6-K
Wallbox N.V. (WBX)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OFFOREIGN PRIVATE ISSUER
PURSUANT TO SECTION 13A-16 OR15D-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of November 2021
Commission File Number: 001-40865
Wallbox N.V.
(Translation of registrant’s name into English)
Carrer delFoc, 68
Barcelona, Spain 08038
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 ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
EXPLANATORY NOTE
On November 4, 2021, Wallbox N.V. (the “Company”) released information regarding its results of operations and provided a business update. A copy of the Company’s press release, letter to shareholders and unaudited condensed consolidated financial statements as of June 30, 2021 are furnished hereto as Exhibits 99.1, 99.2 and 99.3, respectively.
EXHIBIT INDEX
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.
| Wallbox N.V. | ||
|---|---|---|
| Date: November 4, 2021 | By: | /s/ Enric Asunción Escorsa |
| Enric Asunción Escorsa | ||
| Chief Executive Officer |
EX-99.1
Exhibit 99.1
Wallbox Announces Third Quarter 2021 Revenue 16% Above Budgeted Expectations
The company shared third quarter and year-to-date 2021results through a Shareholder Letter and Webcast
Nov 4, 2021
Barcelona, SPAIN - Wallbox N.V. (NYSE: WBX), a leading provider of electric vehicle (EV) charging and energy management solutions worldwide, today released a Letter to Shareholders, which can be found here, announcing select financial results for the three and nine months ended September 30, 2021. The company reported third quarter revenue of $22 million, up nearly 250% year-over-year, bringing total revenue to $55 million for the first nine months of 2021. The company reaffirms its full year 2021 revenue guidance of $79 million.
“For the first nine months this year, we sold more than 66,000 units globally and 80% of our current charger sales utilize Wallbox energy management software. We believe this is a testament to our hardware’s superior design, performance and reliability and the value our energy management software can add to users’ daily lives,” said Enric Asunción, the chief executive officer and co-founder of Wallbox. “Our third quarter revenue also grew by nearly 250% year-over-year, which was driven by our accelerated growth in some of the world’s largest EV markets, such as Germany and the UK, and our successful entry into new markets like the U.S.”
“In addition to the growing demand and consumer preference for our products, our ability to manage global supply chain issues successfully has enabled us to sustain strong momentum,” said Jordi Lainz, chief financial officer. “Thanks to our vertically integrated supply chain and in-house engineering and validation, we have been able to continue production over the last quarter. We continue to run a disciplined business, outpacing market growth and minimizing headwinds to generate value for shareholders.”
The company has posted a Shareholder Letter on the Overview and Events & Presentations pages of its Investor Relations website at investors.wallbox.com, providing additional financial highlights and business updates.
Wallbox will also host a live webcast today, Thursday, November 4, 2021 at 8:30 a.m., Eastern Time (1:30 p.m. CET), to discuss these results and business updates. The live webcast can be accessed through the Events & Presentation section of the company’s investor relations website at investors.wallbox.com. A replay of the webcast will be available shortly following the event, will be accessible through the same link and will be available for at least one year.
About Wallbox Chargers
Wallbox is a global technology company, dedicated to changing the way the world uses energy in the electric vehicle industry. Wallbox creates smart charging systems that combine innovative technology with outstanding design and manage the communication between vehicle, grid, building and charger. Wallbox offers a complete portfolio of charging and energy management solutions for residential, semi-public and public use in more than 80 countries. Founded in 2015, with headquarters in Barcelona, Wallbox’s mission is to facilitate the adoption of electric vehicles today to make more sustainable use of energy tomorrow. The company employs over 700 people in Europe, Asia, and the Americas.
For additional information, please visit www.wallbox.com.
Wallbox Press Contact
Elyce Behrsin
press@wallbox.com
Wallbox Investor Contact
Austin Wood
investors@wallbox.com
Wallbox Forward Looking Statements
This press release includes “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements generally relate to future events or Wallbox’s future financial or operating performance. For example, forward-looking statements include but are not limited to statements regarding the future operations of the business, future growth and generating value to shareholders. In some cases, you can identify forward-looking statements by terminology such as “anticipate,” “believe,” “may,” “can,” “should,” “could,” “might,” “plan,” “possible,” “project,” “strive,” “budget,” “forecast,” “expect,” “intend,” “will,” “estimate,” “predict,” “potential,” “continue” or the negatives of these terms or variations of them or similar terminology, but the absence of these words does not mean that statement is not forward-looking. Such forward-looking statements are subject to risks, uncertainties, and other factors which could cause actual results to differ materially from those expressed or implied by such forward looking statements. In addition, any statements or information that refer to expectations, beliefs, plans, projections, objectives, performance or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking.
These forward-looking statements are based on management’s current expectations and beliefs. These statements are neither promises nor guarantees, but involve known and unknown risks, uncertainties and other important factors that may cause Wallbox’s 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 electronic 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 health pandemics including those of COVID-19; losses or disruptions in Wallbox’s supply or manufacturing partners; Wallbox’s reliance on the third-parties outside of its control; risks related to Wallbox’s technology, intellectual property and infrastructure; and other important factors discussed under the caption “Risk Factors” in Wallbox’s Registration Statement on Form F-1 filed with the SEC on November 1, 2021, as such factors may be updated from time to time in its other filings with 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.
These and other important factors could cause actual results to differ materially from those indicated by the forward-looking statements made in 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.
