (74 )   1(bb)                    
Unrealized gain on marketable securities held in Trust Account           12       9       (9 )   1(bb)                    
Finance expense     (1,298 )                 (84,708 )   1(bb)                 (86,006 )
Change in fair value of derivative liability           (111,327 )     (84,708 )     84,708     1(bb)                  
Loss before tax     (99,847 )     (113,070 )     (86,035 )               (216,312 )         (402,194 )
                                                         
Tax credit     969                                           969  
Net loss   £ (98,878 )   $ (113,070 )   £ (86,035 )   £         £ (216,312 )       £ (401,225 )
                                                         
Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption     N/A       72,074,470       72,074,470                               N/A  
                                                         
Basic and diluted net income per share, Class A ordinary shares subject to possible redemption     N/A     $ 0.00     £ 0.00                               N/A  
                                                         
Basic and diluted weighted average shares outstanding     149,109,163       13,618,324       13,618,324                         3     752,152,839  
                                                         
Basic and diluted net loss per share   £ 0.66     $ 8.31     £ 6.09                             £ 0.53  

 

7

 

 

NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
(in thousands, except share and per share data)

 

Note 1 — IFRS Adjustments and Reclassifications

 

The historical financial information of Ajax has been adjusted to give effect to the differences between U.S. GAAP and IFRS for the purposes of the unaudited condensed combined pro forma financial information.

 

The IFRS Adjustments and Reclassifications included in the unaudited pro forma condensed combined statement of financial position as of June 30, 2021 are as follows:

 

(a) The historical financial information of Ajax was prepared in accordance with U.S. GAAP and presented in U.S. dollars. The historical financial information was translated from U.S. dollars to Pounds Sterling using the historical closing exchange rate, as of June 30, 2021, of $1.00 to £0.7236.

 

(b) Reflects the reclassification adjustments to align Ajax’s historical financial statement balances with the presentation of Cazoo’s financial statements.

 

(c) Reflects the U.S. GAAP to IFRS conversion adjustment related to the reclassification of Ajax’s historical mezzanine equity (Class A common stock subject to possible redemption) into Non-Current Liabilities (Loans and borrowings).

 

The IFRS Adjustments and Reclassifications included in the unaudited pro forma condensed combined statement of profit or loss for the six months ended June 30, 2021 and year ended December 31, 2020 are as follows:

 

(aa) The historical financial information of Ajax was prepared in accordance with U.S. GAAP and presented in U.S. dollars. The historical financial information was translated from U.S. dollars to Pounds Sterling using the average exchange rate for the period from August 13, 2020 (inception) through December 31, 2020 of $1.00 to £0.7609. The average exchange rate used for the six months ended June 30, 2021 was $1.00 to £0.7201.

 

(bb) Reflects the reclassification adjustment to align Ajax’s historical statement of operations with the presentation of Cazoo’s statement of profit or loss.

 

Note 2  Transaction Accounting Adjustments to unaudited pro forma condensed combined financial information

 

The Transaction Accounting Adjustments included in the unaudited pro forma condensed combined statement of financial position as of June 30, 2021 are as follows:

 

(a) Reflects the reclassification of £582,675 cash and marketable securities held in the trust account along with income of £25 that became available to fund the Business Combination.

 

(b) Reflects the proceeds received from the PIPE Investment with the corresponding issuance of 80,000,000 Class A Shares, with a nominal value of US$0.0001, assuming stock price of $10.00 (£7.24) per share, or £578,880. The unaudited pro forma condensed combined statement of financial position reflects this payment as an increase of Cash and cash equivalents of £578,880 with a corresponding increase to Class A Ordinary Shares of £6 and increase to Share premium reserve of £578,874.

 

(c) Represents payment of estimated transaction costs of £107,301 to be incurred as a part of the Business Combination.

 

(1) Payment of deferred underwriters’ fees of £20,387. The unaudited pro forma condensed combined statement of financial position reflects these costs as a reduction of Cash and cash equivalents of £20,387 with a corresponding decrease of £20,387 to Deferred underwriting fee payable.

 

(2) Payment of incremental expenses attributable to equity issuance costs related to the Business Combination incurred through the Business Combination of £36,683. The unaudited pro forma condensed combined statement of financial position reflects these costs as a reduction of Cash and cash equivalents of £36,683 with a corresponding decrease of £36,683 to Share premium reserve.

 

8

 

 

(3) Payment of all other incremental expenses related to the Business Combination incurred through the Business Combination of £40,584. The unaudited pro forma condensed combined statement of financial position reflects these costs as a reduction of Cash and cash equivalents of £40,584 with a corresponding increase of £40,584 to Accumulated deficit.

 

(4) Payment of transaction costs accrued at the financial year ended June 30, 2021 of £9,647. The unaudited pro forma condensed combined statement of financial position reflects these costs as a reduction of Cash and cash equivalents of £9,647 with a corresponding decrease of £9,647 to Trade and other payables.

 

(d) To reflect actual redemption of 58,214,620 Ajax Class A Shares into cash of £421,392 by Ajax Class A shareholders prior to the Business Combination. The unaudited pro forma condensed combined statement of financial position reflects this redemption as a reduction of Cash and cash equivalents of £421,392 with a corresponding decrease of Loans and borrowings of £421,392.

