UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO SECTION 13A-16 OR 15D-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of September
Commission File Number:
(Translation of registrant’s name into English)
Tel: +34 930 181 668
(Address of principal executive office)
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 ☒ |
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Form 40-F ☐ |
EXPLANATORY NOTE
Attached to this Report on Form 6-K as Exhibits 99.1 and 99.2, respectively, are the Management’s Discussion and Analysis of Financial Condition and Results of Operations and the unaudited interim condensed consolidated interim financial statements of Wallbox N.V. as of and for the six months ended June 30, 2024.
INCORPORATION BY REFERENCE
The information included in this Report on Form 6-K, including Exhibit 99.1 and Exhibit 99.2 hereto, is hereby incorporated by reference into the Company’s Registration Statement on Form S-8 (File No. 333-263795) and Registration Statements on Form F-3 (Files No. 333-268347, 333-268792, 333-271116, 333-273323, 333-276491 and 333-281952) and to be a part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished.
EXHIBIT INDEX
Exhibit No. |
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Description |
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99.1 |
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Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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99.2 |
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101.INS |
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Inline XBRL Instance Document-the instance document does not appear in the Interactive Data File as its XBRL tags are embedded within the Inline XBRL document. |
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101.SCH |
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Inline XBRL Taxonomy Extension Schema Document With Embedded Linkbase Documents. |
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104 |
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Cover Page formatted in inline XBRL and contained in Exhibit 101. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Wallbox N.V. |
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Date: September 19, 2024 |
By: |
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/s/ Enric Asunción Escorsa |
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Enric Asunción Escorsa |
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Chief Executive Officer |
Exhibit 99.1
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
You should read the following discussion and analysis of Wallbox N.V.’s (together with its consolidated subsidiaries, “Wallbox,” the “Company,” “we,” “us” and “our”) financial condition and results of operations together with its consolidated financial statements and the related notes thereto included in its Annual Report on Form 20-F for the fiscal year ended December 31, 2023 (the “Annual Report”), its interim condensed consolidated financial statements and the related notes thereto for the six months ended June 30, 2024 and 2023 accompanying its Report on Form 6-K filed on September 19, 2024 (the “Interim Report”), and its other filings with the Securities and Exchange Commission (collectively, “Public Filings”). The following discussion is based on Wallbox N.V.’s financial information prepared in accordance with the International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) and related interpretations issued by the IFRS Interpretations Committee. Some of the information contained in this discussion and analysis, including information with respect to Wallbox’s plans and strategy for its business, includes forward-looking statements that involve risks and uncertainties. You should also review the sections titled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in its Public Filings for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis. Wallbox’s historical results are not necessarily indicative of the results that may be expected for any period in the future.
Forward Looking Statements
This discussion contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements contained in this press release other than statements of historical fact should be considered forward-looking statements, including, without limitation, statements regarding Wallbox’s future operating results and financial position, business strategy and plans, expectations regarding market growth, future partnerships, EV market, Latin American Market, reductions in operating expenses and seasonality. The words “anticipate,” “believe,” “can,” “continue,” “could,” “estimate,” “expect,” “focus,” “forecast,” “intend,” “likely,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “target,” will,” “would” and similar expressions are intended to identify forward-looking statements, though not all forward-looking statements use these words or expressions. These statements are neither promises nor guarantees, but involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements, including, but not limited to: Wallbox’s history of operating losses as an early stage company; the adoption and demand for electric vehicles including the success of alternative fuels, changes to rebates, tax credits and the impact of government incentives; Wallbox’s ability to successfully manage its growth; the accuracy of Wallbox’s forecasts and projections including those regarding its market opportunity; competition; risks related to losses or disruptions in Wallbox’s supply or manufacturing partners; impacts resulting from geopolitical conflicts; risks related to macro-economic conditions and inflation; Wallbox’s reliance on the third-parties outside of its control; risks related to Wallbox’s technology, intellectual property and infrastructure; occurrence of any public health crisis or similar global events as well as the other important factors discussed under the caption “Risk Factors” in Wallbox’s Annual Report on Form 20-F for the fiscal year ended December 31, 2023, as such factors may be updated from time to time in its other filings with the Securities and Exchange Commission (the “SEC”), accessible on the SEC’s website at www.sec.gov and the Investors Relations section of Wallbox’s website at investors.wallbox.com. Any such forward-looking statements represent management’s estimates as of the date of this press release. Any forward-looking statement that Wallbox makes in this press release speaks only as of the date of such statement. Except as required by law, Wallbox disclaims any obligation to update or revise, or to publicly announce any update or revision to, any of the forward-looking statements, whether as a result of new information, future events or otherwise.
Business Overview
We believe we are a global leader in intelligent electric vehicle charging and energy management solutions. Founded in 2015, we create smart charging systems that we believe combines innovative technology with outstanding design with the goal of managing the communication between user, vehicle, grid, building and charger.
Our mission is to facilitate the adoption of electric vehicles today to make more sustainable use of energy tomorrow. By designing, manufacturing, and distributing charging solutions for residential, business, and public use, we intend to lay the infrastructure required to meet the demands of mass EV ownership everywhere. We believe our customer-centric approach to our holistic hardware, software, installation and service offering allows us to solve existing barriers to EV adoption as well as anticipate potential future opportunities. We are committed to creating solutions that will not only allow for faster, simpler EV charging but that will also change the way the world uses energy. In our pursuit to accomplish this vision, the Company has acquired five private businesses to date:
We are committed to creating solutions that will not only allow for faster, simpler EV charging, but that will also change the way the world uses energy.
Reporting Segments
For management purposes, we are organized into business units based on geographical areas and therefore have three existing reportable business segments. Our existing business segments are:
Refer to Note 7 “Operating Segments,” included within our interim condensed consolidated financial statements for further details.
Revenue from sales of goods reported in the EMEA segment also include sales from Wallbox Chargers, S.L. to Latin America region.
Key Factors Affecting Operating Results
We believe our performance and future success depend on several factors that present significant opportunities for it but also pose risks and challenges, including those discussed below and in the section titled “Risk Factors” in our Annual Report.
Growth in EV Adoption
Our revenue growth is directly tied to the continued acceptance of passenger and commercial EVs sold, which it believes drives the demand for charging products and infrastructure. The market for EVs is still rapidly evolving and although demand for EVs has grown in recent years, there is no guarantee such demand will continue into the future. Factors impacting the adoption of EVs include but are not limited to: perceptions about EV features, quality, safety, performance and cost; perceptions about the limited range over which EVs may be driven on a single battery charge; volatility in the cost of oil, gasoline, and electricity; availability of services for EVs; consumers’ perception about the convenience and cost of charging EVs; government subsidies for EVs and electricity; the development, prevalence and market adoption of EV fleets; and increases in fuel efficiency of non-EV transportation. In addition, macroeconomic factors could impact demand for EVs, particularly since EVs can be more expensive than traditional
2
gasoline-powered vehicles and the automotive industry globally has been experiencing a recent decline in sales. If the market for EVs does not develop as expected or if there is any slow-down or delay in overall EV adoption rates, this would impact our ability to increase our revenue or grow our business.
Competition
We believe we are currently one of the market leaders in Europe and North America in residential EV charging solutions based on the number of charging units sold compared to EVs sold on a country-by-country basis. We also provide and derive revenue from installation services and Electromaps, our online platform that enables users to find and pay for publicly available charging ports and manage their charging fleet. We intend to expand our market share over time in our product categories, including public charging stations, leveraging the network effect of our products, our partnership with Iberdrola and the Electromaps platform. Additionally, we intend to expand and grow our revenues via the rollout of the Supernova and Hypernova public charging stations. Nonetheless, existing competitors may expand their product offerings and sales strategies, and new competitors may enter the market. Furthermore, our competition includes competition resulting from acceptance of other types of alternative fuel vehicles, plug-in hybrid electric vehicles and high fuel-economy gasoline powered vehicles. If our market share decreases due to increased competition, our revenue and ability to generate profits in the future may be impacted.
Global Expansion
We operate in Europe, North America, Latin America and APAC. Europe and North America are expected to be significant contributors to our revenue in future years with manufacturing capacity added to North America in 2022 and the inorganic growth due to the acquisition of ABL.
The European EV charging market can be characterized as fragmented. There are many small and local players, with only a limited number of parties having sufficient scale and funding to be competitive in the long term. Especially due to the strong government incentives currently in place, the EV sales are expected to increase rapidly in Europe. From a competitive perspective, the North American market has high barriers to entry due to strict certification and validation requirements. Therefore, this market differs from Europe as the market is less fragmented with only a few large players.
Similar to the European market, the APAC market can be characterized as a highly fragmented market with a small number of players that have gained significant scale in the industry. From a technology and pricing perspective, EV charging solutions in APAC are cost-competitive as they can be manufactured at a lower cost point. Our growth in each of our markets requires us to differentiate ourselves as compared to our competition. If we are unable to penetrate, or further penetrate, the market in each of the geographies in which we operate or intend to operate, our future revenue growth and profits may be impacted.
For the six months ended June 30, 2024, our sales in Latin America were not significant, however, we intend to expand our market presence in this region.
Impact of New Product Releases
As we introduce new products, such as the market introduction of our Supernova public charging stations, our profitability may be temporarily impacted by launch costs until our supply chain achieves targeted cost reductions. For example, our launch of Supernova in 2022 resulted in a negative Gross Margin of 15.5% in connection with Supernova sales in 2022 based on €7,166 thousands in revenue from Supernova sales in 2022 and €8,278 thousand in changes in inventories and raw materials and consumables used for Supernova in the same period, however, in the year ended December 31, 2023 the Gross Margin from our sales of Supernova resulted positive of 17.9% based on €30.511 thousand in revenue from Supernova sales in 2023 and €25,040 thousand in changes in inventories and raw materials and consumables used for Supernova in the same period, which continued to improve during the six month period ended June 30, 2024 ending with a Gross Margin of 38.8% based on €18,892 thousand in revenue from Supernova sales in the first six months of 2024 and €11,568 thousand in changes in inventories and raw materials and consumables used for Supernova in the same period. See “— Non-IFRS Metrics” below for additional information about Gross Margin.
In addition, we may accelerate our operating expenditures where we see growth opportunities which may impact profitability until upfront costs and inefficiencies are absorbed and normalized operations are achieved. We also continuously evaluate and may adjust our operating expenditures based on our launch plans for our new products, as well as other factors including the pace and prioritization of current projects under development and the addition of new projects. As we attain higher revenue, we expect operating expenses as a percentage of total revenue to continue to decrease in the future as we focus on increasing operational efficiency and process automation.
Government Mandates, Incentives and Programs
3
The U.S. federal, state and local governments, European member states, and China provide incentives to end users and buyers of EVs and EV charging products in the form of rebates, tax credits and other financial incentives. These governmental rebates, tax credits and other financial incentives significantly lower the effective price of EVs and EV charging products or stations to customers. However, these incentives may expire on specified dates, end when the allocated funding is no longer available, or be reduced or terminated as a matter of regulatory or legislative policy. Any reduction in rebates, tax credits or other financial incentives could reduce the demand for EVs and for charging infrastructure, including infrastructure offered by us.
In the fall of 2021, the Infrastructure Investment and Jobs Act (“IIJA”), a bipartisan infrastructure bill, was signed into law in the United States. The IIJA authorized almost $20 billion to fund new and existing EV-related programs, including $5 billion in new funding to develop and build a nationwide network of half a million EV charging stations, also referred to as the National Electric Vehicle Infrastructure Formula Program (often called “the NEVI Program”); $2.5 billion for publicly accessible alternative fuel infrastructure (i.e., EV charging stations and hydrogen, propane and natural gas fueling infrastructure), referred to as the competitive Charging and Fueling Infrastructure Grants program (the “Competitive Grants Program”); and approximately $11 billion in funding to transition public transportation vehicles including school buses and transit buses to zero-emissions alternatives.
NEVI Program
Under the NEVI Program, eligible public entities like Wallbox may engage with operators and project managers to acquire and install EV charging stations in their designated areas. This program is intended to provide funding to states to deploy EV charging infrastructure and establish a network to facilitate data collection, access and reliability. The first stage of funding is expected to be focused on building a national EV charging station network, primarily along interstate highways. Throughout 2022, the Federal Highway Administration (“FHWA”), the U.S. Department of Transportation, and the U.S. Department of Energy published guidance for the NEVI Program, and announced that all 50 states had submitted their EV Infrastructure Deployment Plans. These plans, a prerequisite to receiving funding under the program, indicate how each state intends to utilize the funding it receives under the NEVI Program.
In addition, in June of 2022, the FHWA issued a Notice of Proposed Rulemaking (“NOPR”) on minimum standards and requirements for projects funded under the NEVI Program and for funded EV charger construction projects. The NOPR seeks to ensure there will be a nationwide network of EV chargers that can be used by any type of EV. The NEVI Program also has several guidelines in the use of program funds relating to user experience and reliability, strategic and efficient locations, equity, labor and workforce, private investment and data and cybersecurity, among other things. Worth noting, with respect to user experience and reliability, under the NEVI Program charging infrastructure must be interoperable across payment systems, EV brands, EV supply equipment, EV service providers, and the grid and must also provide 24-hour access to power on a reliable network and achieve 97% reliability.
Both the NEVI Program and the Competitive Grants Program prioritize charging infrastructure along the National Alternative Fuels Corridor, a network of highways nominated by states with charging stations to be open to the public and easily accessible. We have targeted these funding programs and intend on participating as either a direct recipient or by supporting charging equipment operators that have selected our hardware. If our equipment fails to meet the standards or requirements implemented in connection with these programs, we may not be able to access those funds.
Inflation Reduction Act
In the United States, with the passage of the Inflation Reduction Act, the Biden administration has committed over $369 billion towards climate investments, representing the largest single investment in this area in the country’s history. The package includes both consumer and corporate incentives and loans with the aims of reducing emissions by 40% by 2030. However, new tariffs and policy incentives implemented by the Biden Administration that favor equipment manufactured by or assembled at American factories, could put us at a competitive disadvantage if we are not able to develop our U.S. manufacturing capacity on the timelines we currently expect or at all, including by increasing the cost or delaying the availability of charging equipment, by challenging or eliminating our ability to apply or qualify for grants and other government incentives, or by disqualifying us from the ability to compete for certain charging infrastructure buildout solicitations and programs, including those initiated by federal government agencies.
Penetration into the Public Market
We commenced commercialization of the Supernova, our first DC fast charger for public use, during the first quarter of 2022. We have signed letters of intent (“LOI”) to collaborate with some of the world’s biggest utility companies for delivery of Supernova, and expect in the future to expand beyond utilities into additional distribution channels. In June 2020, Iberdrola announced its intention to acquire the first 1,000 of our Supernova fast chargers as part of its five-year sustainable mobility plan to deploy more than 150,000 chargers in homes, businesses and public road networks, and entered into a non-binding letter of intent with us in July 2020 expressing its interest in purchasing 6,500 Supernova chargers. During 2022, Iberdrola expressed an interest in purchasing 3,500
4
additional public chargers, bringing their total potential purchase to 10,000 public chargers. Our offering of public charging solutions is complemented through Electromaps, an online platform that enables users to find publicly available charging ports and pay for their use. We have established partnerships in Europe with operators of charging points that allow users to pay for their charging directly via Electromaps. We intend to extend these relationships with charging operators outside of Europe and enable this payment feature globally.
Seasonality
Our business is seasonal in nature. Typically, consumers purchase more EVs in the second half of the year, particularly in the fourth quarter, and the seasonal variation in the timing of sales of our residential products tend to be correlated with sales of EVs. As a result, sales in the second half, and particularly in the fourth quarter, are expected to be, be higher than in the first half of the fiscal year and our results of operations may be subject to seasonal fluctuations as a result.
Impact of the war between Russia and Ukraine
As a result of the war between Russia and Ukraine, the U.S. and certain allies in Europe imposed sanctions on Russia and could impose further sanctions against it. Russia could respond in kind. Sanctions imposed by any of these countries could disrupt our supply of critical components among our manufacturing facilities in Barcelona as well as our production and the sales of EVs. As a result of the war, we stopped marketing our products in Russia, and will not pursue new opportunities with customers in those countries. Although such sales in the Ukraine region have not been significant to our business further disruptions could negatively affect our ability to provide critical components to affiliates or produce finished goods for customers, which could increase our costs, require capital expenditures and harm our results of operations and financial condition. We continue to monitor the situation closely.
The Global Economic Environment
Certain factors in the global economic environment that may impact our global operations include, among other things currency fluctuations, capital and exchange controls, global economic conditions including inflation, interest rates, monetary policy, restrictive government actions, changes in intellectual property, legal protections and remedies, trade regulations, tax laws and regulations and procedures and actions affecting approval, production, pricing, and marketing of, reimbursement for and access to our products, as well as impacts of political or civil unrest or military action, including the current conflict between Russia and Ukraine, tensions between China and the U.S., the U.K., the EU, the middle east, India, terrorist activity, unstable governments and legal systems, inter-governmental disputes, public health outbreaks, epidemics, pandemics, natural disasters or disruptions related to climate change. In response to impacts from the economic environment, we reduced costs in the six-month period ended June 30, 2024, primarily from reduced personnel costs and operating expenses, and we expect to have further savings during the second half of 2024.
Key Components of Results of Operations
Revenue
Our revenue consists of retail sales and sales from distributors, resellers and installer customers of charging solutions for EVs, which includes electronic chargers and other services. We recognize revenue from contracts with customers when control of the goods or services are transferred to the customer at an amount that reflects the consideration to which we expect to be entitled in exchange for those goods or services.
Sale of Chargers and other related products
Revenue related to the sale of chargers consists of sales of public and home & business charging devices, as well as accessories. Revenue from the sale of goods is recognized at the point in time when control of the asset is transferred to the customer.
Sale of Services
Revenue related to the rendering of services consists of installation and software services, including commissions obtained from every charging transaction carried out through Electromaps; although, at this time, such revenue consists primarily of installation services.