EX-99.2
Exhibit 99.2
LETTER TO SHAREHOLDERS
Q3 Fiscal 2021
November 4th, 2021
Dear Existing and Future Shareholders,
It’s our pleasure to share Wallbox’s select third quarter and year-to-date financial highlights, and our first results ever as a public company.
It has been one month since Wallbox listed on the New York Stock Exchange and began life as a public company. For those who may be new to following Wallbox, we welcome your interest and begin with an overview on our company.
Company Overview
Wallbox was founded in 2015 with the goal of accelerating the adoption of electric vehicles (“EVs”) through smarter, simpler charging and energy management solutions. In order to do this, we had to build a charger unlike anything the market had seen before - one that was exceptionally user-centric, design-forward, and made for smarter charging at home. We then expanded this same innovative approach to serve customers wherever they are - first at work and in semi-public spaces and now on public roads as well. The result is a robust portfolio of hardware and software solutions that spans all charging segments with breakthrough innovations, such as Quasar for bi-directional DC home charging and our modular Supernova for cost-effective public charging.
These past six years have presented us with many other exciting milestones. Some highlights to mention are:
| ● | Sold products in over 80 countries around the world |
|---|---|
| ● | Launched the world’s first bi-directional charger for home use, one of the<br>most affordable, scalable DC fast chargers on the market. |
| --- | --- |
| ● | Expanded into the U.S. in 2021 and became the #1 best selling EV charger on Amazon within the first three months of<br>launch. |
| --- | --- |
| ● | Launched a joint venture with Changchun FAWSN in China, part of one of the largest automobile makers in the world, to<br>manufacture 50,000 chargers for the country. |
| --- | --- |
| ● | Acquired two companies, including Electromaps, the leading public charging platform in Southern Europe.<br> |
| --- | --- |
And throughout it all we’ve partnered with leading auto manufacturers, utility companies, distributors, and investors worldwide to accelerate the shift to electric vehicles.
Today, Wallbox employs over 700 people spread across nine offices and two manufacturing plants in three continents - more than 250 of which are engineers. We have sold chargers in more than 80 countries, and we have recently announced two new manufacturing facilities to support our production capacity and meet the demand of the global market.
We’re extremely proud of what we have accomplished so far, and yet we’re just getting started.
Public Company Listing on NYSE
On October 4th, 2021, Wallbox completed its business combination with Kensington Capital Acquisition Corporation II (“KCAC”) and became a publicly traded company on the NYSE. Amid a turbulent market, we strengthened our liquidity position by $252 million in gross proceeds from the business combination ($141 million from KCAC’s trust account and $111 million from our PIPE offering) and $212 million in net proceeds, following transaction expenses. We forecast that this capital injection plus our existing resources will fully fund our capital requirements and operations through 2024 and 2025, when we anticipate positive EBITDA and cash flow, respectively.
Market Overview
Earlier this year, Bloomberg New Energy Finance predicted that the world will need more than 309 million chargers to adequately support forecasted EV adoption by 2040, and that 87% of these chargers will be located at home.
One of the main reasons we elected to pursue a public market capital raise this year was to entrench Wallbox as a leading player throughout this paradigm shift. We believe in the formula that has brought us this far and will continue to shape this ever-evolving market. As from day 1, we remain committed to:
| 1. | Innovative Technology - We are continually breaking new ground in terms of<br>functionality, form factor and quality – and we believe that setting the pace for innovation will be critical to remain competitive in our space. |
|---|---|
| 2. | Vertically Integrated Operations - We assemble our entire product portfolio in-house, from concept to production, giving us unprecedented control and fast turnaround time to get to market. Against a challenging market backdrop with global supply chain shortages, our manufacturing and<br>engineering infrastructure allows us to minimize the effects of market shortages and continue manufacturing our products and delivering them within as little as 72 hours. |
| --- | --- |
| 3. | Turnkey Business Model - Our hardware + software + service business model<br>generates high gross margins^1^ today and is expected to generate recurring revenue opportunities for the future. |
| --- | --- |
| 4. | Global Presence - With offices in Europe, U.S., and China, Wallbox is poised to<br>capitalize on the burgeoning EV market around the world and offers a far-reaching footprint to OEMs and corporations with an international presence. |
| --- | --- |
| 5. | Building a Seasoned Team - Our world class executive team and board members come<br>from top utility, OEM, and tech companies around the world, and are further bolstered by the addition of Kensington to the Wallbox family. |
| --- | --- |
But what is Wallbox’s key differentiator? Energy management. As the market grows, we fully anticipate new entrants to develop basic hardware that allows drivers to simply pull energy from the grid to charge their car. However, with industry reports predicting that EVs will increase global energy demand on the grid by anywhere from 10-50%, depending on the country, we view these solutions as near-sighted. In contrast 80% of current Wallbox charges sold utilize energy management functionalities through our software, myWallbox, creating ecosystems that can save users money, increase charging
^1^ Gross margin is defined as revenue less changes in inventories and raw materials and consumables used.
speeds, reduce mounting pressure on the grid and ultimately lead to a more sustainable use of energy. Through our suite of energy management solutions, such as Power Boost - dynamic load balancing, Eco-Smart - solar EV charging, and full building energy systems like Sirius, we believe that we have developed systems that by integrating solar panels, vehicles, and stationary batteries to power homes, commercial buildings, or even communities, provide the cleanest, most affordable energy the market currently has to offer.
Third Quarter 2021 Overview
We are pleased to share that the third quarter of 2021 was our most successful quarter to-date.