 

(e) Reflects the repayment of £2,533, relating to the non-interest bearing and unsecured loans by executives upon completion of the Business Combination. The loans were provided by Ajax’s founders and repaid in full following the consummation of the Business Combination. The unaudited pro forma condensed combined statement of financial position reflects this repayment as a reduction of Cash and cash equivalents of £2,533 with a corresponding decrease of Loans and borrowings of £2,533.

 

(f) Reflects the Reorganization between Ajax and Listco with Listco as the surviving entity. The Reorganization was the first step completed as part of the Business Combination and the Sponsor surrendered all Ajax Class B Shares in exchange for the same number of Class B Shares. The remaining Ajax Class A shareholders, post redemption, received Class A Shares, and Ajax warrant holders received Warrants on a one for one basis. As the equity is exchanged on a one for one basis there is no impact on the combined company financial information. The unaudited pro forma condensed combined statement of financial position reflects the reclassification as a decrease of Loans and borrowings of £161,283 with a corresponding increase to Class A Ordinary Shares of £2 and increase to Share premium reserve of £161,281.

 

(g) To reflect the recapitalization of Cazoo through:

 

The contribution of all the aggregate share capital, merger reserve, accumulated deficit and translation reserve in Cazoo to Listco of £266,120, £246,598, £206,480 and £76.

 

The issuance of 640,924,026 Class C Shares to Cazoo Shareholders of £46.

 

The elimination of the historical Ajax accumulated deficit of £87,961.

 

The payment of cash to Cazoo shareholders of £55,874.

 

The fair value of the share consideration of £864,790 and a £212,587 excess of the fair value of the shares issued over the value of the net monetary assets acquired in the Business Combination. Under IFRS 2, this excess amount is recognized as a loss on the statement of profit or loss (refer to Note (aa)).

 

(h) Reflects the net adjustment in respect of Ajax Class B Shares in relation to the Reorganization between Ajax and Listco and the Business Combination. As outlined above in Note 2(e), upon completion of the Reorganization between Ajax and Listco, all Ajax Class B Shares were surrendered in exchange for the same number of Class B Shares. Immediately thereafter upon completion of the Business Combination, Class B Shares automatically converted into the same number of Class A Shares. The unaudited pro forma condensed combined statement of financial position reflects both of these adjustments net as a reduction to Ajax Class B Shares of £1 with a corresponding increase to Class A Shares of £1.

 

9

 

 

(i) Reflects the recognition of the liability related to the introduction of the cash settlement options for holders of Cazoo’s vested unapproved options triggered by the Business Combination. This resulted in a change in classification for 2.21% of the total outstanding vested unapproved options from an equity-settled award to a cash-settled award. 2.21% is the best estimate of the total number of options which will be cancelled for cash payment. In accordance with IFRS 2, the modification date fair value of these original vested unapproved options has been measured and the options have been reclassified from equity to liabilities with the incremental fair value of £1,533 recognized as incremental share-based compensation expense for the twelve-month period ended December 31, 2020. The unaudited pro forma condensed combined statement of financial position reflects this adjustment net as an increase to Trade and other payables of £1,677 with a corresponding increase to Accumulated deficit of £1,677.

 

The Transaction Accounting Adjustments included in the unaudited pro forma condensed combined statement of profit or loss for the six months ended June 30, 2021 and year ended December 31, 2020 are as follows:

 

(aa) Reflects adjustments of £212,587 in the unaudited pro forma condensed combined statement of profit or loss for the year ended December 31, 2020 for the excess of the fair value of the shares issued over the value of the net assets acquired in the Business Combination.

 

(bb) Reflects the expense related to the introduction of the cash settlement options for holders of Cazoo’s vested unapproved options triggered by the Business Combination. This resulted in a change in classification for 2.21% of the total outstanding vested unapproved options from an equity-settled award to a cash-settled award. 2.21% is the best estimate of the total number of options which will be cancelled for cash payment. In accordance with IFRS 2, the modification date fair value of these original vested unapproved options has been measured and the options have been reclassified from equity to liabilities with the incremental fair value of £1,533 recognized as incremental share-based compensation expense in the unaudited pro forma condensed combined statement of profit or loss. The adjustment is a non-recurring item.

 

(cc) Reflects the elimination of interest income and the unrealized gain related to the marketable securities held in the trust account. The unaudited pro forma condensed combined statement of profit or loss for the six months ended June 30, 2021 and year ended December 31, 2020 have been adjusted with £104 and £83 respectively.

 

(dd) Reflects the accelerated vesting of certain unvested unapproved options triggered by the Business Combination of £2,109 that was recognized in the consolidated statement of profit or loss and other comprehensive income for the six months ended June 30, 2021 and reflected for pro forma purposes in the unaudited pro forma condensed combined statement of profit or loss for the year ended December 31, 2020.

 

Note 3 — Loss per share

 

The calculation of weighted average shares outstanding for basic and diluted net loss per share assumes that Ajax’s initial public offering occurred as of January 1, 2020. In addition, as the Business Combination is being reflected as if it had occurred at the beginning of the periods presented, the calculation of weighted average shares outstanding for basic and diluted net loss per share assumes that the shares have been outstanding for the entire periods presented. This calculation is retroactively adjusted to eliminate the number of shares redeemed for the entire period.

 

Please refer to the Basis of Pro Forma Presentation for the calculation of basic and diluted weighted average shares outstanding of 752,152,839. The computation of diluted loss per share excludes the effect of warrants to purchase 41,254,590 shares and the effect of unvested share-based compensation because the inclusion of any of these securities would be anti-dilutive.

 

 

10