Revenue from contracts with customers for installation services is recognized when control of the services is transferred to the customer (at a point in time given the short period that the service is rendered). Revenue is recognized at an amount that reflects the consideration to which we expect to be entitled in exchange for those services. For installations’ contracts, where the time required to complete execution is longer, the revenue recognition for each period is calculated taking into account the percentage of completion at the end of each financial period, considering the work in progress and the costs incurred until this date compared to the budgeted costs.
5
Changes in Inventories and Raw Materials and Consumables Used
Changes to inventory are recorded in consumption of finished goods, raw materials and other consumables. Inventory consists of electric chargers and related parts, which are available for sale or for warranty requirements. Inventories are stated at the lower of cost or market. Cost is determined by the first-in, first-out method. Inventory that is sold to third parties is included within changes in inventories and raw materials and consumables used. We periodically review for slow-moving, excess or obsolete inventories. Products that are determined to be obsolete, if any, are written down to net realizable value.
Employee Benefits
Employee benefits consist primarily of wages and salaries, share-based payment plan expenses and social security. We have 5 different share-based plans: (i) 2018 Legacy Stock Option Program for Founders; (ii) 2020 Legacy Stock Option Program for Employees (“ESOP”); (iii) 2018 Legacy Stock Option Program for Management (“MSOP”); (iv) Wallbox N.V. Amended & Restated 2021 Employee Stock Purchase Plan; and (v) Wallbox N.V. 2021 Equity Incentive Plan (“RSU”). For the MSOP, ESOP and RSU we record share-based payments based on the estimated fair value of the award at the grant date. It is recognized as an expense in the consolidated statements of profit or loss over the requisite service period. The estimated fair value of the award granted after the Business Combination as defined below is based on the market price of our common stock listed in the NYSE on the date of grant. Employee benefits also includes the impact from Coil and Ares earn-outs to sellers as it is linked to their continued provision of services in future.
For the 2018 Legacy Stock Option Program for Founders, we record share-based payments based on the estimated fair value using the American option chain and considering the conditions established in the plan. This plan is considered fully vested from their date of concession.
Other Operating Expenses
Other operating expenses primarily consist of professional services, marketing expenses, external temporary workers expense, delivery expense, insurance premiums and other expenses, including leases of machinery with lease terms of twelve months or less and leases of office equipment with low value, including IT equipment.
Amortization and Depreciation
Depreciation, amortization and accretion relates to our intangible assets, right-of-use assets, property and equipment.
Impairment of Goodwill
Impairment of goodwill consists in the impairment expense booked in the period as a result of the impairment test performed.
Net Other Income
Other income consists of all other income and expenses linked to activities that are outside the core of our operating activities and may include income or losses related to gain or loss of assets, liabilities, and grants.
Operating Loss
Operating loss consists of our revenue and net other income less changes in inventories and raw materials and consumables used, employee benefits, other operating expenses and amortization and depreciation.
Financial Income and Financial Expenses
Financial income consists of interest income on outstanding cash positions and fair value adjustments of derivative instruments and valuation of financial instruments. Financial expenses consist of interest expense on loan and borrowings including leases, fair value adjustments on the convertible bonds, valuation of financial instruments and the unwinding effect on the put option liabilities. During 2022 we finished implementing a cash pool system within our subsidiaries which we expect to reduce our net finance cost.
Change in Fair Value of Derivative Warrant Liabilities
6
On October 1, 2021, Wallbox Chargers S.L.U. entered into a business combination agreement with the SPAC, Kensington Capital Acquisition Corp. II (“Kensington”), as a result of which we became a publicly traded company on the New York Stock Exchange (the “Business Combination”). At the closing of the Business Combination 5,750,000 warrants originally issued to public shareholders of Kensington in connection with its initial public offering were converted into warrants to purchase one Class A ordinary share, nominal value €0.12 per share of Wallbox N.V. (”Class A Share”) at a price of $11.50, subject to adjustment, (the “Public Warrants”) and 8,933,333 warrants originally issued to certain shareholders of Kensington in a private placement transaction that occurred concurrently with the closing of Kensington’s initial public offering were converted into warrants to purchase one Class A Share at a price of $11.50 per share, subject to adjustment (the “Private Warrants”). Public and Private Warrants originally issued by Kensington to its public shareholders and its sponsors were converted on the closing date of the Business Combination, into a right to acquire one Class A Share on substantially the same terms as were in effect immediately prior to the closing date. These warrants were considered part of the net assets of Kensington at the time of the Business Combination. In addition, during 2023, Wallbox issued new warrants as part of the facility agreement with Banco Bilbao Vizcaya Argentaria, S.A. ("BBVA") entered into in February 2023. On February 9, 2023 we signed an agreement with BBVA granting BBVA an aggregate of 1,007,894 warrants exercisable for 1,007,894 Class A shares for an exercise price of 5.32 USD per share (the "BBVA Warrants"). The BBVA warrants are exercisable until February 9, 2033 unless earlier redeemed by us pursuant to the warrant agreement.
According to management’s assessment, both the Public and Private Warrants and BBVA Warrants fall within the scope of IAS 32 and have been classified as a derivative financial liability. In accordance with IFRS 9 guidance, derivatives that are classified as financial liabilities shall be measured at fair value with subsequent changes in fair value to be recognized in profit and loss.
In addition, on July 30, 2024, we and Generac Power Systems, Inc. (“Generac”) entered into warrant agreements pursuant to which we issued to Generac (a) an aggregate of 11,135,873 warrants exercisable until May 8, 2029 and (b) an aggregate of 1,967,098 warrants exercisable until July 30, 2028, in each case, for an equal number of Class A Shares at an exercise price of up to $3.05 per Class A Share and unless earlier redeemed by us. See “— Liquidity and Capital Resources — Sources of Liquidity” for additional information on the warrants issued to Generac.
Foreign Exchange Gains/(Losses)
Foreign exchange gains (losses) consist of realized and unrealized gains (losses) on foreign currency transactions and outstanding balances at year-end.
Income Tax Credit
Income tax credit relates to a percentage of research and development (“R&D”) related expenses that are expected to be eligible for tax deductions. As a deduction as a result of our tax residency in Spain, the tax credit is available as a deduction for certain eligible R&D expenses, including IT and product development.
Loss for the Period
Loss for the period consists of our operating loss, net financial loss, share of loss of equity-accounted investees and income tax credit.
Operating Results
Comparison of the six months ended June 30, 2024 and 2023
The results of operations presented below should be reviewed in conjunction with our consolidated financial statements and the notes thereto included in our Annual Report and the interim condensed consolidated financial statements and the notes thereto included in this Interim Report. The following table sets forth our consolidated results of operations data for the six months ended June 30, 2024 and 2023:
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Six Months Ended |
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June 30, |
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Variance |
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2024 |
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2023 |
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Unaudited |
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Unaudited |
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€ |
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% |
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(€ in thousands) |
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Sales of goods |
|
€ |
83,946 |
|
|
€ |
60,275 |
|
|
€ |
23,671 |
|
|
|
39.3 |
% |
Sales of services |
|
€ |
7,947 |
|
|
€ |
7,745 |
|
|
€ |
202 |
|
|
|
2.6 |
% |
Revenue |
|
€ |
91,893 |
|
|
€ |
68,020 |
|
|
€ |
23,873 |
|
|
|
35.1 |
% |
Changes in inventories and raw materials and |
|
€ |
(55,749 |
) |
|
€ |
(45,328 |
) |
|
€ |
(10,421 |
) |
|
|
23.0 |
% |
Employee benefits |
|
€ |
(36,991 |
) |
|
€ |
(45,069 |
) |
|
€ |
8,078 |
|
|
|
(17.9 |
%) |
Other operating expenses |
|
€ |
(27,962 |
) |
|
€ |
(34,603 |
) |
|
€ |
6,641 |
|
|
|
(19.2 |
%) |
Amortization and depreciation |
|
€ |
(18,418 |
) |
|
€ |
(12,380 |
) |
|
€ |
(6,038 |
) |
|
|
48.8 |
% |
Impairment of goodwill |
|
€ |
(2,349 |
) |
|
€ |
— |
|
|
€ |
(2,349 |
) |
|
n/m |
|
|
Net other income |
|
€ |
527 |
|
|
€ |
1,755 |
|
|
€ |
(1,228 |
) |
|
|
(70.0 |
%) |
Operating Loss |
|
€ |
(49,049 |
) |
|
€ |
(67,605 |
) |
|
€ |
18,556 |
|
|
|
(27.4 |
%) |
Financial income |
|
€ |
957 |
|
|
€ |
569 |
|
|
€ |
388 |
|
|
|
68.2 |
% |
Financial expenses |
|
€ |
(11,574 |
) |
|
€ |
(6,704 |
) |
|
€ |
(4,870 |
) |
|
|
72.6 |
% |
Change in fair value of derivative warrant liabilities |
|
€ |
1,239 |
|
|
€ |
502 |
|
|
€ |
737 |
|
|
|
146.8 |
% |
Foreign exchange gains/(losses) |
|
€ |
(1,074 |
) |
|
€ |
985 |
|
|
€ |
(2,059 |
) |
|
|
(209.0 |
%) |
Net Financial Income/(Loss) |
|
€ |
(10,452 |
) |
|
€ |
(4,648 |
) |
|
€ |
(5,804 |
) |
|
|
124.9 |
% |
Loss before Tax |
|
€ |
(59,501 |
) |
|
€ |
(72,253 |
) |
|
€ |
12,752 |
|
|
|
(17.6 |
%) |
Income tax credit |
|
€ |
1,266 |
|
|
€ |
1,621 |
|
|
€ |
(355 |
) |
|
|
(21.9 |
%) |
Loss for the period |
|
€ |
(58,235 |
) |
|
€ |
(70,632 |
) |
|
€ |
12,397 |
|
|
|
(17.6 |
%) |
Note: “n/m” means the amount was not meaningful.
Revenues
Sales of goods revenue increased by €23,671 thousand, or 39.3%, for the six months ended June 30, 2024 as compared to the six months ended June 30, 2023, primarily due to the increase of sales of our AC and DC chargers in our main markets and the contribution of ABL sales in the first half of 2024. Sales of DC chargers has grown more quickly than the sales of AC chargers.
Sales of services revenue was flat compared with the same prior year period with an increase of €202 thousand, or 2.6%, for the six months ended June 30, 2024 as compared to the six months ended June 30, 2023, as we continued to invest in the sales of our chargers.
Operating Loss
Expenses related to changes in inventories and raw materials and consumables used increased by €10,421 thousand, or 23.0%, for the six months ended June 30, 2024, as compared to the six months ended June 30, 2023. These expenses increased at a lower rate than our revenues, primarily as a result of the improvements in the Gross Margin in our products.
Employee benefits expense decreased by €8,078 thousand, or 17.9%, for the six months ended June 30, 2024, as compared to the six months ended June 30, 2023, primarily reflecting the improvements achieved in terms of personnel cost efficiency.
Other operating expenses decreased by €6,641 thousand, or 19.2%, for the six months ended June 30,2024, as compared to the six months ended June 30, 2023, primarily due to the impact of our programs for cost reductions started in 2023.
Amortization and depreciation increased by €6,038 thousand, or 48.8%, for the six months ended June 30, 2024, as compared to the six months ended June 30, 2023, primarily due to investments in ABL in the last quarter of 2023.
Impairment of goodwill has increased by €2,349 thousand as a result of the impairment of Nordics CGU following the impairment test performed.
Net other income decreased by €1,228 thousand, or 70.0%, for the six months ended June 30, 2024 as compared to the six months ended June 30, 2023, primarily due to the impact of the way we account for different types of governmental grants in our income statement. There was no substantive change in the amount of governmental grants that we received during this period.
8
Net Financial Income/(Loss)
Financial income increased by €388 thousand for the six months ended June 30, 2024 as compared to the six months ended June 30, 2023, primarily resulting from the increase in the interest rate of our financial investments.
Financial expenses increased by €4,870 thousand for the six months ended June 30, 2024 as compared to the six months ended June 30, 2023, primarily due to the impact of the interest and bank fees and expenses incurred as a result of the drawn down under our available lines of credit during the six months ended June 30, 2024. Change in fair value of derivative warrant liabilities increased by €737 thousand for the six months ended June 30, 2024 as compared to the six months ended June 30, 2023, primarily due to the decrease of the fair value of the warrants.
Foreign exchange results decreased by €2,059 thousand for the six months ended June 30, 2024 as compared to the six months ended June 30, 2023, primarily due to fluctuations in USD against the Euro.
Income Tax Credit
Income tax credit decreased by €355 thousand, for the six months ended June 30, 2024 as compared to the six months ended June 30, 2023, primarily due to the recognition of a tax credit receivable for certain R&D expenses. No deferred tax assets were recorded for losses carried forward and hence no regular corporate income charge is recorded in both periods.
Segment Results
EMEA Segment
Comparison of the six months ended June 30, 2024 and 2023
The following table presents our results of operations at a segment level for EMEA for the six months ending June 30, 2024 and 2023:
|
|
Six Months Ended |
|
|
|
|
|
|
|
|||||||
|
|
June 30, |
|
|
Variance |
|
||||||||||
|
|
2024 |
|
|
2023 |
|
|
|
|
|
|
|
||||
|
|
Unaudited |
|
|
Unaudited |
|
|
€ |
|
|
% |
|
||||
|
|
(€ in thousands) |
|
|||||||||||||
Revenue |
|
€ |
79,433 |
|
|
€ |
58,299 |
|
|
€ |
21,134 |
|
|
|
36.3 |
% |
Changes in inventories and raw materials and |
|
€ |
(48,397 |
) |
|
€ |
(40,009 |
) |
|
€ |
(8,388 |
) |
|
|
21.0 |
% |
Employee benefits |
|
€ |
(30,233 |
) |
|
€ |
(33,443 |
) |
|
€ |
3,210 |
|
|
|
(9.6 |
)% |
Other operating expenses |
|
€ |
(22,937 |
) |
|
€ |
(28,476 |
) |
|
€ |
5,539 |
|
|
|
(19.5 |
)% |
Amortization and depreciation |
|
€ |
(16,972 |
) |
|
€ |
(10,888 |
) |
|
€ |
(6,084 |
) |
|
|
55.9 |
% |
Impairment of goodwill |
|
€ |
(2,349 |
) |
|
€ |
— |
|
|
€ |
(2,349 |
) |
|
n/m |
|
|
Net other income/(expense) |
|
€ |
654 |
|
|
€ |
1,657 |
|
|
€ |
(1,003 |
) |
|
|
(60.5 |
)% |
Operating loss |
|
€ |
(40,801 |
) |
|
€ |
(52,860 |
) |
|
€ |
12,059 |
|
|
|
(22.8 |
)% |
Note: “n/m” means the amount was not meaningful.
Revenue increased by €21,134 thousand, or 36.3%, for the six months ended June 30, 2024, as compared to the six months ended June 30, 2023, primarily due to the increase of sales of our AC and DC chargers in our main markets and the contribution of ABL sales in the first half of 2024. Sales of DC chargers has grown more quickly than the sales of AC chargers.
Operating loss decreased by €12,059 thousand for the six months ended June 30, 2024, as compared to the six months ended June 30, 2023, primarily due to the impact of the employee and other operating expense reduction initiatives commenced in 2023, amounting €3,210 thousand and €5,539 thousand respectively. Net other income decreased in the six months ended June 30, 2024 primarily due to the impact of the way we account for different types of governmental grants in our income statement. There was no substantive change in the amount of governmental grants that we received during this period.
Amortization and depreciation increased by €6,084 thousand for the six months ended June 30, 2024 as compared to the six months ended June 30, 2023 primarily due to investments in ABL in the last quarter of 2023.
9
Impairment of goodwill has increased by €2,349 thousand as a result of the impairment of Nordics CGU following the impairment test performed.
NORAM Segment
Comparison of the six months ended June 30, 2024 and 2023
The following table presents our results of operations at a segment level for NORAM for the six months ended June 30, 2024 and 2023:
|
|
Six Months Ended |
|
|
|
|
|
|
|
|||||||
|
|
June 30, |
|
|
Variance |
|
||||||||||
|
|
2024 |
|
|
2023 |
|
|
|
|
|
|
|
||||
|
|
Unaudited |
|
|
Unaudited |
|
|
€ |
|
|
% |
|
||||
|
|
(€ in thousands) |
|
|||||||||||||
Revenue |
|
€ |
16,456 |
|
|
€ |
12,526 |
|
|
€ |
3,930 |
|
|
|
31.4 |
% |
Changes in inventories and raw materials and |
|
€ |
(11,635 |
) |
|
€ |
(8,173 |
) |
|
€ |
(3,462 |
) |
|
|
42.4 |
% |
Employee benefits |
|
€ |
(6,584 |
) |
|
€ |
(11,265 |
) |
|
€ |
4,681 |
|
|
|
(41.6 |
)% |
Other operating expenses |
|
€ |
(4,928 |
) |
|
€ |
(5,987 |
) |
|
€ |
1,059 |
|
|
|
(17.7 |
)% |
Amortization and depreciation |
|
€ |
(1,445 |
) |
|
€ |
(1,491 |
) |
|
€ |
46 |
|
|
|
(3.1 |
)% |
Net other income/(expense) |
|
€ |
(127 |
) |
|
€ |
97 |
|
|
€ |
(224 |
) |
|
|
(230.9 |
)% |
Operating loss |
|
€ |
(8,263 |
) |
|
€ |
(14,293 |
) |
|
€ |
6,030 |
|
|
|
(42.2 |
)% |
Note: “n/m” means the amount was not meaningful.
Revenue increased by €3,930 thousand, 42.4%, for the six months ended June 30, 2024 as compared to the six months ended June 30, 2023 primarily due to the strong AC and DC sales in the North America market.
Employee benefits decreased by €4,681 thousand, primarily due to the reduction in personnel in this region as part of the reduction cost program started in 2023.
Other operating expenses decreased by €1,059 thousand, for the six months ended June 30, 2024, as compared to the six months ended June 30, 2023, primarily due to the impact of cost reduction program started in 2023.