Third quarter revenue was $22 million, up nearly 250% year-over-year. This brings Wallbox’s cumulative 2021 revenue to $55 million, up over 280% against the same period last year and up 16% from our 2021 budget forecast. This sales increase is primarily driven by expansion of our commercial footprints in already established markets, the entrance into new markets, and the launch of new products.
There are a few markets worth noting. In Germany, which is Europe’s largest EV market, our 2021 year-to-date revenues are nearly 540% greater than full-year 2020 results, as we have generated nearly $8 million in revenues through September 30. In the United Kingdom and France, we have outperformed full year 2020 revenues by 63% and 50%, respectively in the nine months ended September 30th.
The third quarter was a breakout quarter for our presence in the U.S. We posted $1.9 million of sales in Q3, bringing the nine-month total to $3.7 million. We retained our position as one of the best-sellers of EV chargers on Amazon and as Amazon’s choice for the category. As a result, this channel generated $1.3 million in revenue in Q3 alone, bringing the yearly total to $2.4 million. Our performance was boosted by the introduction of a 48Amp version of our best-selling home charger, Pulsar Plus, in August and is exclusively available in the U.S. This product is now one of the fastest residential chargers on the market and is tailored to the enhanced battery technology included in next generation EV models such as the Ford Mach-E, the VW ID.4, and Rivian’s portfolio. Lastly, we partnered with SunPower (NASDAQ: SPWR), a leading solar technology and energy services provider, to integrate solar panels and home EV charging into one single bundle. Wallbox expects this will be their preferred charger provider for their customer
base of approximately 370,000, and that SunPower will be our preferred installer of chargers and solar panels.
In terms of unit sales, we are proud to announce that we have sold over 66,000 chargers in the first nine months of 2021, 26,000 of which were sold in the third quarter. Pulsar Plus remains our best-selling product, followed by Copper SB, and Commander 2.
In Q3, we reported a 39% gross margin. While the global supply chain shortage and issues with allocations did somewhat impact gross margins, our primary objective was to continue producing in order to meet market demand. At Wallbox, we are dedicated to never stopping production and have been unwavering in our commitment to deliver within our window of 72 hours or less. Over the past quarter, unlike some other EV charging companies, we continued production and we were able to do this in large part due to our vertically integrated supply chain and our in-house engineering and validation teams.
We achieved various other commercial and operational milestones during the quarter as well that will lay the foundation for continued strong growth. To support the growing demand Wallbox is seeing in the North American market, we announced the establishment of a 130,000 square foot manufacturing facility in Arlington, Texas, that is expected to have enough manufacturing capacity to support Wallbox North America’s manufacturing needs for the next decade. This factory will house the assembly lines for our North American versions of Pulsar Plus, Quasar, our bi-directional charger, and Supernova, our DC fast charger (“DCFC”) for public use. Production at the facility is expected to start during the second half of 2022, and we forecast a manufacturing capacity of 290,000 units annually by 2027 and 500,000 by 2030.
Given the expected growth of the sector, we committed to open a second plant in Barcelona earlier this year. We’re happy to announce that the first assembly lines are being installed and the new plant will start producing by the end of the year. This facility will add another 500,000 units to our manufacturing capacity by the end of 2023. This plant will include state of the art manufacturing and logistics technologies such as automated assembly lines, automated end of line validation, artificial vision for quality monitoring, automated picking, and more. These technologies ensure that we will continue improving our products’ quality and benefit from additional cost-savings and efficiencies throughout the entire process.
| As we look towards the future, it is important to note that we maintain 8,000+ Supernova units under Letter(s) of Intent<br>(“LOI”) with existing partners. Iberdrola recently announced its intention to acquire the first 1,000 units, as part of its commitment to install 150,000 EV chargers by 2025.<br><br><br>Innovation is at the core of our growth strategy, and that’s why we continue expanding our product and solutions portfolio to meet the demands of<br>this growing industry. |
|---|
This quarter, we unveiled a new ultra-fast charger - Hypernova - and two new key energy management products – Eco-Smart and Sirius. Hypernova is a 350 kW DCFC that is capable of fully charging a car in under 15 minutes. While we still believe that the majority of charging will happen at home and work, ultra-fast chargers like Hypernova are critical to alleviating range anxiety and unlocking the potential for more long distance road trips in an EV.
Sirius is a cutting-edge energy management solution designed to maximize use of renewable energy in commercial buildings. Sirius is capable of managing various energy sources - solar panels, EVs, home and industrial batteries - and will automatically choose the greenest or cheapest source available to meet the building’s demand, as well as storing sustainable energy surpluses in EVs or battery walls plugged to the system.
Eco-Smart is a complimentary software feature that allows users to charge their cars:
a) solely using energy generated from their solar panels or
b) using a mix of energy from solar panels and from the grid.
Sirius and Eco-Smart are two examples of the innovative energy management features required if we truly want to accelerate the transition of sustainable transportation.
2021 Outlook
Our year-to-date results and what we continue to see with our customers as we expand into new regions with cutting-edge technologies supports our expected revenue of $79 million for full year 2021. Further, the fourth quarter is traditionally a strong period for the industry, given seasonal spending during Black Friday and the December holidays, in addition to OEMs pushing to hit year-end sales and carbon emission targets.
We also expect to deliver the first units of Supernova to Iberdrola before the end of 2021, which will officially mark our entry into the DCFC segment. Lastly, our second factory in Barcelona will be fully operational with the latest IoT and industry 4.0 technology to bolster our manufacturing capacity by the end of 2021.