APAC Segment
Comparison of the six months ended June 30, 2024 and 2023
The following table presents our results of operations at a segment level for APAC for the six months ended June 30, 2024 and 2023:
|
|
Six Months Ended |
|
|
|
|
|
|
|
|||||||
|
|
June 30, |
|
|
Variance |
|
||||||||||
|
|
2024 |
|
|
2023 |
|
|
|
|
|
|
|
||||
|
|
Unaudited |
|
|
Unaudited |
|
|
€ |
|
|
% |
|
||||
|
|
(€ in thousands) |
|
|||||||||||||
Revenue |
|
€ |
966 |
|
|
€ |
370 |
|
|
€ |
596 |
|
|
|
161.08 |
% |
Changes in inventories and raw materials and |
|
€ |
(528 |
) |
|
€ |
(321 |
) |
|
€ |
(207 |
) |
|
|
64.5 |
% |
Employee benefits |
|
€ |
(174 |
) |
|
€ |
(361 |
) |
|
€ |
187 |
|
|
|
(51.8 |
)% |
Other operating expenses |
|
€ |
(297 |
) |
|
€ |
(140 |
) |
|
€ |
(157 |
) |
|
|
112.1 |
% |
Amortization and depreciation |
|
€ |
(1 |
) |
|
€ |
(1 |
) |
|
€ |
— |
|
|
|
— |
|
Net other income/(expense) |
|
€ |
— |
|
|
€ |
1 |
|
|
€ |
(1 |
) |
|
|
(100.0 |
)% |
Operating loss |
|
€ |
(34 |
) |
|
€ |
(452 |
) |
|
€ |
418 |
|
|
|
(92.5 |
)% |
Revenue increased by €596 thousand, 161.8%, for the six months ended June 30, 2024 as compared to the six months ended June 30, 2023 primarily due to the sales in the Australian region.
10
Operating loss for the six months ended June 30, 2024 improved by €418 thousand compared to the six month ended June 30, 2023 mainly due to the increase of activity mentioned above.
Non-IFRS Metrics
We have included in this Interim Report certain financial measures not based on IFRS, including EBITDA and Adjusted EBITDA (together, the “Non-IFRS Measures”), as well as Gross Margin. See the definitions set forth below for a further explanation of these terms.
Management uses the Non-IFRS Measures:
The Non-IFRS Measures may not be comparable to similar measures disclosed by other companies, because not all companies and analysts calculate these measures in the same manner. We present the Non-IFRS Measures because we consider them to be important supplemental measures of our performance, and we believe they are frequently used by securities analysts, investors and other interested parties in the evaluation of companies. Management believes that investors’ understanding of our performance is enhanced by including the Non-IFRS Measures as a reasonable basis for comparing our ongoing results of operations. By providing the Non-IFRS Measures, together with reconciliations to IFRS, we believe we are enhancing investors’ understanding of our business and our results of operations, as well as assisting investors in evaluating how well we are executing our strategic initiatives.
Items excluded from the Non-IFRS Measures are significant components in understanding and assessing financial performance. The Non-IFRS Measures have limitations as analytical tools and should not be considered in isolation, or as an alternative to, or a substitute for loss for the period, revenue or other financial statement data presented in our consolidated financial statements as indicators of financial performance. Some of the limitations are:
Due to these limitations, EBITDA and Adjusted EBITDA should not be considered as measures of discretionary cash available to us to invest in the growth of our business and are in addition to, not a substitute for or superior to, measures of financial performance prepared in accordance with IFRS. In addition, the Non-IFRS Measures we use may differ from the Non-IFRS financial measures used by other companies and are not intended to be considered in isolation or as a substitute for the financial information prepared and presented in accordance with IFRS. Furthermore, not all companies or analysts may calculate similarly titled measures in the same manner. We compensate for these limitations by relying primarily on our IFRS results and using the Non-IFRS Measures only as supplemental measures.
We define our Non-IFRS measures as follows:
“Gross Margin” is defined as revenue less changes in inventory, raw materials and other consumables used divided by revenue.
"EBITDA" is defined as loss for the period before income tax credit, financial income, financial expenses, amortization and depreciation, change in fair value of derivative warrants, and foreign exchange gains/(losses). "Change in fair value of derivative
11
warrant liabilities" and "Foreign exchange gains/(losses)" were added to the definition of EBITDA, as management believes it presents a more useful measure to evaluate the Company's performance.
Adjusted EBITDA is defined as EBITDA for the period, further adjusted to take into account the impact of certain non-cash and other items that we do not consider in our evaluation of ongoing operating performance. These non-cash and other items include, but not are limited to, share based payment plan expenses, certain one-time expenses related to a reduction in workforce initiated in January 2023, certain non-cash expenses related to the ESPP plan launched in January 2023, any negative goodwill arising from business combinations, and other items outside the scope of our ordinary activities.
The following table reconciles EBITDA and Adjusted EBITDA to the most directly comparable IFRS financial measure, which is loss for the period:
|
|
Six Months Ended June 30, |
|
|||||
|
|
2024 |
|
|
2023 |
|
||
€ in thousands |
|
Unaudited |
|
|
Unaudited |
|
||
Loss |
|
€ |
(58,235 |
) |
|
€ |
(70,632 |
) |
Income tax credit |
|
€ |
(1,266 |
) |
|
€ |
(1,621 |
) |
Amortization and depreciation |
|
€ |
18,418 |
|
|
€ |
12,380 |
|
Financial income |
|
€ |
(957 |
) |
|
€ |
(569 |
) |
Financial expense (1) |
|
€ |
11,574 |
|
|
€ |
6,704 |
|
Change in fair value of derivative warrant liabilities (2) |
|
€ |
1,239 |
|
|
€ |
(502 |
) |
Foreign exchange gains/(losses) |
|
€ |
1,074 |
|
|
€ |
(985 |
) |
EBITDA |
|
€ |
(28,153 |
) |
|
€ |
(55,225 |
) |
Share based payment plan expenses (3) |
|
€ |
1,379 |
|
|
€ |
11,059 |
|
Impairment of goodwill |
|
€ |
2,349 |
|
|
€ |
— |
|
Other items (4) |
|
€ |
(527 |
) |
|
€ |
(1,755 |
) |
One-time expenses (5) |
|
€ |
2,327 |
|
|
€ |
2,208 |
|
Other non-cash expenses (6) |
|
€ |
414 |
|
|
€ |
815 |
|
Adjusted EBITDA |
|
€ |
(22,211 |
) |
|
€ |
(42,898 |
) |
Liquidity and Capital Resources
Sources of Liquidity
We have a history of operating losses and negative operating cash flows. We have experienced net losses and significant cash outflows from cash used in operating activities over the past years as it has been investing significantly in the development of our EV charging products. During the six months ended June 30, 2024, we incurred a loss of €58.2 million and net cash used in operating activities of €17.6 million, and for the six months ended June 30, 2023, we incurred a loss for the period of €70.6 million and net cash used in operating activities of €44.5 million.
12
As of June 30, 2024 and 2023, we had cash and cash equivalents of €59.7 million and €105.6 million, respectively, and an accumulated deficit of €478.4 million and €377.3 million, respectively. Our current working capital needs relate mainly to the growth of the current business and continuing operations. Our ability to expand and grow our business will depend on many factors, including our working capital needs and the evolution of our operating cash flows. Our primary cash requirements include operating expenses, satisfaction of commitments to various counterparties and suppliers, and capital expenditures (including property and equipment). Our principal uses of cash in recent periods have been funding of our operations and development of intangibles with respect to EV chargers and energy management software.
In assessing the going concern basis of presentation, we had to estimate expected cash flows for the next 12 months, including our compliance with covenants, exercise of warrants and availability of other financial funding from banks. Based on these estimations, management believes that our sources of liquidity will be sufficient to meet our business needs and expected cash outflows for at least the next 12 months. Although the expectation for the coming year is to continue to have net losses and we expect to continue to make investments, we also expect these sources of liquidity will be sufficient to fund our long-term contractual obligations and capital needs. However, this is subject, to a certain extent, to general economic, financial, competitive, regulatory and other factors that are beyond our control. If we are unable to generate sufficient cash flows from operations in the future, we may have to obtain additional financing, which may include equity or debt issuances and/or credit financing. If we obtain additional capital by issuing equity, the interests of our existing shareholders will be diluted and, if we incur additional indebtedness, that indebtedness may contain significant financial and other covenants that may significantly restrict our operations. We cannot assure that we could obtain additional financing on favorable terms or at all.
Our primary sources of liquidity have historically been cash generated from operations, the issuance of debt and equity instruments and under bank loans.
In April 2021, we entered into a loan agreement with Banco Santander, S.A. for a loan in the amount of €12.6 million with a maturity of 2027 to finance the investments for a new factory in Zona Franca, Barcelona. As of June 30, 2024, the interest rate was 12-month EURIBOR plus 6.79%. Among other things, this loan originally prohibited the payment of dividends and the incurrence of liens without equally and ratably securing such loan, although in September 2021 we obtained a waiver of the loan’s prohibition of the payment of dividends. During 2021, convertible bonds were issued for an amount of €34.6 million.
On December 5, 2022, we completed a private placement of our Class A Shares and issued and sold 8,176,694 Class A Shares for aggregate gross proceeds of $43.5 million (€41.7 million) to certain existing investors and strategic partners at a price of $5.32 per share. Investors in the transaction included, among others, Iberdrola and Kensington Capital Partners, both strategic partners and current shareholders, Infisol 3000 and Orilla Asset Management, S.L., current shareholders each of which have a seat on our Board of Directors, and Enric Asunción, Co-founder and CEO of the Company
On December 30, 2022, we entered into a loan agreement with Banco Santander, S.A. for a loan in the amount of €17.9 million, with a maturity date in 2029 and as of June 30, 2024, the interest rate in effect was 12-month EURIBOR plus 6.79%.
On February 9, 2023 (the “Facility Closing Date”), Wallbox, as guarantor, and its wholly-owned direct Spanish subsidiary, Wall Box Chargers, S.L.U., as borrower entered into a Facility Agreement (the “Facility Agreement”) with BBVA. The Facility Agreement provides for an aggregate term loan commitment of €25.0 million (the “Facility”), and we received net borrowings of €24.6 million after deducting fees and expenses. As of June 30, 2024, the interest rate was 1-month EURIBOR plus 8%.
The BBVA Facility is secured by certain intellectual property rights. The BBVA Facility matures on the fourth anniversary of the BBVA Facility Closing Date and under certain circumstances may be extended to mature on the fifth anniversary of the BBVA Facility Closing Date. Wall Box Chargers is permitted to prepay the BBVA Facility in whole or in part upon notice thereof in accordance with the terms of the BBVA Facility Agreement. Upon an event of default specified in the BBVA Facility Agreement that remains uncured after 15 business days, the BBVA Facility may become due and payable in full upon provision of notice thereof in accordance with the terms of the BBVA Facility Agreement. The BBVA Facility Agreement contains affirmative and negative covenants, including without limitation a minimum cash requirement and restrictions on incurrence of additional debt, liens, fundamental changes, asset sales, restricted payments and transactions with affiliates. The BBVA Facility Agreement also contains financial covenants regarding maintenance as of the end of each fiscal quarter of a maximum senior net debt to gross profit ratio ranging from 1.60x in 2023 to 0.60x in 2026 and thereafter and a minimum level of shareholders’ equity of 0.00. The BBVA Facility Agreement is governed by Spanish law. On December 22, 2023 we obtained a waiver issued by BBVA regarding the compliance with the maximum net financial debt to gross profit ratio financial covenant and the maximum capital expenditures permitted for the fiscal year 2023. We received further waivers on March 21, 2024 and July 30, 2024 covering the first and second quarters of 2024 and third quarter of 2024, respectively, regarding compliance with the maximum net financial debt to gross profit ratio financial covenant for the fiscal year 2024 As of June 30, 2024, we were in compliance with the covenants under the BBVA Facility or had obtained a waiver from BBVA.
13
Substantially concurrently with the closing of the Facility Agreement and in consideration thereof, we entered into a Warrant Agreement (the “Warrant Agreement”) and Subscription Agreement (the “Subscription Agreement”) with BBVA (together with its assignees, the “Warrantholder”) pursuant to which we issued to the Warrantholder, and the Warrantholder subscribed for and acquired, an aggregate of 1,007,894 warrants exercisable for 1,007,894 Class A Shares, for an exercise price of $5.32 per share. Pursuant to the Subscription Agreement, we agreed to file a registration statement for the resale of the Class A Shares issuable upon exercise of the Warrant. The Warrant Agreement provides for a redemption right in favor of Wallbox when the Class A Shares achieve a value of $11.00 per share.
On April 3, 2023, we entered into an Equity Distribution Agreement (the “Equity Distribution Agreement”) with Canaccord Genuity LLC (“Canaccord”) and Oppenheimer & Co. Inc. (“Oppenheimer”) with respect to the offer and sale of our Class A Shares, with aggregate offering price of up to $100 million, from time to time, establishing an at the market program under which Canaccord and Oppenheimer will act as sales agents (the “Sales Agents”). The sales, if any, of the Class A Shares under the Equity Distribution Agreement will be made by any method permitted that is deemed an “at the market offering” as defined in Rule 415(a)(4) under the Securities Act, or, in negotiated transactions or block transactions. The Equity Distribution Agreement provides that the commission payable to the Sales Agents for sales of our Class A Shares shall be up to three percent (3.0%) of the gross sales proceeds for any Class A Shares sold through the Sales Agent pursuant to the Equity Distribution Agreement. During the year ended December 31, 2023, we sold 2,630,076 Class A Shares resulting in $7,526 million (€6,876 million) in net proceeds, after deducting the commission and expenses payable to the Sales Agent in connection with such sales. During the first six months of 2024, we have not sold any shares under this program.
On June 15, 2023, we closed a private placement of Class A Shares, pursuant to which we sold 18,832,432 Class A Shares for aggregate gross proceeds of $48.6 million (€44.9 million) to certain existing investors and strategic partners at a price of $2.58 per share. Pursuant to the registration rights we agreed to as part of the private placement, we filed a registration statement for the resale of the Class A Shares purchased in the private placement on July 19, 2023.
On October 16, 2023, we, our wholly owned subsidiary, Wallbox USA, Inc. (“Wallbox USA”), and Wall Box Chargers, entered into agreements (the “October 2023 Facility Agreements”) that provide for: (i) a syndicated loan with Instituto de Crédito Oficial E.P.E., Institut Català de Finances, Mora Banc Grup SA and EBN Banco de Negocios, S.A. (“EBN Banco”) as funding entities, EBN Banco as coordinating entity and agent, Wallbox Spain as borrower and Wallbox USA and Wallbox as guarantors; and (ii) a loan with Compañía Española de Financiación Del Desarrollo COFIDES, S.A., S.M.E., as funding entity, EBN Banco as coordinating entity, Wallbox USA as borrower and Wallbox Spain and Wallbox as guarantors. The October 2023 Facility Agreements provide for an aggregate term loan commitment of €35.0 million (the “October 2023 Term Loan”), which aggregate amount was elected to be drawn on October 14, 2023. As of December 31, 2023 and June 30, 2024, we had €35.0 million of borrowings outstanding under the October 2023 Term Loan.
Principal outstanding under the October 2023 Term Loan will accrue interest on a daily basis at a rate equal to three-month EURIBOR plus an amount equal to 3.25% per annum, provided that, the October 2023 Facility Agreements also include sustainability-linked pricing adjustments and, as to Facility Agreement 2, pricing adjustments related to sales in the United States. The Term Loan will be secured by the property assets that are acquired in Barcelona with the proceeds under the October 2023 Term Loan, the bank accounts related to the October 2023 Facility Agreements and the credit rights under the insurance agreements related to the property assets to be secured. The October 2023 Term Loan matures on the fifth anniversary of October 16, 2023. The relevant borrower is permitted to prepay the October 2023 Term Loan in whole or in part upon notice thereof in accordance with the terms of the October 2023 Facility Agreements. The October 2023 Facility Agreements also contain covenants that require, based on Wallbox’s audited consolidated financial statements, a total debt to equity ratio ranging from 2.00x or less in 2023 to 1.20x or less in 2026 and thereafter, and a net debt to equity ratio ranging from 1.40x or less in 2023 to 0.90x or less in 2026 and thereafter, as well as other affirmative and negative covenants and customary events of default. As of June 30, 2024, we were in compliance with the covenants under the October 2023 Facility Agreement.
On December 13, 2023 we closed a private placement of Class A Shares, pursuant to which we sold 10,360,657 Class A Shares for aggregate gross proceeds of $31.6 million (€29.3 million) to certain existing investors and Generac at a price of $3.05 per share. Pursuant to the registration rights we agreed to as part of the private placement we filed a registration statement for the resale of the Class A Shares purchased in the private placement on January 12, 2024. Substantially concurrently with the closing of the transaction, we entered into several other related governance agreements.
On March 22, 2024, we, our wholly owned subsidiary Wall Box Chargers, S.L.U., as borrower, entered into agreement "Asset Based Facility Agreement" with HSBC Continental Europe. This agreement provides for an aggregate term loan of €15 million. As of June 30, 2024, the interest rate was EURIBOR plus 5%.
On July 30, 2024, we and Generac entered into warrant agreements (the “Warrant Agreements”), pursuant to which we issued to Generac (together with its assignees, the “Warrantholder”), and the Warrantholder subscribed for and acquired, (a) an aggregate of
14
11,135,873 warrants exercisable until May 8, 2029 and (b) an aggregate of 1,967,098 warrants exercisable until July 30, 2028, in each case for an equal number of our Class A Shares, at an exercise price of up to $3.05 per Class A Share (which exercise price may be lowered at the sole discretion of the Company prior to the Expiration Date (as defined in the Warrant Agreements). The Warrant Agreements also provide for a redemption right in our favor when the reported trading price of our Class A Shares is at least $6.00 per share on each of twenty (20) trading days within the thirty (30) trading-day period ending on the third business day prior to the date when the notice of redemption is given.
On August 5, 2024, we closed a private placement of Class A Shares, pursuant to which we sold 36,334,277 Class A Shares for aggregate gross proceeds of $45 million to certain existing investors and strategic partners at a price of $ 1.2385 per share. Pursuant to the registration rights we agreed to as part of the private placement, we agreed to file a registration statement for the resale of the Class A Shares purchased in the private placement.