Summary
Even though we are in the early days of the transition to electromobility, we believe that the winners of tomorrow will be decided today. It is for that reason that over the past 6 years, we have taken the strategic decisions to integrate manufacturing and validation in-house, expand globally, and develop the cutting-edge technology we offer today, all while not sacrificing on gross margins. It is also for that reason that we decided to go public in 2021. We believe that the infrastructure that we have set up over the past 6 years and the liquidity that we have gained through this transaction have perfectly positioned Wallbox to continue in this growth trajectory and be a global leader in the EV charging and energy management space.
| Enric Asunción | Jordi Lainz |
|---|---|
| FOUNDER, CHIEF EXECUTIVE OFFICER | CHIEF FINANCIAL OFFICER |
Forward Looking Statements
This Letter to Shareholders includes “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended. All statements contained in this Letter to Shareholders that do not relate to matters of historical fact should be considered forward-looking statements, including, without limitation, statements regarding manufacturing quantities and capacity, Wallbox’s financials including future generation of revenue, cost savings and funding of Wallbox’s business plan, future technologies at Wallbox’s new facilities, developing of new products and industry related expectations and assumptions. In some cases, you can identify forward-looking statements by terminology such as “anticipate,” “believe,” “may,” “can,” “should,” “could,” “might,” “plan,” “possible,” “project,” “strive,” “budget,” “forecast,” “expect,” “intend,” “will,” “estimate,” “predict,” “potential,” “continue” or the negatives of these terms or variations of them or similar terminology, but the absence of these words does not mean that statement is not forward-looking. Such forward-looking statements are subject to risks, uncertainties, and other factors which could cause actual results to differ materially from those expressed or implied by such forward looking statements. In addition, any statements or information that refer to expectations, beliefs, plans, projections, objectives, performance or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking.
These forward-looking statements are based on management’s current expectations and beliefs. These statements are neither promises nor guarantees, but involve known and unknown risks, uncertainties and other important factors that may cause Wallbox’s 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 health pandemics including those of COVID-19; losses or disruptions in Wallbox’s supply or manufacturing partners; Wallbox’s reliance on the third-parties outside of its control; risks related to Wallbox’s technology, intellectual property and infrastructure; and other important factors discussed under the caption “Risk Factors” in Wallbox’s Registration Statement on Form F-1 filed with the SEC on November 1, 2021, as such factors may be updated from time to time in its other filings with 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.
These and other important factors could cause actual results to differ materially from those indicated by the forward-looking statements made in this Letter to Shareholders. Any forward-looking statement that Wallbox makes in this Letter to Shareholders 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.
Appendixes
Table 1 -Net Cash
| Net Cash Post-Transaction | |
|---|---|
| KCAC Cash in Trust | $230,000,000 |
| Cash in Trust Post-Redemptions | $141,113,180 |
| PIPE | $111,000,000 |
| Net Cash as of 9/30/2021 | $18,390,034 |
| Total Cash Post Transaction | $270,503,214 |
| Transaction Fees | $38,734,909 |
| Net Cash | $231,768,305 |
Table 2 - Total Shares Outstanding
| Type | Share Number | Description | |
|---|---|---|---|
| Total Class A Shares | 137,739,755 | ||
| Ordinary A Shares | 106,778,437 | Legacy WBX holders | |
| Kensington Common Stock | 19,861,318 | KCAC shares after redemptions. Exchanged<br>1-for-1 for Ordinary A Shares | |
| PIPE | 11,100,000 | Ordinary A Shares issued in a private placement (“PIPE Investment”) | |
| Total Class B Shares | 23,250,793 | Wallbox founder Shares | |
| Total Basic Shares Outstanding | **** | 160,990,548 |
Table 3 - Board Structure Breakdown
EX-99.3
Exhibit 99.3
WALL BOX CHARGERS, S.L.
Interim condensed consolidated statements of financial position as at 30 June 2021 and at 31 December 2020
(In Euros)
| Notes | 30 June 2021 (*) | 31 December 2020 | ||||||
|---|---|---|---|---|---|---|---|---|
| Assets | ||||||||
| Non-Current Assets | ||||||||
| Property, plant and equipment | 8 | 11,270,247 | 5,422,319 | |||||
| Right-of-use<br>assets | 9 | 13,795,297 | 3,844,761 | |||||
| Intangible assets | 10 | 29,017,247 | 22,958,386 | |||||
| Goodwill | 10 and 11 | 6,316,850 | 6,276,040 | |||||
| Investment in joint venture | 12 | — | — | |||||
| Non-current financial assets | 13 | 1,728,737 | 864,772 | |||||
| Tax credit receivables | 23 | 1,642,615 | 923,441 | |||||
| Total Non-Current Assets | **** | 63,770,993 | **** | **** | 40,289,719 | **** | ||
| Current Assets | ||||||||
| Inventories | 14 | 13,504,562 | 7,244,621 | |||||
| Trade and other financial receivables | 13 | 13,080,222 | 8,984,126 | |||||
| Other receivables | 23 | 10,719,122 | 2,123,016 | |||||
| Other current financial assets | 13 | 4,691,594 | 358,324 | |||||
| Other current assets / deferred charges | 13 | 1,853,000 | — | |||||
| Advance payments | 1,360,928 | 465,360 | ||||||
| Cash and cash equivalents | 13 and 15 | 26,558,080 | 22,338,021 | |||||
| Total Current Assets | **** | 71,767,508 | **** | **** | 41,513,468 | **** | ||
| Total Assets | **** | 135,538,501 | **** | **** | 81,803,187 | **** | ||
| Equity and Liabilities | ||||||||
| Equity | ||||||||
| Share capital | 196,059 | 196,059 | ||||||
| Share premium | 28,725,511 | 28,725,511 | ||||||
| Accumulated deficit | (58,523,910 | ) | (20,118,232 | ) | ||||
| Other equity components | 4,077,127 | 3,353,614 | ||||||
| Foreign currency translation reserve | 213,821 | 76,169 | ||||||
| Total Equity attributable to owners of the Company | 16 | **** | (25,311,392 | ) | **** | 12,233,121 | **** | |
| Liabilities | ||||||||
| Non-Current Liabilities | ||||||||
| Loans and borrowings | 13 | 10,191,337 | 9,744,462 | |||||
| Convertible bonds | 13 | 51,820,391 | 26,145,982 | |||||
| Lease liabilities | 9 and 13 | 13,202,328 | 3,433,236 | |||||
| Put option liabilities | 6 and 13 | 3,726,647 | 6,338,520 | |||||
| Provisions | 414,006 | 230,886 | ||||||
| Total Non-Current Liabilities | **** | 79,354,709 | **** | **** | 45,893,086 | **** | ||
| Current Liabilities | ||||||||
| Loans and borrowings | 13 | 16,068,231 | 12,627,970 | |||||
| Convertible bonds | 13 | 34,415,600 | — | |||||
| Lease liabilities | 9 and 13 | 1,164,030 | 684,105 | |||||
| Put option liabilities | 6 and 13 | 2,696,560 | — | |||||
| Trade and other financial payables | 13 | 22,483,534 | 8,899,437 | |||||
| Other payables | 23 | 2,829,082 | 1,282,084 | |||||
| Goverment grants | 17 | 1,648,356 | — | |||||
| Contract liabilities | 189,791 | 183,384 | ||||||
| Total Current Liabilities | **** | 81,495,184 | **** | **** | 23,676,980 | **** | ||
| Total Liabilities | **** | 160,849,893 | **** | **** | 69,570,066 | **** | ||
| Total Equity and Liabilities | **** | 135,538,501 | **** | **** | 81,803,187 | **** | ||
| (*) | Unaudited | |||||||
| --- | --- |
The notes form an integral part of these interim condensed consolidated financial statements
F-1
WALL BOX CHARGERS, S.L.
Interim condensed consolidated statements of profit or loss and other comprehensive income for the six months ended 30 June2021 and 2020
(In Euros)
| Notes | 30 June 2021 (*) | 30 June 2020 (*) | ||||||
|---|---|---|---|---|---|---|---|---|
| Revenue | 18 | 27,317,916 | 5,959,315 | |||||
| Changes in inventories and raw materials and consumables used | 19 | (14,514,593 | ) | (2,432,409 | ) | |||
| Employee benefits | 20 | (11,836,642 | ) | (4,239,050 | ) | |||
| Other operating expenses | 19 | (11,677,408 | ) | (3,087,010 | ) | |||
| Amortization and depreciation | 8,9,10 | (3,282,059 | ) | (1,019,035 | ) | |||
| Other income | 680,489 | 29,498 | ||||||
| Operating Loss | **** | (13,312,297 | ) | **** | (4,788,691 | ) | ||
| Finance income | 21 | 2,674 | — | |||||
| Finance costs | 21 | (26,069,934 | ) | (296,422 | ) | |||
| Foreign exchange gains/(losses) | 21 | 258,109 | (6,913 | ) | ||||
| Net Finance Costs | **** | (25,809,151 | ) | **** | (303,335 | ) | ||
| Share of loss of equity-accounted investees | 12 | — | (197,807 | ) | ||||
| Loss before Tax | **** | (39,121,448 | ) | **** | (5,289,833 | ) | ||
| Income/(Expense) tax credit | 23 | 715,770 | (9,923 | ) | ||||
| Loss for the Period | **** | 22 | **** | (38,405,678 | ) | **** | (5,299,756 | ) |
| Earnings per share | ||||||||
| Basic and diluted losses per share (euros per share) | 22 | **** | (97.94 | ) | **** | (15.01 | ) | |
| Loss for the Period | **** | (38,405,678 | ) | **** | (5,299,756 | ) | ||
| Comprehensive income/(loss) | ||||||||
| Comprehensive income/(loss) that may be reclassified to profit or loss in subsequentperiods | ||||||||
| Foreign currency translation differences, net of tax | 137,652 | 229,671 | ||||||
| Changes in the fair value of debt instruments at fair value through other comprehensive income,<br>net of tax | (196 | ) | (17,301 | ) | ||||
| Net comprehensive income/(loss) that may be reclassified to profit or loss in subsequentperiods | **** | 137,456 | **** | **** | 212,370 | **** | ||
| Other comprehensive income/(loss) for the Period | **** | 137,456 | **** | **** | 212,370 | **** | ||
| Total comprehensive loss for the Period | **** | (38,268,222 | ) | **** | (5,087,386 | ) | ||
| (*) | Unaudited | |||||||
| --- | --- |
The notes form an integral part of these interim condensed consolidated financial statements
F-2
WALL BOX CHARGERS, S.L.