Liquidity Policy
As an early-stage company, we maintain a strong focus on liquidity and define our liquidity risk tolerance based on sources and uses to maintain a sufficient liquidity position to meet our obligations under both normal and stressed conditions. We manage our liquidity to provide access to sufficient funding to meet our business needs and financial obligations, as well as capital allocation and growth objectives.
Cash Flow Summary
The following table summarizes our cash flows for the six months ended June 30, 2024 and 2023:
|
|
Six Months Ended |
|
|
|
|
|
|
|
|||||||
|
|
June 30, |
|
|
Variance |
|
||||||||||
|
|
2024 |
|
|
2023 |
|
|
|
|
|
|
|
||||
|
|
Unaudited |
|
|
Unaudited |
|
|
€ |
|
|
% |
|
||||
|
|
(€ in thousands) |
|
|||||||||||||
Net cash used in operating activities |
|
€ |
(17,593 |
) |
|
€ |
(44,459 |
) |
|
€ |
26,866 |
|
|
|
(60 |
)% |
Net cash from (used) in investing activities |
|
€ |
(25,661 |
) |
|
€ |
(29,054 |
) |
|
€ |
3,393 |
|
|
|
(12 |
)% |
Net cash from financing activities |
|
€ |
(2,034 |
) |
|
€ |
97,160 |
|
|
€ |
(99,194 |
) |
|
|
(102 |
)% |
Operating Activities
Net cash used in operating activities decreased by €26,866 thousand, or 60%, for the six months ended June 30, 2024 as compared to the six months ended June 30, 2023, primarily due to fluctuations of working capital usage which was higher in the six months ended June 30, 2024, as compared to same period in the current year as a result of greater customer collections during the six months ended June 30, 2023 and the impact of the cost reduction measures taken.
Investing Activities
Net cash used in investing activities decreased by €3,393 thousand, or 12%, for six months ended June 30, 2024 as compared to the six months ended June 30, 2023, primarily due to the impact of payment for capex in the second the first half of 2024 compared to the same period of 2023.
Financing Activities
Net cash from financing activities decreased by €99,194 thousand, or 102%, for the six months ended June 30, 2024, as compared to the six months ended June 30, 2023, primarily due to the cash flow from net proceeds from loans, the increase on interest payments due to the increase in interest rate and no private placements and ATM program have occur during the first half of 2024.
Critical Accounting Policies and Estimates
Our discussion and analysis of our financial condition and results of operations is based on our consolidated financial statements, which have been prepared in accordance with IFRS. The preparation of these financial statements requires us to make estimates, assumptions and judgements that affect the reported amounts of assets, liabilities, revenues, costs and expenses. We evaluate our estimates and judgements on an ongoing basis, and our actual results may differ from these estimates. We base our estimates on historical experience, known trends and events, contractual milestones and other various factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgements about the carrying value of assets and liabilities that are not readily apparent from other sources.
15
Our critical accounting estimates and judgments are described in Note 3 “Use of Judgements and Estimates,” within our interim condensed consolidated financial statements included in the Interim Condensed Consolidated Financial Statements. Actual results may differ from these estimates.
Going Concern
Our interim condensed consolidated financial statements included in the Interim Report have been prepared assuming we will continue as a going concern. The going concern basis of presentation assumes that we will continue in operation for at least a period of one year after the date such financial statements are issued and contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.
We experienced net losses and significant cash outflows from cash used in operating activities over the past years as we have been investing significantly in the development of EV charging products. During the six months ended June 30, 2024, we incurred a consolidated net loss of €58.2 million, and cash used in operations of €17.6 million, and during the six months ended June 30, 2023, we incurred a loss for the period of €70.6 million and net cash used in operating activities of €44.5 million. As of June 30, 2024, we had an accumulated deficit of €478.4 million and cash and cash equivalents of €59.7 million.
In assessing the going concern basis of preparation of the interim condensed consolidated financial statements, we had to estimate the expected cash flows for the next twelve months, including the compliance with covenants, exercise of warrants and availability of other financial funding from banks.
Based on the above, our management believes that we are able to continue in operational existence, meet our liabilities as they fall due, operate within our existing facilities, and meet the business plan for a period of at least twelve months from the date of issuance of our interim condensed consolidated financial statements.
As a result, the interim condensed consolidated financial statements included in our Interim Report have been presented on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. Accordingly, we continue to adopt the going concern basis in preparing our unaudited interim condensed consolidated financial statements for the six months ended June 30, 2024.
Impairment of non-current assets (including Goodwill)
Goodwill is tested for impairment at cash-generating-unit level (“CGU”) on an annual basis or if an event occurs or circumstances change that could reduce the recoverable amount of a CGU below its carrying value. These events or circumstances could include a significant change in the business climate, legal factors, operating performance indicators, competition, or sale or disposition of a significant portion of a reporting unit.
We make judgments about the recoverability of non-current assets with finite lives whenever events or changes in circumstances indicate that an impairment may exist. Recoverability of these assets with finite lives is measured by comparing the carrying amount of the asset to the future undiscounted cash flows the asset is expected to generate. If the asset is considered to be impaired, the amount of any impairment is measured as the difference between the carrying value and the recoverable amount of the impaired asset. Assumptions and estimates about future values and remaining useful lives of our non-current assets are complex and subjective. They can be affected by a variety of factors, including external factors such as industry and economic trends, and internal factors such as changes in our business strategy and our internal forecasts.
In order to determine the recoverable amount, we estimate expected future cash flows from the assets and apply an appropriate discount rate to calculate the present value of these cash flows. Future cash flows are dependent on whether the budgets and forecasts for the next five years are achieved, whereas the discount rates depend on the interest rate and risk premium associated with each of the companies.
As described in Note 10, there was no impairment of goodwill or non-current assets for the six months ended June 30, 2024 and June 30, 2023 except for the Nordics CGU that as a consequence of the reduction in activity in this market we have identified an impairment indicator and we have performed an impairment test for this CGU.
Capitalization of development costs and determination of the useful life of intangible assets
Our management reviews expenditures, including wages and benefits for employees, incurred on development activities and, based on its judgements of the costs incurred, assesses whether the expenditure meets the capitalization criteria set out in IAS 38 and the intangible assets accounting policy. Our management considers whether additional expenditures on projects relate to maintenance or new development projects. Only qualifying expenditures for new development projects will be capitalized.
16
The useful life of capitalized development costs is determined by management at the time the newly developed charger is brought into use and is regularly reviewed for appropriateness. For unique charger products controlled and developed by us, the useful life is based on historical experience with similar products as well as anticipation of future events, such as changes in technology, which may impact their useful economic life.
Business Combinations
We account for business combinations using the acquisition method when the acquired set of activities and assets meets the definition of a business and control is transferred to us. In determining whether a particular set of activities and assets is a business, we assess whether the set of assets and activities acquired includes, at a minimum, an input and a substantive process and whether the acquired set has the ability to produce outputs.
We determine and allocates the purchase price of an acquired business to the assets acquired and liabilities assumed as of the business combination date. The purchase price allocation process requires us to use significant estimates and assumptions with respect to the identification of assets previously not recognized, such as customer relationships, brand name and intangible assets, and the determination of the fair value of assets and liabilities acquired.
During the six months ended June 30, 2024, no new business combinations have occurred.
Share-Based Payments
Our management measures equity settled share-based payments at fair value at the grant date and expenses the cost over the vesting period, with a corresponding increase in equity. The expense is based upon management’s estimate of the percentage of equity instruments which will eventually vest. At each statement of financial position date, management revises its estimate of the number of equity instruments expected to vest as a result of the effect of non-market-based vesting conditions. The impact of the revision of the original estimates, if any, is recognized in profit or loss such that the cumulative expense reflects the revised estimate, with a corresponding adjustment to equity reserves.
Prior to the completion of the Business Combination on October 1, 2021, as the ordinary shares of Wallbox Chargers, S.L.U. were not listed on a public marketplace, the calculation of the fair value of its ordinary shares was subject to a greater degree of estimation in determining the basis for share-based options that it issued. Given the absence of a public market during the first months of the year, management was required to estimate the fair value of the ordinary shares at each grant date.
Our management determined the estimated fair value of its awards based on the estimated market price of the Parent’s stock on the date of grant, in practice the share price of Wallbox NV at grant date, and by applying methodologies generally accepted for this kind of valuation.
The date at which the fair value of the equity instruments granted is measured for the purposes of IFRS 2 for transactions with employees and others providing similar services is the grant date. Grant date is the date at which the entity and the employee agree to a share based payment arrangement, at which point the entity and the counterparty have a shared understanding of the terms and conditions of the arrangement. At grant date, the entity confers on the counterparty the right to cash, other assets, or equity instruments of the entity, provided the specified vesting conditions, if any, are met. If that agreement is subject to an approval process (for example, by shareholders), the grant date is the date when that approval is obtained.
Refer to Note 19 “Employee Benefits,” included within our unaudited interim condensed consolidated financial statements included in our Interim Report for the outstanding common stock options and related activity from December 31, 2023 to June 30, 2024 and assumptions used in calculating the stock option awards granted during this period.
Income Taxes
Deferred tax assets are recognized to the extent that it is probable future taxable profits will be available against which the temporary differences can be utilized. In order to determine the amount of the deferred tax assets to be recognized, we consider the amounts and dates on which future taxable profits will be obtained and the reversal period for taxable temporary differences. We have not recognized deferred tax assets as of June 30, 2024 and June 30, 2023. The key area of judgment is therefore an assessment of whether it is probable that there will be suitable taxable profits against which any deferred tax assets can be utilized. The existence of unused tax losses, as well as our history of not generating tax profits, indicates that future taxable profit may not be available to the Group, at least for the near and medium term, as we are early stage. Having considered all evidence available and the current investment phase, management determined that is probable that future taxable profits will not be available against which we will be able to offset our tax losses. Accordingly, no deferred tax asset has been recognized in the financial statements. We operate in a number of international tax jurisdictions.
17
Research and development tax credit is recognized as an asset once it is considered that there is sufficient assurance that any amount claimable will be received. The key judgment therefore arises in respect of the likelihood of a claim being successful when a claim has been quantified but has not been received. In making this judgment we consider the nature of the claim and in particular the track record of success of previous claims.
We are subject to income taxes in numerous jurisdictions and there are transactions for which the ultimate tax determination cannot be assessed with certainty in the ordinary course of business. An uncertain tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely to be made on examination. For tax positions not meeting this “more likely than not” test, no tax benefit is recorded. Penalties and interest incurred related to underpayment of income tax are classified as income tax expense in the period incurred. See Note 22 “Tax-related balances,” included within our interim condensed consolidated financial statements included in our Interim Report.
Material Weakness
In connection with the audits of our consolidated financial statements for each of the years ended December 31, 2021, 2022 and 2023, and the reviews of the unaudited interim condensed consolidated financial statements for each of the periods ended June 30, 2024 and 2023, and included in our Annual Report and Interim Report, our management and independent registered public accounting firm identified material weaknesses in our internal control over financial reporting. The material weaknesses related to: (i) lack of sufficient personnel in the finance team with an appropriate level of knowledge and experience in the application of International Financial Reporting Standards (IFRS) in relation to complex accounting transactions, such as accounting for business combinations, warrants and also in the application of other IFRS matters such as goodwill impairment testing, (ii) IT general controls have not been sufficiently designed or were not operating effectively, including controls over the completeness and accuracy of reports used in controls, and (iii) accounting policies and practices are not designed appropriately to establish an effective structure of internal controls. Thus, policies and procedures specifically with respect to the review, supervision and monitoring of the accounting and reporting functions were not operating effectively and/or documented accordingly.
Further, our independent registered public accounting firm has not been engaged to express, nor have they expressed, an opinion on the effectiveness of our internal control over financial reporting. We are currently in the process of remediating these material weaknesses and we are taking steps that we believe will address their underlying causes, however, we cannot predict the ultimate timing or success of our remediation plan. We have also enlisted the help of external advisors to provide assistance in the areas of internal controls and IFRS accounting in the short term, and are evaluating the longer-term resource needs of our accounting staff, including IFRS expertise. These remediation measures may be time-consuming and costly, and might place significant demands on our financial, accounting and operational resources.
These actions and planned actions are subject to ongoing management evaluation and will require validation and testing of the design and operating effectiveness of internal controls over a sustained period of financial reporting cycles before we are able to determine that the controls are operating effectively and the material weaknesses have been remediated. In addition, there is no assurance that we will be successful on implementing all measures and internal controls in a timely manner.
Assessing our procedures to improve our internal control over financial reporting is an ongoing process. We can provide no assurance that our remediation efforts will be successful or that we will not have material weaknesses in the future. Any material weaknesses we identify could result in an adverse reaction in the financial markets due to a loss of confidence in the reliability of our consolidated financial statements.
JOBS Act
The JOBS Act permits an emerging growth company (“EGC”) such as us to take advantage of an extended transition period to comply with new or revised accounting standards applicable to public companies. As an emerging growth company, we intend to take advantage of exemptions from various reporting requirements that are applicable to most other public companies. The exemptions include, but are not limited to:
18
We have elected to use the extended transition period under the JOBS Act until the earlier of the date we (1) are no longer an emerging growth company or (2) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act. As a result, our consolidated financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.
We will remain an emerging growth company until the earliest to occur of: (1) the last day of the fiscal year in which we have more than $1.235 billion in annual revenue; (2) the date on which we are deemed to be a “large accelerated filer,” which would occur if the market value of our equity securities held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter; (3) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period; and (4) the last day of the fiscal year ending after the fifth anniversary of Kensington’s initial public offering, or March 2, 2026.
Recent Accounting Pronouncements
See Notes 4 and 5 of our interim condensed consolidated financial statements included in our Interim Report for more information regarding recently issued accounting pronouncements and discussion of the impact of recent accounting pronouncements, respectively.
Quantitative and Qualitative Disclosures About Market Risk
Refer to Note 24 “Financial Risk Management” of our audited consolidated financial statements included in the Interim Report for more information.
Interest Rate Risk
We are exposed to Interest rate risk from possible losses due to changes in the fair value or the future cash flows of a financial instrument because of fluctuations in market interest rates. A hypothetical 1% change in interest rates would mean an increase (decrease) in profit or loss as of June 30, 2024 by €834 thousand.
Foreign Currency Risk
We have foreign currency risks related to our revenue and operating expenses denominated in currencies other than the Euro, causing both our revenue and operating results to be impacted by fluctuations in the exchange rates.
Gains or losses from the revaluation of certain cash balances, accounts receivable balances and intercompany balances that are denominated in these currencies impact our net loss. A hypothetical change in all foreign currencies against the Euro of 10% would result in an increase/decrease of our foreign currency loss on foreign-denominated balances of approximately €248 thousand. As our global operations expand, our results may be more materially impacted by fluctuations in the exchange rates of the currencies in which it does business.
At this time, we do not enter into financial instruments to hedge our foreign currency exchange risk, but it may in the future.
Other market price risk
We maintain investments in funds and other financial instruments as of June 30,2024 for an amount of €6,002 thousand €5,810 thousand as of June 30, 2023. Please refer to Note 11 of our unaudited interim condensed consolidated financial statements for further disclosures.
We have derivative warrant liabilities (see Note 11 of our unaudited interim consolidated financial statements included in our Interim Report) measured at FVTPL. The derivative warrant liabilities of €1,977 thousand as of June 30, 2024 as compared to €3,119 thousand at December 31, 2023 are measured at fair value.
A change of the warrant price by 1% would result in an increase/decrease of the underlying warrant liabilities of €20 thousand.
Contractual Obligations and Commitments
As of June 30, 2024, in addition to the contractual obligations and commitments described above under “Liquidity and Capital Resources,” there were contractual obligations to purchase, construct or develop Property, plant and equipment assets, for an amount of €623 thousand and commitments for the acquisition of intangible assets of €1,426 thousand. We intend to fund these contractual
19
obligations with cash generated from operations, equity financings and borrowings. As of June 30, 2024, these commitments mainly related to the acquisition of tools and machinery for the Group plants.
See Notes 8 and 10 of the unaudited interim condensed consolidated financial statements included in our Interim Report for more information.
Additionally, our lease agreements provide for lease obligations and the future interest payable under these agreements is as set forth in the table below. Please refer to Note 9, “Right of Use Assets and Lease Liabilities” of the interim condensed consolidated financial statements included elsewhere in the Interim Report for more information.
|
|
Payments due by period |
|
|||||||||||||||||
|
|
|
|
|
|
|
|
€ in thousands |
|
|
|
|
|
|
|
|||||
|
|
|
|
|
Less than 1 |
|
|
|
|
|
|
|
|
More than |
|
|||||
|
|
Total |
|
|
year |
|
|
1-2 years |
|
|
2-5 years |
|
|
5 years |
|
|||||
Lease obligations |
|
€ |
49,882 |
|
|
€ |
6,911 |
|
|
€ |
5,365 |
|
|
€ |
14,638 |
|
|
€ |
22,968 |
|
Capital Expenditures
For the six month period ended June 30, 2024, our capital expenditures for property, plant and equipment were €1,366 thousand. We expect to spend approximately €2.5 million in 2024 for capital expenditures, primarily related to machinery and tools for our factories and intend to fund these expenditures with borrowings under financing facilities.
20
Exhibit 99.2
WALLBOX N.V. AND SUBSIDIARIES
Interim Condensed Consolidated Financial Statements
June 30, 2024 and 2023
WALLBOX N.V.
Index to Interim Condensed Consolidated Financial Statements
|
2 |
|
|
3 |
|
|
4 |
|
|
6 |
|
Notes to the Interim Condensed Consolidated financial statements |
|
7 |
1
WALLBOX N.V.