Interim condensed consolidated statements of changes in equity for the six months ended 30 June 2021 and 2020
(In Euros)
| Attributable to owners of the Company | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Notes | Share capital | Share premium | Accumulateddeficit | Otherequitycomponents | Foreigncurrencytranslationreserve | Total equity | ||||||||||
| Balance at 1 January 2021 | **** | 196,059 | **** | 28,725,511 | **** | (20,118,232 | ) | **** | 3,353,614 | **** | **** | 76,169 | **** | 12,233,121 | **** | |
| Total comprehensive income/(loss) for the Period | ||||||||||||||||
| Loss for the Period | — | — | (38,405,678 | ) | — | — | **** | (38,405,678 | ) | |||||||
| Comprehensive income/(loss) for the Period | — | — | — | (196 | ) | 137,652 | **** | 137,456 | **** | |||||||
| Total comprehensive income for the Period | **** | — | **** | — | **** | (38,405,678 | ) | **** | (196 | ) | **** | 137,652 | **** | (38,268,222 | ) | |
| Transactions with owners of the Company Share based payments | 20 | — | — | — | 723,709 | — | **** | 723,709 | **** | |||||||
| Total contributions and distributions | **** | — | **** | — | **** | — | **** | **** | 723,709 | **** | **** | — | **** | 723,709 | **** | |
| Total transactions with owners of the Company | **** | — | **** | — | **** | (38,405,678 | ) | **** | 723,513 | **** | **** | 137,652 | **** | (37,544,513 | ) | |
| Balance at 30 June 2021 (*) | **** | 196,059 | **** | 28,725,511 | **** | (58,523,910 | ) | **** | 4,077,127 | **** | **** | 213,821 | **** | (25,311,392 | ) | |
| (*) | Unaudited | |||||||||||||||
| --- | --- |
The notes form an integral part of these interim condensed consolidated financial statements
F-3
WALL BOX CHARGERS, S.L.
Interim condensed consolidated statements of changes in equity for the six months ended 30 June 2021 and 2020 (continued)
(In Euros)
| Attributable to owners of the Company | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Notes | Share capital | Share premium | Accumulateddeficit | Otherequitycomponents | Foreigncurrencytranslationreserve | Total equity | |||||||||||
| Balance at 1 January 2020 | **** | 168,650 | **** | 17,375,992 | **** | (8,716,248 | ) | **** | 571,973 | **** | **** | (16,525 | ) | **** | 9,383,842 | **** | |
| Total comprehensive income/(loss) for the Period | |||||||||||||||||
| Loss for the Period | — | — | (5,299,756 | ) | — | — | **** | (5,299,756 | ) | ||||||||
| Comprehensive income/(loss) for the Period | — | — | — | (17,301 | ) | 229,671 | **** | 212,370 | **** | ||||||||
| Total comprehensive income for the Period | **** | — | **** | — | **** | (5,299,756 | ) | **** | (17,301 | ) | **** | 229,671 | **** | **** | (5,087,386 | ) | |
| Transactions with owners of the Company | |||||||||||||||||
| Contributions of equity | 16 | 27,409 | 11,349,519 | — | — | — | **** | 11,376,928 | **** | ||||||||
| Share based payments | 20 | — | — | — | 928,389 | — | **** | 928,389 | **** | ||||||||
| Total contributions and distributions | **** | 27,409 | **** | 11,349,519 | **** | — | **** | **** | 928,389 | **** | **** | — | **** | **** | 12,305,317 | **** | |
| Total transactions with owners of the Company | **** | 27,409 | **** | 11,349,519 | **** | (5,299,756 | ) | **** | 911,088 | **** | **** | 229,671 | **** | **** | 7,217,931 | **** | |
| Balance at 30 June 2020 (*) | **** | 196,059 | **** | 28,725,511 | **** | (14,016,004 | ) | **** | 1,483,061 | **** | **** | 213,146 | **** | **** | 16,601,773 | **** | |
| (*) | Unaudited | ||||||||||||||||
| --- | --- |
The notes form an integral part of these interim condensed consolidated financial statements
F-4
WALL BOX CHARGERS, S.L.
Interim condensed consolidated statements of cash flows for the six months ended 30 June 2021 and 2020
(In Euros)
| Notes | 30 June 2021 (*) | 30 June 2020 (*) | ||||||
|---|---|---|---|---|---|---|---|---|
| Cash flows from Operating Activities | ||||||||
| Loss for the Period | **** | (38,405,678 | ) | **** | (5,299,756 | ) | ||
| Adjustments for: | ||||||||
| Income tax (income) / expense | 23 | (715,770 | ) | 9,923 | ||||
| Amortisation and depreciation | 8,9,10 | 3,282,059 | 1,019,035 | |||||
| Others impairments and losses | 13 and 19 | 324 | 40,723 | |||||
| Share of loss of equity accounted associates | 12 | — | 197,807 | |||||
| Finance income | 21 | (2,674 | ) | — | ||||
| Finance expense | 21 | 26,069,934 | 296,422 | |||||
| Change in provisions | 183,120 | — | ||||||
| Share based payments expense | 20 | 1,036,081 | 932,445 | |||||
| Income from Government grants | 17 | (325,372 | ) | — | ||||
| Result from disposals of property, plant and equipment | (10,716 | ) | — | |||||
| Exchange differences | 21 | (258,109 | ) | 6,913 | ||||
| Changes in | ||||||||
| - inventories | (6,259,941 | ) | (2,017,847 | ) | ||||
| - trade and other financial receivables | (10,585,159 | ) | (314,660 | ) | ||||
| - other assets | (2,811,006 | ) | (30,440 | ) | ||||
| - trade and other financial payables | 11,929,177 | (363,655 | ) | |||||
| - contract liabilities | 6,407 | 153,984 | ||||||
| Net cash used in operating activities | **** | (16,867,323 | ) | **** | (5,369,106 | ) | ||
| Cash flows from Investing Activities | ||||||||
| Acquisition of property, plant and equipment | 8 | (3,197,616 | ) | (1,668,165 | ) | |||
| Acquisition of intangible assets | 10 | (8,168,360 | ) | (4,310,204 | ) | |||
| Proceeds from disposal of PPE and intangible assets | 8 and 10 | 144,019 | — | |||||
| Acquisition of financial assets | 13 | (4,007,461 | ) | — | ||||
| Loans granted to Joint Venture | 13 | (503,127 | ) | (198,536 | ) | |||