Interim Condensed Consolidated statements of financial position as of June 30, 2024 and December 31, 2023
(In thousand Euros) |
|
Notes |
|
June 30, 2024 (*) |
|
|
December 31, 2023 |
|
||
Assets |
|
|
|
|
|
|
|
|
||
Non-Current Assets |
|
|
|
|
|
|
|
|
||
Property, plant and equipment |
|
8 |
|
|
|
|
|
|
||
Right-of -use assets |
|
9 |
|
|
|
|
|
|
||
Intangible assets |
|
10 |
|
|
|
|
|
|
||
Goodwill |
|
10 |
|
|
|
|
|
|
||
Non-current financial assets |
|
11 |
|
|
|
|
|
|
||
Tax credit receivables |
|
22 |
|
|
|
|
|
|
||
Total Non-Current Assets |
|
|
|
|
|
|
|
|
||
Current Assets |
|
|
|
|
|
|
|
|
||
Inventories |
|
12 |
|
|
|
|
|
|
||
Trade and other financial receivables |
|
11 |
|
|
|
|
|
|
||
Other receivables |
|
22 |
|
|
|
|
|
|
||
Current financial assets |
|
11 |
|
|
|
|
|
|
||
Deferred charges |
|
|
|
|
|
|
|
|
||
Advance payments |
|
12 |
|
|
|
|
|
|
||
Cash and cash equivalents |
|
13 |
|
|
|
|
|
|
||
Total Current Assets |
|
|
|
|
|
|
|
|
||
Total Assets |
|
|
|
|
|
|
|
|
||
Equity and Liabilities |
|
|
|
|
|
|
|
|
||
Equity |
|
|
|
|
|
|
|
|
||
Share capital |
|
14 |
|
|
|
|
|
|
||
Share premium |
|
14 |
|
|
|
|
|
|
||
Accumulated deficit |
|
14 |
|
|
( |
) |
|
|
( |
) |
Other equity components |
|
14 |
|
|
|
|
|
|
||
Foreign currency translation reserve |
|
14 |
|
|
|
|
|
|
||
Total Equity attributable to owners of the Company |
|
|
|
|
|
|
|
|
||
Non-controlling interest |
|
|
|
|
|
|
|
|
||
Total Equity |
|
|
|
|
|
|
|
|
||
Liabilities |
|
|
|
|
|
|
|
|
||
Non-Current Liabilities |
|
|
|
|
|
|
|
|
||
Loans and borrowings |
|
11 |
|
|
|
|
|
|
||
Lease liabilities |
|
9 and 11 |
|
|
|
|
|
|
||
Provisions |
|
15 |
|
|
|
|
|
|
||
Government grants |
|
16 |
|
|
|
|
|
|
||
Deferred tax liabilities |
|
22 |
|
|
|
|
|
|
||
Long term deferred income |
|
|
|
|
|
|
|
— |
|
|
Total Non-Current Liabilities |
|
|
|
|
|
|
|
|
||
Current Liabilities |
|
|
|
|
|
|
|
|
||
Loans and borrowings |
|
11 |
|
|
|
|
|
|
||
Derivative warrants liabilities |
|
11 |
|
|
|
|
|
|
||
Lease liabilities |
|
9 and 11 |
|
|
|
|
|
|
||
Trade and other financial payables |
|
11 |
|
|
|
|
|
|
||
Other payables |
|
22 |
|
|
|
|
|
|
||
Provisions |
|
15 |
|
|
|
|
|
|
||
Government grants |
|
16 |
|
|
|
|
|
|
||
Contract liabilities |
|
17 |
|
|
|
|
|
|
||
Total Current Liabilities |
|
|
|
|
|
|
|
|
||
Total Liabilities |
|
|
|
|
|
|
|
|
||
Total Equity and Liabilities |
|
|
|
|
|
|
|
|
||
(*)
The notes form an integral part of these interim condensed consolidated financial statements.
2
WALLBOX N.V.
Interim Condensed Consolidated statements of profit or loss and other comprehensive income for the six months ended June 30, 2024 and 2023
(In thousand Euros) |
|
Notes |
|
June 30, 2024 (*) |
|
|
June 30, 2023 (*) |
|
||
Revenue |
|
17 |
|
|
|
|
|
|
||
Changes in inventories and raw materials and consumables used |
|
18 |
|
|
( |
) |
|
|
( |
) |
Employee benefits |
|
19 |
|
|
( |
) |
|
|
( |
) |
Other operating expenses |
|
18 |
|
|
( |
) |
|
|
( |
) |
Amortization and depreciation |
|
8,9,10 |
|
|
( |
) |
|
|
( |
) |
Impairment of goodwill |
|
10 |
|
|
( |
) |
|
|
— |
|
Net other income |
|
|
|
|
|
|
|
|
||
Operating Loss |
|
|
|
|
( |
) |
|
|
( |
) |
Financial income |
|
20 |
|
|
|
|
|
|
||
Financial expenses |
|
20 |
|
|
( |
) |
|
|
( |
) |
Change in fair value of derivative warrant liabilities |
|
11 |
|
|
|
|
|
|
||
Foreign exchange gains/(losses) |
|
|
|
|
( |
) |
|
|
|
|
Financial Results |
|
|
|
|
( |
) |
|
|
( |
) |
Loss before Tax |
|
|
|
|
( |
) |
|
|
( |
) |
Income tax credit |
|
22 |
|
|
|
|
|
|
||
Loss for the Period |
|
21 |
|
|
( |
) |
|
|
( |
) |
Attributable to: |
|
|
|
|
|
|
|
|
||
Equity holders of the Company |
|
|
|
|
( |
) |
|
|
( |
) |
Non-controlling interest |
|
|
|
|
( |
) |
|
|
— |
|
Loss per share |
|
|
|
|
|
|
|
|
||
Basic and diluted losses per share (euros per share) |
|
21 |
|
|
( |
) |
|
|
( |
) |
Loss for the Period |
|
|
|
|
( |
) |
|
|
( |
) |
Other comprehensive (loss)/income |
|
|
|
|
|
|
|
|
||
Other comprehensive (loss)/income that may be reclassified to profit |
|
|
|
|
|
|
|
|
||
Currency translation differences in foreign operations, net of tax |
|
|
|
|
|
|
|
( |
) |
|
Net other comprehensive (loss)/income that may be reclassified to |
|
|
|
|
|
|
|
( |
) |
|
Other comprehensive (loss)/income for the Period |
|
|
|
|
|
|
|
( |
) |
|
Total comprehensive loss for the Period |
|
|
|
|
( |
) |
|
|
( |
) |
(*)
The notes form an integral part of these interim condensed consolidated financial statements.
3
WALLBOX N.V.
Interim Condensed Consolidated statements of changes in equity for the six months ended June 30, 2024 and 2023
|
|
Attributable to owners of the Company |
|
|
|
|
||||||||||||||||||||
(In thousand Euros) |
|
Notes |
|
Share |
|
|
Share |
|
|
Accumulated |
|
|
Other |
|
|
Currency |
|
|
Total |
|
||||||
Balance at January 1, 2023 |
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|||||
Total comprehensive (loss)/income for |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Loss for the Period |
|
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
Other comprehensive income/(loss) for |
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
Total comprehensive income for the period |
|
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
Transactions with owners of the Company |
|
15 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Contribution of equity (Private placement) |
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|||
Contribution of equity (Coil Acquisition) |
|
|
|
|
|
|
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|||
Contribution of equity (ATM) |
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
||||
Contribution of equity (Execution of option and warrants) |
|
|
|
|
|
|
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
|
||||
Business combinations to be settled in equity instruments |
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||
Share based payments |
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||
Total contributions and distributions |
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
|
|||
Total transactions with owners of |
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
||
Balance at June 30, 2023 (*) |
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|||||
(*)
The notes form an integral part of these interim condensed consolidated financial statements.
4
WALLBOX N.V.
Interim Condensed Consolidated statements of changes in equity for the six months ended June 30, 2024 and 2023 (continued)
|
|
Attributable to owners of the Company |
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
(In thousand Euros) |
|
Notes |
|
Share |
|
|
Share |
|
|
Accumulated |
|
|
Other |
|
|
Currency |
|
|
Total |
|
|
Non- controlling interest |
|
|
Total |
|
||||||||
Balance at January 1, 2024 |
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Total comprehensive (loss)/income for the period |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Loss for the Period |
|
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Other comprehensive (loss)/income for |
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|||
Total comprehensive income for the period |
|
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
Transactions with owners of the Company |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Contribution of equity (Execution of options |
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||||
Share based payments |
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|||
Others |
|
|
|
|
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
Total contributions and distributions |
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||||
Total transactions with owners of |
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|||
Balance at June 30, 2024 (*) |
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
(*)
The notes form an integral part of these interim condensed consolidated financial statements.
5
WALLBOX N.V.
Interim Condensed Consolidated statements of cash flows for the six months ended June 30, 2024 and 2023
(In thousand Euros) |
|
Notes |
|
June 30, 2024 (*) |
|
|
June 30, 2023 (*) |
|
||
Cash flows from Operating Activities |
|
|
|
|
|
|
|
|
||
Loss for the Period |
|
|
|
|
( |
) |
|
|
( |
) |
Adjustments for: |
|
|
|
|
|
|
|
|
||
Amortization and depreciation |
|
8, 9 and 10 |
|
|
|
|
|
|
||
Impairment of goodwill |
|
10 |
|
|
|
|
|
— |
|
|
Expected credit loss for trade and other receivables |
|
11 and 18 |
|
|
|
|
|
|
||
Other Impairments |
|
10, 11 and 18 |
|
|
|
|
|
( |
) |
|
Impairments of financial assets |
|
|
|
|
— |
|
|
|
|
|
Change in provisions |
|
15 |
|
|
|
|
|
|
||
Government grants |
|
16 |
|
|
( |
) |
|
|
( |
) |
Financial income |
|
20 |
|
|
( |
) |
|
|
( |
) |
Financial expenses |
|
20 |
|
|
|
|
|
|
||
Change in fair value of derivative warrant liabilities |
|
11 |
|
|
( |
) |
|
|
( |
) |
Exchange differences |
|
|
|
|
|
|
|
( |
) |
|
Income tax credit |
|
22 |
|
|
( |
) |
|
|
( |
) |
Share based payments expense |
|
19 |
|
|
|
|
|
|
||
Changes in |
|
|
|
|
|
|
|
|
||
- inventories |
|
|
|
|
|
|
|
|
||
- trade and other financial receivables |
|
|
|
|
|
|
|
|
||
- other assets |
|
|
|
|
|
|
|
( |
) |
|
- trade and other financial payables |
|
|
|
|
( |
) |
|
|
( |
) |
- contract liabilities |
|
|
|
|
|
|
|
|
||
Net cash used in operating activities |
|
|
|
|
( |
) |
|
|
( |
) |
Cash flows from Investing Activities |
|
|
|
|
|
|
|
|
||
Acquisition of intangible assets |
|
10 |
|
|
( |
) |
|
|
( |
) |
Acquisition of property, plant and equipment |
|
8 |
|
|
( |
) |
|
|
( |
) |
Acquisition of subsidiaries, net of cash acquired |
|
|
|
|
( |
) |
|
|
— |
|
Proceeds from sale of financial assets at fair value through profit or loss |
|
11 |
|
|
— |
|
|
|
|
|
Net cash used in investing activities |
|
|
|
|
( |
) |
|
|
( |
) |
Cash flows from Financing Activities |
|
|
|
|
|
|
|
|
||
Proceeds from issuing equity instruments (private placement) |
|
14 |
|
|
— |
|
|
|
|
|
Proceeds from issuing equity instruments (ATM) |
|
14 |
|
|
— |
|
|
|
|
|
Proceeds from issuing equity instruments (Warrants conversions and others) |
|
19 |
|
|
|
|
|
|
||
Proceeds from government grants |
|
16 |
|
|
|
|
|
|
||
Proceeds from loans |
|
11 |
|
|
|
|
|
|
||
Repayments of loans |
|
11 |
|
|
( |
) |
|
|
( |
) |
Payment of principal portion of lease liabilities |
|
9 |
|
|
( |
) |
|
|
( |
) |
Payment of interest on lease liabilities |
|
9 |
|
|
( |
) |
|
|
( |
) |
Interest and bank fees paid |
|
20 |
|
|
( |
) |
|
|
( |
) |
Net cash from financing activities |
|
|
|
|
( |
) |
|
|
|
|
Net increase in cash and cash equivalents |
|
|
|
|
( |
) |
|
|
|
|
Cash and cash equivalents at beginning of period |
|
|
|
|
|
|
|
|
||
Exchange gains/(losses) |
|
|
|
|
|
|
|
( |
) |
|
Cash and cash equivalents at the end of the period |
|
|
|
|
|
|
|
|
||
(*) Unaudited
The notes form an integral part of these interim condensed consolidated financial statements.
6
WALLBOX N.V.
Notes to the interim condensed consolidated financial statements
Wallbox N.V. (the “Company” or “Wallbox”) was incorporated as a Dutch private limited liability company under the name Wallbox B.V. on
These interim condensed consolidated financial statements comprise the Company and its subsidiaries (together referred to as the “Group”). The Group is primarily involved in the development, manufacturing, and sales of innovative solutions for charging electric vehicles. For further information of the Group, refer to the consolidated financial statements for the financial year ended December 31, 2023, published on March 21, 2024.
Wallbox is the parent entity of the Group. The Group’s subsidiaries as of June 30, 2024 and 2023 are set out in Note 26. Unless otherwise stated, their share capital consists solely of ordinary shares which are held directly by the Group, and the proportion of ownership interests held equals the voting rights held by the Group.
Wallbox is listed on the New York Stock Exchange (“NYSE”) with the ticker WBX.
These interim condensed consolidated financial statements as of and for the six months ended June 30, 2024 which have been based on the accounting records kept by the Company and its subsidiaries, were prepared by the Board of Directors of Wallbox in accordance with International Auditing Standard 34 “Interim financial reporting” (“IAS 34”), and of all the obligatory accounting principles and rules and measurement bases. Accordingly, they are a fair presentation of the equity and consolidated financial position of the Group as of June 30, 2024, as well as the results of its operations, the consolidated changes in equity and the consolidated cash flows during the interim period ended on that date.
As it has been indicated, this interim consolidated financial information has been prepared in accordance with IAS 34, meaning that these interim condensed consolidated financial statements do not include all the information and disclosures that would be required for the complete consolidated financial statements prepared in accordance with the International Financial Reporting Standards (“IFRS”), and must be read together with the consolidated financial statements for the financial year ended December 31, 2023, drawn up in accordance with the existing IFRS as issued by the International Accounting Standards Board (“IASB”), which were published on March 21, 2024.
Going concern:
The accompanying interim condensed consolidated financial statements have been prepared assuming the Group will continue as a going concern. The going concern basis of presentation assumes the Group will continue in operation for at least a period of one year after the date these interim condensed consolidated financial statements are issued and contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.
Wallbox has incurred net losses and significant cash outflows from cash used in operating activities over the past years, as it has been investing significantly in the development of its electric vehicle charging products and setting up commercial subsidiaries in many countries. During the six months ended June 30, 2024, the Company incurred a consolidated net loss of Euros
In assessing the going concern basis of preparation of the interim condensed consolidated financial statements, Wallbox had to estimate the expected cash flows for the 12 months from the date these interim condensed consolidated financial statements are issued, including compliance with covenants, the exercise of warrants and availability of other financial funding from banks.
7
WALLBOX N.V.
Notes to the interim condensed consolidated financial statements
Based on these estimations, management has assessed that Wallbox will be able to fund the expected cash outflows in the next 12 months. Although the expectation for the coming year is that the Company will continue to have net losses and make additional investments, the cash and funding availability is sufficient for more than the 12 months from the date these interim condensed consolidated financial statements are issued.
Basis of measurement
These interim condensed consolidated financial statements have been prepared on a historical cost basis. The only exceptions to the application of the cost basis during their preparation have been the subsequent measurement of:
Basis of consolidation
The consolidation basis applied in the interim condensed consolidated financial statements is consistent with the basis applied in the consolidated financial statements for the year ended on December 31, 2023 (the “2023 Consolidated Financial Statements”).
These interim condensed consolidated financial statements are presented in Euros, which is also the Company’s functional currency. All amounts have been rounded to the nearest unit of thousand Euros, unless otherwise indicated.
Changes in the scope of consolidation
There have not been any changes in the scope of consolidation since December 31, 2023.
The preparation of these interim condensed consolidated financial statements requires, as established by IAS 34, the Board of Directors of the Group to make certain estimates and judgements that do not differ significantly from those considered in the preparation of the 2023 Consolidated Financial Statements set out in Note 3 thereto.
During the six months ended June 30, 2024, no significant changes have occurred in the assumptions linked to the judgements and estimates disclosed in the 2023 Consolidated Financial Statements.
During the six months ended June 30, 2024,
Critical judgement and estimates
A summary of the critical aspects that have also involved a greater degree of judgement or complexity, or those in which the assumptions and estimates have an influence on the preparation of these financial statements, is given below.
Key assumptions concerning the future and other relevant data on the estimation of uncertainty at the reporting date, which entail a considerable risk of significant changes in the value of the assets and liabilities in the coming year, are as follows:
8
WALLBOX N.V.
Notes to the interim condensed consolidated financial statements
Prior to the listing of Wallbox’s Class A ordinary shares, nominal value €
The Company’s management determined the estimated fair value of its awards based on the estimated market price of the Company’s stock on the date of grant, typically determined by reference to the reported closing price of Wallbox’s Class A Shares on the grant date, and by applying methodologies generally accepted for this kind of valuation (see Note 19).
The date at which the fair value of the equity instruments granted is measured for the purposes of IFRS 2 for transactions with employees and others providing similar services is the grant date. Grant date is the date at which the entity and the employee agree to a share-based payment arrangement, at which point the entity and the counterparty have a shared understanding of the terms and conditions of the arrangement. At grant date, the entity confers on the counterparty the right to cash, other assets, or equity instruments of the entity, provided the specified vesting conditions, if any, are met. If that agreement is subject to an approval process (for example, by shareholders), the grant date is the date when that approval is obtained.
The assumptions underlying the valuations represent the Company’s best estimates, which involve inherent uncertainties and the application of management judgement (see Note 19).
Additionally, there have been no changes in the judgement and estimates related to the impairment of non-current assets (including goodwill), except for the impairment of goodwill recognized in the Nordics CGU disclosed in Note 10, the capitalization of development cost by determination of the useful life of intangible assets, or the recognition of the income tax as disclosed in the 2023 Consolidated Financial Statements.
The standards and interpretations effective during the six months ended June 30, 2024 and those issued but not yet in force are detailed below:
9
WALLBOX N.V.
Notes to the interim condensed consolidated financial statements
The Group intends to adopt the standards, interpretations, and amendments to the standards issued by the IASB, which are not mandatory in the European Union, when they come into force, if applicable. Although the Group is currently analyzing their impact, based on the analyses carried out to date, the Group estimates that their initial application will not have a significant impact on its consolidated financial statements.
The accounting policies and valuation standards used when preparing these interim condensed consolidated financial statements are consistent with those used when preparing the 2023 Consolidated Financial Statements and which are detailed therein.
During the six months ended June 30, 2024, no new business combinations have occurred.
Basis for segmentation
The Group’s business segment information included in this Note is aligned with the segment information included in the 2023 Consolidated Financial Statements and which are detailed therein.
Information on reportable segments
Information related to each reportable segment is set out below. Segment operating profit (loss) is used to measure performance because management believes that this information is the most relevant in evaluating the results of the respective segments relative to other entities that operate in the same industries.
Reconciliations of information on reportable segments with the amounts reported in the financial statements for the six months ended June 30, 2024
|
|
June 30, 2024 |
|
|||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated |
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
adjustments and |
|
|
|
|
||||||
(In thousand Euros) |
|
EMEA |
|
|
NORAM |
|
|
APAC |
|
|
Total segments |
|
|
eliminations |
|
|
Consolidated |
|
||||||
Sales of Goods |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||||
Sales of Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||||
Changes in inventories and raw |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
Employee benefits |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Other operating expenses |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
Amortization and depreciation |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Impairment of goodwill |
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Other income |
|
|
|
|
|
( |
) |
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|||
Operating Loss |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
Total Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||||
Total Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||||
10
WALLBOX N.V.
Notes to the interim condensed consolidated financial statements
Reconciliations of information on reportable segments with the amounts reported in the financial statements for the six months ended June 30, 2023
|
|
June 30, 2023 |
|
|||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated |
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
adjustments and |
|
|
|
|
||||||
(In thousand Euros) |
|
EMEA |
|
|
NORAM |
|
|
APAC |
|
|
Total segments |
|
|
eliminations |
|
|
Consolidated |
|
||||||
Sales of Goods |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||||
Sales of Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Changes in inventories and raw |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
Employee benefits |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Other operating expenses |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Amortization and depreciation |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Other income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|||||
Operating Loss |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Total Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||||
Total Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||||
There have been no significant transactions between segments during the six months ended June 30, 2024 and June 30, 2023, respectively except for inter-segment revenues and changes in inventories and raw materials and consumables used which are eliminated in the column “Consolidated adjustments and eliminations”.
Certain financial assets and liabilities are not allocated to reportable segments, as they are managed on a Group basis. These are reflected in the "Consolidated adjustments and eliminations" column. All finance income and expenses are considered to be part of the Corporate segment and hence no further allocated to the operating segments EMEA, NORAM and APAC.
External revenue by location
The countries where the Group has sold more than
|
|
Year ended June 30, |
|||||||||||||
(In thousand Euros) |
|
2024 |
|
|
2023 |
|
|
||||||||
|
|
Revenue |
|
% |
|
|
Revenue |
|
% |
|
|
||||
Country |
|
|
|
|
|
|
|
|
|
|
|
||||
Spain |
|
|
|
|
% |
|
|
|
|
% |
|
||||
United States |
|
|
|
|
% |
|
|
|
|
% |
|
||||
Italy |
|
|
|
|
% |
|
|
|
|
% |
|
||||
Germany |
|
|
|
|
% |
|
|
|
|
% |
|
||||
Other countries |
|
|
|
|
% |
|
|
|
|
% |
|
||||
Total |
|
|
|
|
% |
|
|
|
|
% |
|
||||
11
WALLBOX N.V.
Notes to the interim condensed consolidated financial statements
(In thousand Euros) |
|
Buildings and leasehold improvements |
|
|
Fixtures and fittings |
|
|
Plant and equipment |
|
|
Assets under construction |
|
|
Total |
|
|||||
Balance at December 31, 2023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Additions |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
||||
Disposal |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Transfers |
|
|
|
|
|
|
|
|
( |
) |
|
|
— |
|
|
|
|
|||
Other |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Depreciation for the period |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Translation differences |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
||||
Balance at June 30, 2024 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Cost |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
At December 31, 2023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
At June 30, 2024 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Accumulated amortization |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
At December 31, 2023 |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
At June 30, 2024 |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Additions to property, plant and equipment for the six months ended June 30, 2024 amounted to Euros
As of June 30, 2024, additions to property, plant and equipment for which payment was still pending totaled Euros
The Group has items in use that were fully depreciated as of June 30, 2024 for an amount of Euros
Other information
The Group has obtained insurance policies that cover the carrying amount of its property, plant and equipment.
Capital expenditure commitments amounted to Euros
There are no other significant contractual obligations to purchase, construct or develop property, plant and equipment assets.
The Group had no restrictions on the sale of its property, plant and equipment and no pledge existed on these assets, at June 30, 2024 and December 31, 2023, respectively, except for the leasehold improvement which cannot be realized and which totaled Euros
12
WALLBOX N.V.
Notes to the interim condensed consolidated financial statements
The considerations regarding the lease terms and the recognition exception are consistent with those disclosed in the 2023 Consolidated Financial Statements.
a) Set out below are the carrying amounts of right-of-use assets recognized and the movements during the six months ended June 30, 2024:
(In thousand Euros) |
|
Buildings |
|
|
Vehicles |
|
|
Other assets |
|
|
Total |
|
||||
Balance at December 31, 2023 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Additions |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|||
Depreciation for the period |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Translation differences |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Balance at June 30, 2024 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
b) Set out below are the carrying amounts of lease liabilities and the movements during the six months ended June 30, 2024:
(In thousand Euros) |
|
Buildings |
|
|
Vehicles |
|
|
Other assets |
|
|
Total |
|
||||
Balance at December 31, 2023 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Additions to liabilities |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|||
Interest on lease liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Lease payments |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Others |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
||
Translation differences |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
||
Balance at June 30, 2024 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
An analysis of the contractual maturity of lease liabilities, including future interest payable, is as follows:
(In thousand Euros) |
|
June 30, |
|
|
December 31, |
|
||
6 months or less |
|
|
|
|
|
|
||
6 months to 1 year |
|
|
|
|
|
|
||
From 1 to 2 years |
|
|
|
|
|
|
||
From 2 to 5 years |
|
|
|
|
|
|
||
More than 5 years |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Amounts recognized in profit or loss derived from lease liabilities and expenses on short-term and low value leases (IFRS 16 exemption applied) are as follows:
(In thousand Euros) |
|
June 30, |
|
|
June 30 |
|
||
Interest on lease liabilities (see note 20) |
|
|
|
|
|
|
||
Expenses relating to short-term and low value leases (see |
|
|
|
|
|
|
||
13
WALLBOX N.V.
Notes to the interim condensed consolidated financial statements
Details and movement of items composing intangible assets are as follows:
(In thousand Euros) |
|
Software |
|
|
Trademarks, industrial property and customer relationships |
|
|
Development |
|
|
Other |
|
|
Total |
|
|||||
Balance at December 31, 2023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Additions |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Disposal |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Transfers |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
( |
) |
||
Amortization for the period |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
Translation differences |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Balance at June 30, 2024 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Cost |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
At December 31, 2023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
At June 30, 2024 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Accumulated amortization |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
At December 31, 2023 |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
At June 30, 2024 |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
During the six months ended June 30, 2024, the Group made investments in several development projects, consisting of payroll expenses and other costs totaling to Euros
The caption of trademarks, industrial property and customer relationships includes trademarks for an amount of Euros
Total additions to internally developed intangibles (Development costs and Software) amounted to Euros
The average remaining amortization term for these assets is between
Additions to patents, licenses and similar, and computer software totaled Euros
The Group has items in use that were fully depreciated as of June 30, 2024 for an amount of Euros
As of June 30, 2024, additions of intangible assets for which payment was still pending totaled Euros
As of June 30, 2024, there were commitments for the acquisition of intangible assets for Euros
14
WALLBOX N.V.
Notes to the interim condensed consolidated financial statements
The Goodwill breakdown by CGU as of June 30, 2024, and December 31, 2023, is as follows:
(In thousand Euros) |
|
June 30, |
|
|
December 31, |
|
||
Ares |
|
|
|
|
|
|
||
Coil |
|
|
|
|
|
|
||
Nordics |
|
|
— |
|
|
|
|
|
Electromaps / Software |
|
|
|
|
|
|
||
Total |
|
|
|
|
|
|
||
During the six months ended June 30, 2024, no impairment indicators existed that could lead to the existence of impairment in relation to the goodwill or intangible assets of the Group, except for Nordics CGU. As a consequence of the reduction in activity in this market, the Group have identified impairment indicators and, as a result, management have performed an impairment test for this CGU as of June 30, 2024. For the rest of CGUs, the goodwill will be tested for impairment annually before year end, once budgets are approved.
Nordics
Nordics is the cash-generating unit focused on the development of the electric charger market for the Group in Scandinavia, capitalizing on the existing customer base and institutional experience obtained as the installation provider of Intelligent Solutions. The recoverable amount of the Nordics CGU has been determined based on a value in use calculation, which utilized cash flow projections covering a
The projected cash flows have been built to reflect the increasing demand for EV chargers and associated services in this region. The pre-tax discount rate applied to cash flow projections is
Key assumptions utilized in the value in use calculation for this cash generating unit, are as follows:
Revenue and EBITDA:
In the Nordics countries, we have considered the updated forecast for 2024 keeping the other key assumptions as disclosed in the 2023 Consolidated financial statements.
Discount rates:
Discount rates represent the current market assessment of the risks specific to each CGU and take into consideration the time value of money and individual risks of the underlying assets that have not been incorporated in the cash flow estimates.
The discount rate calculation is based on the specific circumstances of the Group and its CGUs and is derived from the Group’s weighted average cost of capital (WACC). The WACC takes into account costs associated with both debt and equity. The cost of equity is derived from the expected return on investment by the Group’s investors. The cost of debt is based on the interest-bearing borrowings the Group is obliged to service.
Business-specific risk is incorporated by applying individual beta factors. The beta factors have been evaluated annually based on publicly available market data.
Alpha factor adjustments to the discount rate are made to consider unit specific factors such as the size, liquidity, and market (in addition to other factors) in order to reflect a pre-tax discount rate.
15
WALLBOX N.V.
Notes to the interim condensed consolidated financial statements
The following table shows the carrying amounts and fair values of financial assets and liabilities, including their levels in the fair value hierarchy.
Financial assets
|
|
June 30, 2024 |
|
|
December 31, 2023 |
|
||||||||||
(In thousand Euros) |
|
Non-current |
|
|
Current |
|
|
Non-current |
|
|
Current |
|
||||
Customer sales and services |
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||
Other receivables |
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||
Loans to employees |
|
|
|
|
|
— |
|
|
|
|
|
|
|
|||
Trade and other financial receivables |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Guarantee deposit |
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
||
Non-current financial assets |
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
||
Guarantee deposit |
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||
Financial investments |
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||
Other current financial assets |
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||
Total |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Trade and other financial receivables are mainly amounts due from customers for goods sold or services performed in the ordinary course of business. They are due for settlement in the short term (less than 1 year) and therefore are classified as current. Trade and other financial receivables are recognized initially at the amount of consideration that is unconditional, unless they contain significant financing components, in which case they are recognized at fair value. The Group holds the trade receivables with the objective of collecting the contractual cash flows and therefore measures them subsequently at amortized cost using the effective interest method.
The carrying amount of the customer sales and services includes receivables which are subject to a factoring arrangement. Under this arrangement, the Group has transferred the relevant receivables to the factor in exchange for cash and is prevented from selling or pledging the receivables. However, the Group has retained late payment and credit risk. Therefore, the Group continues to recognize the transferred assets in their entirety in its statement of financial position.
The amount repayable under the factoring agreement is presented as secured borrowing. The Group considers that the held-to-collect business model remains appropriate for these receivables and hence continues to measure them at amortized cost.
As of June 30, 2024, other current financial assets include financial investments, such as investment funds in financial institutions, totaling Euros
These financial investments are deposits managed by financial institutions in investment funds to obtain profitability. The Group has considered their classification as current assets because it expects to liquidate these investments in the following 12 months.
The Group applies the IFRS 9 simplified approach to measuring expected credit losses using a lifetime expected credit loss provision for trade receivables and contract assets. To measure expected credit losses on a collective basis, trade receivables and contract assets are grouped based on similar credit risk and aging. The contract assets have similar risk characteristics to the trade receivables for similar types of contracts.
16
WALLBOX N.V.
Notes to the interim condensed consolidated financial statements
The impairment of trade receivables is recognized under “Expected credit loss for trade and other receivables” in other operating expenses.
The total expense recognized in profit or loss during the six months ended June 30, 2024 was Euros
The expected loss rates are based on the Group’s historical credit losses.
|
|
|
|
|
June 30, 2024 |
|
|
|
|
|||||||
(In thousand Euros) |
|
Financial assets measured at amortized cost |
|
|
Financial assets measured at fair value with changes in PL |
|
|
Financial assets measured at fair value with changes in OCI |
|
|
Total |
|
||||
Customer sales and services |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Other receivables |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Loans to employees |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Trade and other financial receivables |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Guarantee deposit |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Non-current financial assets |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Guarantee deposit |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Financial investments |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other current financial assets |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
December 31, 2023 |
|
|
|
|
|||||||
(In thousand Euros) |
|
Financial assets measured at amortized cost |
|
|
Financial assets measured at fair value with changes in PL |
|
|
Financial assets measured at fair value with changes in OCI |
|
|
Total |
|
||||
Customer sales and services |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Other receivables |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Loans to employees |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Trade and other financial receivables |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Guarantee deposit |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Non-current financial assets |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Guarantee deposit |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Financial investments |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other current financial assets |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Financial assets measured at FVTOCI correspond to investments in hedge funds whose quotation is considered level 1 for fair value purposes.
The financial investments valued at FVTPL relate to investment funds held at financial institutions. These financial assets are also considered level 1 for fair value purposes.
17
WALLBOX N.V.
Notes to the interim condensed consolidated financial statements
The rest of the financial assets (both current and non-current) are measured at their amortized cost, which does not materially differ from their fair value.
Financial liabilities
|
|
June 30, 2024 |
|
|
December 31, 2023 |
|
||||||||||
(In thousand Euros) |
|
Non-current |
|
|
Current |
|
|
Non-current |
|
|
Current |
|
||||
Loans |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Working capital line of credit |
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||
Loans and borrowings |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Derivative warrant liabilities |
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||
Lease liabilities (see note 9) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Financial liabilities are measured at their amortized cost, which does not differ from their fair value (it is considered that the interest rates applicable to all of them still represent market spreads), except for the derivative warrant liability which is measured at FVTPL.
The working capital lines of credit are a type of short-term financing used to cover ongoing business’s operations. These small-business loans are not used to fund large investments and are renewed every 90 days.
Loans and borrowings
Bank Loans
As of June 30, 2024, the Group had available credit lines and other financing products of Euros
Interest expenses from banks loans amounted to Euros
The Group has loans which require compliance with certain financial covenants. As of June 30, 2024, the Group met these financial covenants or has obtained the corresponding waiver issued by the bank.
Details of the maturities, by year, of the principal and interest of the loans and borrowings as of June 30, 2024 and December 31, 2023, are as follows:
(In thousand Euros) |
|
June 30, 2024 |
|
|
|
|
December 31, 2023 |
|
||
1 July 2024 - 30 June 2025 |
|
|
|
|
2024 |
|
|
|
||
1 July 2025 - 30 June 2026 |
|
|
|
|
2025 |
|
|
|
||
1 July 2026 - 30 June 2027 |
|
|
|
|
2026 |
|
|
|
||
1 July 2027 - 30 June 2028 |
|
|
|
|
2027 |
|
|
|
||
1 July 2028 - 30 June 2029 |
|
|
|
|
2028 |
|
|
|
||
More than five years |
|
|
|
|
More than five years |
|
|
|
||
|
|
|
|
|
|
|
|
|
||
Details of the loans and borrowings as of June 30, 2024 and December 31, 2023 are as follows:
18
WALLBOX N.V.
Notes to the interim condensed consolidated financial statements
|
|
June 30, 2024 |
|
|||||||||||||||
(In thousand Euros) |
|
Currency |
|
Less than 1 year |
|
|
1 to 3 years |
|
|
Over 3 years |
|
|
Total |
|
||||
Bank Loans |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Fixed rate loan |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Floating rate loan |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Covenant Loan |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Borrowings |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Fixed rate loan |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
December 31, 2023 |
|
|||||||||||||||
(In thousand Euros) |
|
Currency |
|
Less than 1 year |
|
|
1 to 3 years |
|
|
Over 3 years |
|
|
Total |
|
||||
Bank Loans |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Fixed rate loan |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Floating rate loan |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Covenant Loan |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Borrowings |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Fixed rate loan |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
As of June 30, 2024, the Group had loans at variable interest rates referenced to Euribor plus a differential between
Borrowings
As of June 30, 2024, loans from a government entity (“CDTI”) total Euros
Derivative warrant liabilities
Derivative warrant liabilities correspond to Public and Private Warrants issued by Kensington and BBVA warrants, which have been assumed by Wallbox.
Movement in the derivative warrant liabilities during the six-months ended June 30, 2024 is summarized below:
|
|
Public Warrant |
|
|
Private Warrant |
|
|
BBVA Warrant |
|
|
Total |
|
|
|
|
|||||||||||||||||
|
|
Number of warrants |
|
|
Thousand |
|
|
Number of warrants |
|
|
Thousand |
|
|
Number of warrants |
|
|
Thousand |
|
|
Number of warrants |
|
|
Thousand |
|
||||||||
At December 31, 2023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Public warrants exercises in January 2024 |
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
Change in fair value of derivative |
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Exchange differences |
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||||
At June 30, 2024 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Public Warrants are listed and have been measured at fair value using the quoted price (Level 1). As of June 30, 2024, the fair value of the Public and Private Warrants was USD
19
WALLBOX N.V.