| Other non-current financial assets | 13 | (360,838 | ) | (6,007 | ) | |||
| Other current financial assets | 13 | (325,809 | ) | (186,034 | ) | |||
| Interest received | 21 | 2,674 | — | |||||
| Acquisition of subsidiaries, net of cash acquired | — | (37,565 | ) | |||||
| Net cash used in investing activities | **** | (16,416,518 | ) | **** | (6,406,511 | ) | ||
| Cash flows from Financing Activities | ||||||||
| Proceeds from issuing equity instruments | 16 | — | 11,012,695 | |||||
| Gross proceeds from loans and borrowings | 13 | 23,965,099 | 15,082,801 | |||||
| Proceeds from convertible bonds | 13 | 34,550,000 | — | |||||
| Proceeds from government loans | 124,470 | — | ||||||
| Principal paid on lease liabilities | 9 | (376,273 | ) | (161,380 | ) | |||
| Interest paid on lease liabilities | 9 | (155,979 | ) | (51,420 | ) | |||
| Settlement of share-based payment plan | 20 | (312,372 | ) | — | ||||
| Gross repayments of loans and borrowings | 13 | (20,071,843 | ) | (11,260,596 | ) | |||
| Interest paid | 21 | (295,379 | ) | (232,293 | ) | |||
| Net cash from financing activities | **** | 37,427,723 | **** | **** | 14,389,807 | **** | ||
| Net increase in cash and cash equivalents | **** | 4,143,882 | **** | **** | 2,614,190 | **** | ||
| Cash and cash equivalents at beginning of period | 22,338,021 | 6,447,332 | ||||||
| Exchange gains | 76,177 | 9,479 | ||||||
| Cash and cash equivalents at 30 June | **** | 26,558,080 | **** | **** | 9,071,001 | **** | ||
| (*) | Unaudited | |||||||
| --- | --- |
The notes form an integral part of these interim condensed consolidated financial statements
F-5
WALL BOX CHARGERS, S.L.
Notes to the interim condensed consolidated financial statements
| 1. | Reporting Entity |
|---|
Wall Box Chargers, S.L (the Company or Wallbox) is domiciled at Paseo de la Castellana, 95, Planta 28, 28046, Madrid, Spain. These interim condensed consolidated financial statements comprise the Company and its subsidiaries (together referred to as the “Group”). The Group is primarily involved in development, manufacture and retail innovative solutions for charging electric vehicles.
Wall Box Chargers, S.L. is the Parent of the Group. The Group also has investments in a joint venture (see Note 27).
| 2. | Basis of Preparation |
|---|
These interim condensed consolidated financial statements of Wall Box Chargers, S.L. and Subsidiaries for the period ended 30 June 2021 which have been based on the accounting records kept by the Parent Company and by the other companies that make up the Group, were prepared by the Finance Department of the Company.
These interim condensed consolidated financial statements were prepared by the Directors of Wallbox in accordance with IAS 34 “Interim financial reporting”, 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 at 30 June 2021, 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 “Interim financial reporting”, 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, and must be read together with the consolidated financial statements from the financial year ended on 31 December 2020, drawn up in accordance with the existing International Financial Reporting Standards as issued by the International Accounting Standards Board (IFRS), which were published on 14 July 2021.
Basis ofpreparation: 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 that it 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.
The Group has 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 the Electrical Vehicle charging products. During the first six months of the year, the Group incurred a consolidated net loss of Euros 38.4 million and negative cash flows from operations of Euros 16.9 million. As of 30 June 2021, the Group had an accumulated deficit of Euros 58.5 million, and cash and cash equivalents of Euros 26.6 million.
In addition, since March 2020, the COVID-19 pandemic has significantly impacted our business and we have had to temporarily close some manufacturing facilities and premises, at different times due to the ongoing effects of the pandemic, which has and will continue to have an impact on our business. At the date of issuance of these interim condensed consolidated financial statements, our manufacturing facilities and premises are open, but working with some restrictions on operating capacity.
In assessing the going concern basis of preparation of these interim condensed consolidated financial statements, we have taken into consideration the detailed cash flow forecasts for the Company after 30 June
F-6
WALL BOX CHARGES, S.L.
Notes to the interim condensed consolidated financial statements
2021, the Company’s forecast compliance with bank covenants, and the funding to the Company as a result of the closing of the transaction with the SPAC and the PIPE investment and related listing.
Based on the above, these interim condensed consolidated financial statements 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 these consolidated financial statements.
Basis of measurement
These interim condensed consolidated financial statements have been prepared on a historical cost basis, except for the financial assets relating to hedge funds (FVOCI), the financial assets hold to collect (FVPL) and the put option liabilities associated to the business acquisitions.
Basis of consolidation
The consolidation basis applied in the interim condensed consolidated financial statements is consistent with the consolidated financial statements for the two years ended on 31 December 2020, which are detailed in Note 2 “Basis of consolidation” thereto.