Notes to the interim condensed consolidated financial statements
Reconciliation of movements of liabilities to cash flows arising from financing activities
(In thousand Euros) |
|
Loans and borrowings |
|
|
Derivative warrant liabilities |
|
|
Lease |
|
|
Total |
|
||||
Balance at January 1, 2024 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Proceeds from loans |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Principal paid on lease liabilities |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
Interest paid on lease liabilities |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
Repayments of loans |
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
Interest and bank fees paid |
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
Total changes from financing cash flows |
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
The effect of changes in foreign exchange rates |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Change in fair value of derivative warrant liabilities |
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
New leases |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
||
Interest and bank fees expenses |
|
|
|
|
|
— |
|
|
|
|
|
|
|
|||
Other |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
||
Total liability-related other changes |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|||
Balance at June 30, 2024 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Details of trade and other financial payables as of June 30, 2024 and December 31, 2023 are as follows:
(In thousand Euros) |
|
June 30, 2024 |
|
|
December 31, 2023 |
|
||
Suppliers |
|
|
|
|
|
|
||
Personnel (salaries payable) |
|
|
|
|
|
|
||
Customer advances |
|
|
|
|
|
|
||
Total |
|
|
|
|
|
|
||
Trade and other payables are unsecured and are typically paid in less than 12 months upon recognition. The carrying amounts of trade and other payables are considered equal to their fair values, due to their short-term nature.
Details of inventories as of June 30, 2024 and as of December 31, 2023 are as follows:
(In thousand Euros) |
|
June 30, 2024 |
|
|
December 31, 2023 |
|
||
Raw materials |
|
|
|
|
|
|
||
Work in progress |
|
|
|
|
|
|
||
Finished goods |
|
|
|
|
|
|
||
Total |
|
|
|
|
|
|
||
The Group has insurance policies in place to cover all inventories, with specific global insurances coverage for each of the Group’s warehouses.
There were no commitments for the purchase of inventories as of June 30, 2024 and December 31, 2023. Advance payments to suppliers for the acquisition of inventories as of June 30, 2024 were Euros
Based on current information, the Group has booked an inventory provision of Euros
20
WALLBOX N.V.
Notes to the interim condensed consolidated financial statements
Cash and cash equivalents are comprised of the following:
(In thousand Euros) |
|
June 30, 2024 |
|
|
December 31, 2023 |
|
||
Cash |
|
|
|
|
|
|
||
Bank and other credit institutions |
|
|
|
|
|
|
||
Bank and other credit institutions, foreign currency |
|
|
|
|
|
|
||
Other cash equivalents |
|
|
|
|
|
|
||
Total |
|
|
|
|
|
|
||
We maintain cash and cash equivalents with major financial institutions.
Details of cash at banks and other credit institutions with balances held in foreign currency are as follows:
(In thousand Euros) |
|
June 30, 2024 |
|
|
December 31, 2023 |
|
||
USD |
|
|
|
|
|
|
||
GBP |
|
|
|
|
|
|
||
NOK |
|
|
|
|
|
|
||
SEK |
|
|
|
|
|
|
||
DKK |
|
|
|
|
|
|
||
CNY |
|
|
|
|
|
— |
|
|
Total |
|
|
|
|
|
|
||
Share capital and share premium
As of June 30, 2024 issued share capital of the Company was as follows:
|
|
Shares |
|
|
Share Capital (in thousand Euros) |
|
||
Class A shares of euro |
|
|
|
|
|
|
||
Class B shares of euro |
|
|
|
|
|
|
||
Class C shares of euro |
|
|
|
|
|
|
||
Total |
|
|
|
|
|
|
||
All the shares issued were fully paid as of the date of the capital increases. Wallbox’s Class A Shares, Class B Shares and Conversion Shares (“Class C Shares”) provide their holders with same economic rights; however,
Wallbox’s Class A Shares began trading on the NYSE under the “WBX” symbol on October 4, 2021.
As of June 30, 2024 and December 31, 2023, authorized share capital was as follows:
June 30, 2024 |
|
Shares |
|
|
Nominal |
|
|
Share Capital (in thousand Euros) |
|
|||
Class A Shares |
|
|
|
|
|
|
|
|
|
|||
Class B Shares |
|
|
|
|
|
|
|
|
|
|||
Conversion shares |
|
|
|
|
|
|
|
|
|
|||
Total |
|
|
|
|
|
|
|
|
|
|||
21
WALLBOX N.V.
Notes to the interim condensed consolidated financial statements
December 31, 2023 |
|
Shares |
|
|
Nominal |
|
|
Share Capital (in thousand Euros) |
|
|||
Class A Shares |
|
|
|
|
|
|
|
|
|
|||
Class B Shares |
|
|
|
|
|
|
|
|
|
|||
Conversion shares |
|
|
|
|
|
|
|
|
|
|||
Total |
|
|
|
|
|
|
|
|
|
|||
During the six months ended June 30, 2024, there were the following share capital and share premium movements:
|
|
Shares |
|
|
Price per Share (Euros) |
|
|
Share Capital (In thousand Euros) |
|
|
Share Premium (In thousand Euros) |
|
||||
At December 31, 2023 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
January 2024: Stock option plan execution (MSOP/Warrants) (Class A shares) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
February 2024: Stock option plan execution (MSOP/ESOP/RSU) (Class A shares) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
March 2024: Stock option plan execution (MSOP/RSU) (Class A shares) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
March 2024: Change Cass B shares into Class A shares and Class C shares |
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
||
April 2024: Stock option plan execution (MSOP/RSU) (Class A shares) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
May 2024: Stock option plan execution (MSOP/ESOP/RSU) (Class A shares) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
June 2024: Stock option plan execution (MSOP/ESOP/RSU/ESPP) (Class A shares) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other movements |
|
— |
|
|
— |
|
|
|
|
|
|
( |
) |
|||
At June 30, 2024 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
The capital increases that have taken place during the six months ended June 30, 2024 correspond mainly to the stock plans execution (see Note 19) and the warrants execution (see Note 11).
Additionally, during the six months ended June 30, 2024, the Company has exchanged
Nature and purpose of reserves
Accumulated deficit
As of June 30, 2024, consolidated accumulated deficit amounts to Euros
A free distribution is restricted for the amount of capitalized internal development costs as carried on the consolidated statement of financial position. As of June 30, 2024, the amount of capitalized development costs as carried on the consolidated statement of financial position amounts to Euros
Foreign currency translation reserve
The translation reserve comprises all foreign currency differences arising from the translation of the financial statements of foreign operations, as well as the effective portion of any foreign currency differences arising from hedges of a net investment in
22
WALLBOX N.V.
Notes to the interim condensed consolidated financial statements
a foreign operation. This legal reserve is not freely distributable. This reserve amounts to Euros
Other equity components:
Share-based payments
The share-based payments reserve is used to recognize the value of equity-settled share-based payments provided to employees, including key management personnel, as part of their remuneration. This reserve was Euros
Equity-settled earn-out
In addition, this caption includes Euros
Measurement adjustments to financial assets through OCI
Investments in hedge funds referred to in Note 11 are measured at fair value at year end. The change in their valuation is recognized as other equity components through other comprehensive income.
Details of the provisions are as follows:
At June 30, 2024 |
|
Non-current |
|
|
Total |
|
|
Current |
|
|
|
|
||||||||
(In thousand Euros) |
|
Other |
|
|
Service |
|
|
Non- |
|
|
Service |
|
|
Total |
|
|||||
Carrying amount at the beginning of the year |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Charge / (Credit): |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|||
(+) additional provisions recognized, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
(+/-) Short-term transferred |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
(-) Amounts used during the year |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Carrying amount at year end |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
At December 31, 2023 |
|
Non-current |
|
|
Total |
|
|
Current |
|
|
Total |
|
||||||||
(In thousand Euros) |
|
Other |
|
|
Service warranties |
|
|
current |
|
|
Service warranties |
|
|
Current |
|
|||||
Carrying amount at the beginning of the year |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Business combinations |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|||
Charge / (Credit): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
(+) additional provisions recognized, net |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|||
(+/-) Short-term transferred |
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
||
(-) Amounts used during the year |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Carrying amount at year end |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Service warranties
Products developed and sold by the Group are under warranty for a period of three years and, therefore, a provision is recognized to cover the costs that could be incurred in relation to projects and products under warranty. This provision is estimated based on prior periods actual warranty costs incurred, considering those product sales under warranty.
23
WALLBOX N.V.
Notes to the interim condensed consolidated financial statements
Other provisions
As of June 30, 2024, “Other” provisions caption includes mainly the variation of the contingent consideration (earn-out) related to Ares acquisition and put option liability related to ABL acquisition amounting to Euros
As of June 30, 2024 there are various ongoing claims in relation to commercial agreements, amounting to a maximum exposure of
Details of Government grants as of June 30, 2024 and December 31, 2023 are as follows:
|
|
|
|
June 30, 2024 |
|
|
December 31, 2023 |
|
||||||||||
Grants |
|
Government Entity |
|
Non-current |
|
|
Current liability |
|
|
Non-current |
|
|
Current liability |
|
||||
Movilidad 2030 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Flexener |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Magnetor |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Zeus Ptas |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Alt Impacte |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Minichargers |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Electrolinera |
|
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|||
Acció - Creació llocs treball |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Hermes - Estudios |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Hermes - Desarrollo |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Hermes - Formación |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Top Gun |
|
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|||
Torres Quevedo |
|
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|||
Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
24
WALLBOX N.V.
Notes to the interim condensed consolidated financial statements
As of June 30, 2024, government grants include the grants assigned to the Group by the “Centro para el Desarrollo Tecnológico Industrial, E.P.E. (CDTI)”, by “Agencia para la Competitividad de la Empresa de la Generalitat de Cataluña (ACCIÓ)”, by “Instituto de la Diversificación y Ahorro de la Energía (IDAE)” by "Agencia Estatal de Investigación" and by "Ministerio de Industria, Comercio y Turismo" for an amount of Euros
As of December 31, 2023 government grants include the grants assigned to the Group by the “Centro para el Desarrollo Tecnológico Industrial, E.P.E. (CDTI)” and "Agencia para la Competitividad de la Empresa de la Generalitat de Cataluña (ACCIÓ)" and "Instituto para la Diversificación y Ahorro de la Energía (IDAE)" and “Agencia Estatal de Investigación” and “Ministerio de Industria, Comercio y Turismo” for an amount of Euros
The impact in the interim condensed consolidated statement of profit or loss and other comprehensive income (recognized in “Net Other income”) for the six months ended June 30, 2024 amounts to Euros
As of June 30, 2024 Euros
Disaggregation of revenue from contracts with customers Set out below is the disaggregation of the Group’s revenue from contracts with customers:
(In thousand Euros) |
|
June 30, 2024 |
|
|
June 30, 2023 |
|
||
Sales of goods |
|
|
|
|
|
|
||
Sales of services |
|
|
|
|
|
|
||
Total |
|
|
|
|
|
|
||
The breakdown by geographical segments is as follows:
(In thousand Euros) |
|
June 30, 2024 |
|
|
June 30, 2023 |
|
||
Geographical markets (*): |
|
|
|
|
|
|
||
EMEA |
|
|
|
|
|
|
||
NORAM |
|
|
|
|
|
|
||
APAC |
|
|
|
|
|
|
||
Total |
|
|
|
|
|
|
||
(*) The differences between geographical markets information and the segment disclosures in the Note 7 comes from the intercompany eliminations.
There is no individual customer exceeding
Service revenue includes mainly installations services, software operation and maintenance.
The sale of installation services is always made in combination with the sale of a charger, although they are considered distinct performance obligations. Delivery of the charger and the installation services do not always happen at the same time, leading, in some cases, to chargers being delivered to customers with the installation pending. In this scenario, a contract liability is recognized when invoicing both services prior to rendering the installation services.
A contract liability is recognized if a payment is received or if a payment is due (whichever is earlier) from a customer before the Group transfers the related goods or services. Contract liabilities are recognized as revenue when the Group performs under the
25
WALLBOX N.V.
Notes to the interim condensed consolidated financial statements
contract (i.e., transfers control of the related goods or services to the customer). When revenue is not expected to be recognized in the next twelve months, contract liability is classified as a 'Long term deferred income' in the balance sheet.
Details of changes in inventories and raw materials and consumables used is as follows:
(In thousand Euros) |
|
June 30, 2024 |
|
|
June 30, 2023 |
|
||
Consumption of finished goods, raw materials and other consumables |
|
|
|
|
|
|
||
Scrap stock, slow moving & obsolete accrual |
|
|
|
|
|
( |
) |
|
Work carried out by other companies |
|
|
|
|
|
|
||
Total |
|
|
|
|
|
|
||
Operating expenses are mainly as follows:
(In thousand Euros) |
|
June 30, 2024 |
|
|
June 30, 2023 |
|
||
Marketing expenses |
|
|
|
|
|
|
||
External temporary workers |
|
|
|
|
|
|
||
Professional services |
|
|
|
|
|
|
||
Office expense |
|
|
|
|
|
|
||
Delivery |
|
|
|
|
|
|
||
Custom duty, tax, penalties |
|
|
|
|
|
|
||
Utilities and similar expenses |
|
|
|
|
|
|
||
Fees |
|
|
|
|
|
|
||
Insurance premium |
|
|
|
|
|
|
||
Short-term and low value leases (see note 9) |
|
|
|
|
|
|
||
Bank Services |
|
|
|
|
|
|
||
Travel expenses |
|
|
|
|
|
|
||
Repairs |
|
|
|
|
|
|
||
Warranty provision |
|
|
|
|
|
|
||
Other impairments and losses (see note 11) |
|
|
|
|
|
|
||
Expected credit loss for trade and other receivables (see note 11) |
|
|
|
|
|
( |
) |
|
Other |
|
|
|
|
|
|
||
Total |
|
|
|
|
|
|
||
Details of employee benefits for the six months ended June 30, 2024 and 2023 are as follows:
(In thousand Euros) |
|
June 30, 2024 |
|
|
June 30, 2023 |
|
||
Wages and salaries |
|
|
|
|
|
|
||
Share-based payment plans expenses |
|
|
|
|
|
|
||
Social Security |
|
|
|
|
|
|
||
Total |
|
|
|
|
|
|
||
The Group has not entered into any defined contribution or defined benefit plans for which pensions costs are incurred. The majority of employees are working in Spain and are participating in a state pension plan for which the expenses are included in social security.
26
WALLBOX N.V.
Notes to the interim condensed consolidated financial statements
Details of the personnel expense recognized for share-based payment transactions are as follows:
(In thousand Euros) |
|
June 30, 2024 |
|
|
June 30, 2023 |
|
||
Management stock option plan |
|
|
|
|
|
|
||
ESPP |
|
|
|
|
|
|
||
RSU Board |
|
|
— |
|
|
|
|
|
Performance based earn out in shares and RSUs management |
|
|
|
|
|
|
||
Performance based earn out in shares and RSUs management |
|
|
— |
|
|
|
|
|
RSU Employees |
|
|
|
|
|
|
||
RSU Management |
|
|
|
|
|
|
||
Capitalization of share-based payment transactions in |
|
|
( |
) |
|
|
( |
) |
Total |
|
|
|
|
|
|
||
Management Stock Option Plan
As described in the 2023 Consolidated Financial Statements, the shareholders voted to implement a share-based payment plan (the “Management Stock Option Plan” or “MSOP”) to strengthen management’s link with Wallbox and to incentivize and motivate such management. The Management Stock Option Plan grants management stock options to purchase Class A Shares at a per share exercise price equal to Euro
The Company records this share-based payments plan based on the estimated fair value of the award at the grant date and is recognized as an expense in the consolidated statements of profit or loss over the requisite service period. The estimated fair value of the award was based on the closest financial round of share capital issued for the firsts grants and the latest ones are based on the estimated market price of the Wallbox’s stock on the date of the grant, in practice the share price of Wallbox at the grant date is used during this reporting period.
Employees Stock Option Plan
As described in the 2023 Consolidated Financial Statements, the shareholders agreed to offer all employees of Wallbox (the “Beneficiaries” or, individually, the “Beneficiary”) the possibility of participating in a share-based payment plan (the “Employee Stock Option Plan” or “ESOP”) to receive stock options (the “Options”) to purchase a certain number of Class A Shares of the Company.
The service-based vesting condition for awards under the Employee Stock Option Plan was completed as of December 31, 2020. All the Options granted will be available for execution when one of the liquidity events described in such plan takes place.
The Company records the share-based payments under such plan based on the estimated fair value of the award at the grant date and is recognized as an expense in the consolidated statements of profit or loss over the requisite service period. The estimated fair value of the award was based on the closest financial round of share capital issued for the initial grants and the more recent fair value determinations are based on the estimated market price of the Company’s stock on the date of the grant in practice the share price of Wallbox at the grant date is used during this reporting period.
Founders Stock Option Plan
At a meeting held on June 30, 2021, the shareholders of Wallbox Chargers, S.L.U. agreed to implement a share-based payment plan (Founders Stock Option Plan) to strengthen the bond of the founders of Wallbox and in order to align the interests of the founders with the creation of additional value for the Company. The options under the Founders Stock Option Plan have a strike price at a valuation equal to or higher than current market value and allow the founders to benefit from more liquid options which are fully vested and transferable from their date of concession.
27
WALLBOX N.V.
Notes to the interim condensed consolidated financial statements
In accordance with the terms and conditions of the Founders Stock Option Plan, these options may be exercised in exchange for Class A Shares, nominal value Euro
The maximum number of Class A Shares that underlie all of the options included in this Founders Stock Option Plan is, at the date of the plan implementation, equivalent to
The Board of Directors of the Company has delivered a personal notice to each founder, with an invitation to participate in the Founders Stock Option Plan, which contain, among others, the number of Options granted to each founder; and, where appropriate, the individual conditions governing the participation of the Beneficiary in the Founders Stock Options Plan. For the purposes of this Founders Stock Option Plan, the date of concession is that date indicated in the Invitation Notice.
These invitations were sent in 2022, so the Group recognized the expense accordingly to the valuation of these options in 2022 as they vested following their grant. The Group valued each option at USD
Each beneficiary must comply with the following conditions in order to exercise the options:
RSUs for Employees
At a meeting held on April 6, 2022, the compensation committee approved the implementation of an Incentive Award Plan pursuant to which awards of restricted stock units (“RSUs”) were granted to employees. Each RSU granted represents a right to receive one listed share of the Company at the end of each vesting period, subject to the grantee’s continued service through the applicable vesting date.
The RSUs vest according to the below schedule, subject to the grantee’s continued service through each applicable vesting date:
In addition, the Company granted RSUs to the employees of the subsidiaries that it acquired in the second half of 2022. These RSUs are subject to certain performance-based vesting conditions, which have been considered
The Company records these share-based payments under this plan based on the estimated fair value of the award at the grant date and recognizes the payments as an expense in the consolidated statements of profit or loss over the requisite service period. The estimated fair value of the award is based on the listed share price of the Company on the date of grant.
RSUs for Management
At a meeting held on April 6, 2022, the compensation committee approved an Incentive Award Plan pursuant to which awards of RSUs were granted to management. Each RSU granted represents a right to receive one listed share of the Company at the end of each vesting period, subject to continued service.
28
WALLBOX N.V.
Notes to the interim condensed consolidated financial statements
The RSUs are subject to service-based and performance-based vesting conditions and vest as follows:
Also on November 11, 2022 the Compensation committee approved granting RSUs to certain management personnel of the Group. These RSUs are subject to performance-based vesting conditions only, and such conditions are consistent with the performance-based vesting conditions disclosed above.
The Group has valued each RSUs under such plan as follows:
Service-based condition: This fair value was determined by discounting the forward price of the Company’s stock at each vesting date. The price in this tranche has been based on the spot price at grant date.
Performance-based condition: This fair value has been based on the Company’s price developments according to the Black-Scholes model. Prices for each averaging window are obtained via Monte Carlo simulation.
Additionally, in fiscal year 2023, the Company granted new RSUs to members of the Board of Directors. These RSUs had fully vested in 2023.
ESPP
In January 2023, the Group launched an offering period under the Amended and Restated 2021 Employee Stock Purchase Plan (“ESPP”) for a length of one year, with the purpose of increasing employee engagement and motivation. The offering has been designed in accordance with the 2021 Employee Stock Purchase Plan approved by the Company upon listing in October 2021. The Employee Stock Purchase Plan consists of an offer to buy a maximum of
Movements during the year
The following table illustrates the movements in stock options during the six months ended June 30, 2024, excluding earn out payments in shares for the business combinations of Coil and Ares in 2023:
29
WALLBOX N.V.
Notes to the interim condensed consolidated financial statements
Number of warrants |
|
ESOP |
|
|
MSOP |
|
|
Founders |
|
|
RSU Employees |
|
|
RSU Management |
|
|
RSU Coil & Ares |
|
|
ESPP |
|
|
Total |
|
||||||||
At December 31, |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Granted |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Exercised |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
Cancelled |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
( |
) |
||||
At June 30, 2024 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Details of financial income and expenses are as follows:
(In thousand Euros) |
|
June 30, 2024 |
|
|
June 30, 2023 |
|
||
Financial income |
|
|
|
|
|
|
||
Fair value gain on financial investments |
|
|
|
|
|
|
||
Fair value of derivatives |
|
|
( |
) |
|
|
|
|
Other finance income |
|
|
|
|
|
|
||
Total financial income |
|
|
|
|
|
|
||
Financial Expenses |
|
|
|
|
|
|
||
Interest and fees on bank loans (Note 11) |
|
|
|
|
|
|
||
Interest on leases (Note 9) |
|
|
|
|
|
|
||
Other finance costs |
|
|
|
|
|
|
||
Total financial expenses |
|
|
|
|
|
|
||
Basic loss per share is calculated by dividing net loss for the period attributable to equity holders of the Company by the weighted average number of ordinary shares outstanding during the year.
As the Company has losses in all periods, potential ordinary shares from Management Stock Options, Employee Stock Options, RSU plans and Warrants are not dilutive (losses per share would be less and anti-dilution would exist), Hence, these shares are not considered in the calculation of losses per diluted share.
Details of the calculation of basic and diluted loss per share are as follows:
(In thousand Euros) |
|
June 30, 2024 |
|
|
June 30, 2023 |
|
||
Loss for the period |
|
|
( |
) |
|
|
( |
) |
Dilutive effects on earnings per share |
|
|
— |
|
|
|
— |
|
Total loss for basic and diluted earnings per share |
|
|
( |
) |
|
|
( |
) |
Number of shares |
|
|
|
|
|
|
||
Weighted average number of ordinary shares for basic and |
|
|
|
|
|
|
||
Basic and diluted losses per share (In Euros) |
|
|
( |
) |
|
|
( |
) |
30
WALLBOX N.V.
Notes to the interim condensed consolidated financial statements
(In thousand Euros) |
|
June 30, 2024 |
|
|
December 31, 2023 |
|
||
VAT receivables |
|
|
|
|
|
|
||
Government Grant receivables |
|
|
|
|
|
|
||
Income tax credit receivables (short term) |
|
|
|
|
|
|
||
Income tax credit receivables (long term) |
|
|
|
|
|
|
||
Other tax receivable |
|
|
|
|
|
|
||
Total |
|
|
|
|
|
|
||
(In thousand Euros) |
|
June 30, 2024 |
|
|
December 31, 2023 |
|
||
VAT payable |
|
|
|
|
|
|
||
Social Security payable |
|
|
|
|
|
|
||
Personal Income Tax payable |
|
|
|
|
|
|
||
Deferred tax liability |
|
|
|
|
|
|
||
Total |
|
|
|
|
|
|
||
(In thousand Euros) |
|
June 30, 2024 |
|
|
June 30, 2023 |
|
||
Loss before Tax |
|
|
( |
) |
|
|
( |
) |
Tax income (at 25%) |
|
|
|
|
|
|
||
Unrecognized deferred tax assets on tax losses |
|
|
( |
) |
|
|
( |
) |
Deductions and credits generated |
|
|
( |
) |
|
|
( |
) |
Other adjustments |
|
|
( |
) |
|
|
( |
) |
Income tax expense/(income) |
|
|
( |
) |
|
|
( |
) |
As of June 30, 2024 and December 31, 2023 details of unrecognized tax losses to be offset are as follows:
(In thousand Euros) |
|
June 30, 2024 |
|
|
December 31, 2023 |
|
||
2015 |
|
|
|
|
|
|
||
2016 |
|
|
|
|
|
|
||
2017 |
|
|
|
|
|
|
||
2018 |
|
|
|
|
|
|
||
2019 |
|
|
|
|
|
|
||
2020 |
|
|
|
|
|
|
||
2021 |
|
|
|
|
|
|
||
2022 |
|
|
|
|
|
|
||
2023 |
|
|
|
|
|
|
||
2024 |
|
|
|
|
|
|
||
Total |
|
|
|
|
|
|
||
The tax losses detailed above correspond to the Spanish tax consolidated headed by Wallbox. Tax losses may be offset indefinitely in the future. Additionally, unrecognized tax losses of Wallbox USA Inc. amount to Euros
The existence of unused tax losses, as well as the lack of track record of generating tax profits, evidences that future taxable profit may not be available to the Group, at least for the near and medium term, as the Company is early stage. Having considered all evidence available and the current investment phase, management determined that there was insufficient positive evidence to support the fact that it is probable that future taxable profits will be available against which to offset the tax losses. Accordingly, no deferred tax asset is recognized in the financial statements.
31
WALLBOX N.V.
Notes to the interim condensed consolidated financial statements
A. Related parties
Details of transactions and balances with related parties are as follows:
|
|
June 30, 2024 |
|
|
|
|
||||||||||
(In Thousand Euros) |
|
Shareholders |
|
|
Joint Venture |
|
|
Key management |
|
|
Total |
|
||||
Statement of profit or loss |
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|
|
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|
||||
Revenue |
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||||
Statement of financial position |
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||||
Accounts receivables and accounts payables |
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||||
|
|
December 31, 2023 |
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||||||||||
(In Thousand Euros) |
|
Shareholders |
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|
Joint Venture |
|
|
Key management |
|
|
Total |
|
||||
Statement of financial position |
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||||
Accounts receivables and accounts payables |
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||||
|
|
June 30, 2023 |
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(In Thousand Euros) |
|
Shareholders |
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Joint Venture |
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Key management |
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|
Total |
|
||||
Statement of profit or loss |
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||||
Revenue |
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Only revenues from shareholders holding a minimal interest in the Group of 50% has been disclosed as a related party transaction in accordance with IAS 24 definitions.
In connection with the June 2023 private placement of Class A Shares, Enric Asuncion Escorsa purchased
In connection with the December 2023 private placement of Class A Shares, Enric Asuncion Escorsa purchased
Shares, Orilla Asset Management, S.L. purchased
B. Remuneration of Directors and Key Management
The remuneration expenses recorded for the members of the Board of Directors for the six months ended on June 30, 2024 and 2023 are as follows:
(In thousand Euros) |
|
June 30, 2024 |
|
|
June 30, 2023 |
|
||
Short-term benefits |
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|
||
Non-executive directors remuneration |
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||
Share-based payment plan |
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|
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|
||
Total |
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|
|
|
|
|
||
Details of the remuneration expenses recorded for the Company’s senior management (excluding the executive members of the Board of Directors) are as follows:
32
WALLBOX N.V.
Notes to the interim condensed consolidated financial statements
(In thousand Euros) |
|
June 30, 2024 |
|
|
June 30, 2023 |
|
||
Short-term benefits |
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|
|
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|
||
Termination benefits |
|
|
|
|
|
|
||
Share-based payment plan expenses |
|
|
|
|
|
|
||
Total |
|
|
|
|
|
|
||
As of June 30, 2024 and 2023,
During the six months ended June 30, 2024, public liability insurance premiums of Euros
Risk management policies are established by management, having been approved by the Company’s Board of Directors. Based on these policies, the Finance department has established a number of procedures and controls to identify, measure and manage risks deriving from the activity involving financial instruments. These policies, inter alia, prohibit the Group from speculating with derivatives.
Any activity involving financial instruments exposes the Group to credit risk, market risk and liquidity risk.
a) Credit risk
Credit risk arises from possible losses deriving from failure to comply with contractual obligations on the part of the counterparties of the Group, i.e., the possibility of not recovering financial assets at the amount recognized and within the established term.
The maximum credit risk exposure is as follows:
|
|
June 30, 2024 |
|
|
December 31, 2023 |
|
||||||||||
(In thousand Euros) |
|
Non-current |
|
|
Current |
|
|
Non-current |
|
|
Current |
|
||||
Customer sales and services |
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||
Other receivables |
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||
Loans to employees |
|
|
|
|
|
— |
|
|
|
|
|
|
|
|||
Trade and other financial receivables |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Guarantee deposit |
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
||
Non-current financial assets |
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
||
Guarantee deposit |
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||
Financial investments |
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||
Other current financial assets |
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||
Total |
|
|
|
|
|
|
|
|
|
|
|
|
||||
The Sales and Finance departments establish credit limits for each customer based on information received from an entity specializing in Group solvency analysis. Refer to Note 11 B for further disclosure on the expected credit loss of customer sales and services.
b) Market risk
33
WALLBOX N.V.
Notes to the interim condensed consolidated financial statements
Market risk arises from possible losses deriving from fluctuations in the fair value or in future cash flows of financial instruments because of changes in market prices. Market risk includes interest rate, currency and other price risks.
Interest rate risk
Interest rate risk arises from possible losses due to changes in the fair value or the future cash flows of a financial instrument because of fluctuations in market interest rates. The Group loans and borrowings balance as of June 30, 2024 and December 31, 2023 is broken down as follows:
(In thousand Euros) |
|
Currency |
|
June 30, 2024 |
|
|
December 31, 2023 |
|
||
Fixed rate Loan |
|
EUR |
|
|
|
|
|
|
||
Floating rate loan |
|
EUR |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
||
A
|
|
June 30, 2024 |
|
|
June 30, 2023 |
|
||||||||||
|
|
Profit or loss |
|
|
Profit or loss |
|
||||||||||
(In thousand Euros) |
|
100 bp increase |
|
|
100 bp decrease |
|
|
100 bp increase |
|
|
100 bp decrease |
|
||||
Floating rate loan |
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
||
Currency risk
Currency risk is the risk of possible losses due to changes in the fair value of and future cash flows from financial instruments as a result of exchange rate fluctuations.
Cash and cash equivalents, trade and other financial receivables and other current assets / deferred charges are primarily the items included within the Group’s assets and liabilities that are denominated in a currency other than the functional currency.
The following table shows the impact of a reasonably possible strengthening or weakening of the Euro against USD on the Group monetary assets and liabilities as of June 30, 2024 and 2023. This sensitivity analysis assumes that all other variables remain constant and ignores any impact from anticipated sales and purchases. The Group’s exposure to foreign currency exchange for all other currencies is not significant.
|
|
June 30, 2024 |
|
|
June 30, 2023 |
|
||||||||||
|
|
Profit or loss |
|
|
Profit or loss |
|
||||||||||
(In thousand Euros) |
|
Strengthening |
|
|
Weakening |
|
|
Strengthening |
|
|
Weakening |
|
||||
USD (10% movement) |
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
||
Other market price risk
The Group has derivative warrant liabilities (see Note 11) measured at FVTPL.
The derivative warrant liabilities of Euros
A change of the warrant price by
c) Liquidity risk
34
WALLBOX N.V.
Notes to the interim condensed consolidated financial statements
Liquidity risk arises where the Group might not hold, or have access to, sufficient liquid funds at an appropriate cost to settle its payment obligations at any given time.
Details of working capital are as follows:
(In thousand Euros) |
|
June 30, 2024 |
|
|
December 31, 2023 |
|
||
Current assets |
|
|
|
|
|
|
||
Current liabilities |
|
|
|
|
|
|
||
Total |
|
|
|
|
|
|
||
The working capital presented by the Group is sufficient to cover the various commitments arising from its activity.
Details of the maturities, by year, of the principal and interest of the loans and borrowings as of June 30, 2024 and December 31, 2023 are as follows:
|
|
June 30, 2024 |
|
|||||||||
(In thousand Euros) |
|
Capital |
|
|
Interest |
|
|
Total |
|
|||
1 July 2024 - 30 June 2025 |
|
|
|
|
|
|
|
|
|
|||
1 July 2025 - 30 June 2026 |
|
|
|
|
|
|
|
|
|
|||
1 July 2026 - 30 June 2027 |
|
|
|
|
|
|
|
|
|
|||
1 July 2027 - 30 June 2028 |
|
|
|
|
|
|
|
|
|
|||
1 July 2028 - 30 June 2029 |
|
|
|
|
|
|
|
|
|
|||
More than five years |
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|||
d) Capital management
For the purpose of the Group’s capital management, capital includes issued capital, share premium and all other equity reserves attributable to the equity holders of the Company. The primary objective of the Group’s capital management is to maximize the shareholder value. The Group manages its capital structure and makes adjustments in light of changes in economic conditions and the requirements of its financial requirements to attend its business plans. To maintain or adjust the capital structure, the Group may issue new shares or issue/repay debt financial instruments. The Group monitors capital management to ensure that it meets its financial needs to achieve its business objectives while maintaining its solvency.
No additional significant events after the reporting period have occurred except of events disclosed below:
On July 30, 2024, we and Generac entered into warrant agreements (the “Warrant Agreements”), pursuant to which we issued to Generac (together with its assignees, the “Warrantholder”), and the Warrantholder subscribed for and acquired, (a) an aggregate of
35
WALLBOX N.V.
Notes to the interim condensed consolidated financial statements
On August 5, 2024, we closed a private placement of Class A Shares, pursuant to which we sold
36
WALLBOX N.V.
Notes to the interim condensed consolidated financial statements
|
|
|
|
|
|
|
% Equity interest |
|
|
|
||||||
Company name |
|
Registered office |
|
Activity |
|
Company holding investment |
|
June 30, 2024 |
|
|
December 31, 2023 |
|
|
Consolidation method |
||
|
|
|
|
|
% |
|
|
% |
* |
|||||||
|
|
|
|
|
% |
|
|
% |
* |
|||||||
|
|
|
|
|
% |
|
|
% |
- |
|||||||
|
|
|
|
|
% |
|
|
% |
- |
|||||||
|
|
|
|
|
% |
|
|
% |
- |
|||||||
|
|
|
|
|
% |
|
|
% |
- |
|||||||
|
|
|
|
|
% |
|
|
% |
- |
|||||||
|
|
|
|
|
% |
|
|
% |
- |
|||||||
|
|
|
|
|
% |
|
|
% |
- |
|||||||
|
|
|
|
|
% |
|
|
% |
- |
|||||||
|
|
|
|
|
% |
|
|
% |
- |
|||||||
|
|
|
|
|
% |
|
|
% |
- |
|||||||
|
|
|
|
|
% |
|
|
% |
- |
|||||||
|
|
|
|
|
% |
|
|
% |
- |
|||||||
|
|
|
|
|
% |
|
|
% |
- |
|||||||
|
|
|
|
|
|
% |
|
|
% |
- |
||||||
|
|
|
|
|
% |
|
|
% |
- |
|||||||
|
|
|
|
|
% |
|
|
% |
- |
|||||||
|
|
|
|
|
|
% |
|
|
% |
- |
||||||
|
|
|
|
|
% |
|
|
% |
- |
|||||||
|
|
|
|
|
|
% |
|
|
% |
- |
||||||
|
|
|
|
|
|
% |
|
|
% |
- |
||||||
|
|
|
|
|
|
% |
|
|
% |
- |
||||||
|
|
|
|
|
% |
|
|
% |
- |
|||||||
(*) direct ownership
(-) indirect ownership
37