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 Euros, unless otherwise indicated.
Changes in the scope of consolidation
In June 2021, Wallbox Italy S.r.l. has been incorporated in order to continue expanding the business in new countries with significant government incentives. Previously, Wallbox Finland (Wallbox Oy) had been incorporated in March 2021, in order to continue the expansion in the Scandinavian business.
These changes in the scope of consolidation are registered in Note 27.
| 3. | Use of Judgements and Estimates |
|---|
The preparation of these interim condensed consolidated financial statements requires, as established by IAS 34, the Directors of the Group to make certain estimates and judgements that do not differ significantly from those taken into account in the preparation of the consolidated financial statements as at end for the financial year ended on 31 December 2020 set out in Note 3.
During the six-month period ended on 30 June 2021, no significant changes have occurred in the assumptions linked to the judgements and estimates disclosed in the 2020 consolidated financial statements.
During the first six months of the year no impairment indicators were identified that would lead to a decrease in value of non-current assets (including goodwill) as compared to what was reported in the 2020 consolidated financial statements.
Critical judgment 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.
F-7
WALL BOX CHARGES, S.L.
Notes to the interim condensed consolidated financial statements
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:
| • | Measurement of the convertible bonds |
|---|
At 31 December 2020, compound financial instruments issued by Wallbox comprise the convertible bonds issued during 2020 for an amount of Euros 25,880,000 with a nominal interest rate of 8%. In addition, on 27 January 2021, convertible bonds have been issued for an amount of Euros 7,000,000 with the same conditions of the loan issued in 2020. Also on 12 April 2021 Wallbox has issued a new compound financial instrument which comprise the convertible bonds issued during 2021 for an amount of Euros 27,550,000 with a nominal interest rate of 5%.
These convertible bonds are denominated in euro and can be converted to ordinary shares at the option of the holder.
Regarding the two first convertible loans, their liability component are initially recognized at the fair value of a similar liability that does not have an equity conversion option. The determination of this fair value is based on an estimated incremental rate which reflects the risk of the country where the company is located, the currency of payments, the specific risk of the sector and the company’s particular situation. In order to determine the discount factor estimates need to be made in respect of the risk-free rate, the country risk premium and the credit spread.
The equity component is initially recognized as the difference between the fair value of the compound financial instrument as a whole and the fair value of the liability component. The equity component at issue date was estimated to be nil as the fair value of the liability component was calculated to be close to the fair value of the compound financial instrument as a whole.
Subsequent to initial recognition, the liability component of a compound financial instrument is measured at amortized cost using the effective interest method. The equity component is not remeasured in the following periods. (See Note 13).
Regarding the third convertible loan, based on the analysis performed, Wallbox has concluded that it’s a hybrid instrument that contains a non-derivative financial instrument which comprises an obligation for the issuer to settle in cash or by a way of delivering a variable amount of its own equity instruments and embedded derivatives with different probabilities of contingent events occurring. So, Wallbox has elected to measure the hybrid contract at fair value through profit or lose since its inception. The fair value at issue date equals the nominal value. Afterwards the convertible bond is valued at fair value through profit or loss. The fair value implies judgement in relation to the whether the bond will convert or be paid in cash, the conversion price and the number of shares to be issued in exchange for the bonds. As at 30 June 2021 the estimation was made that a conversion would take place. The share price was estimated based on the company value included in the Business Combination Agreement with Kensington Capital Acquisition II which was signed on 6 June 2021.
Additionally, there have been no changes in the judgement and estimates related to business combinations, the capitalization of development cost, the measurement of share-based payment or the recognition of the income tax.
| 4. | New IFRS and IFRIC not yet effective |
|---|
The accounting policies adopted when preparing these interim condensed consolidated financial statements are consistent with those applied when preparing the Group’s consolidated annual financial statements as at and for the financial year ended on 31 December 2020, with the exception of the adoption of any new
F-8
WALL BOX CHARGES, S.L.
Notes to the interim condensed consolidated financial statements
standards and interpretations effective from 1 January 2021 and which, have been considered by the Group when preparing these interim condensed consolidated financial statements.
There are a number of standards and interpretations which have been issued by the International Accounting Standards Board that are effective for periods beginning subsequent to 31 December 2021 that the Group has decided not to adopt early. The Group does not believe these standards and interpretations will have a material impact on the financial statements once adopted.
The standards and interpretations effective during this period and those issued but not yet in force are detailed below:
| a) | Standards and interpretations effective during the present period |
|---|---|
| Interest Rate Benchmark Reform—Phase 2 (Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16 | 1 Jan 2021 |
| --- | --- |
| b) | Standards and interpretations effective as of 1 January 2022 |
| --- | --- |
| Onerous Contracts—Cost of Fulfilling a Contract (Amendments to IAS 37) | 1 Jan 2022 |
| --- | --- |
| Annual Improvements to IFRS Standards 2018-2020 | 1 Jan 2022 |
| Property, Plant and Equipment: Proceeds before Intended Use (Amendments to IAS 16) | 1 Jan 2022 |
| Reference to the Conceptual Framework (Amendments to IFRS 3) | 1 Jan 2022 |
| c) | Standards and interpretations effective as of 1 January 2023 |
| --- | --- |
| IFRS 17 Insurance Contracts | 1 Jan 2023 |
| --- | --- |
| Definition of Accounting Estimates (Amendments to IAS 8) | 1 Jan 2023 |
| Deferred Tax related to Assets and Liabilities arising from a Single Transaction (Amendments to IAS 12) | 1 Jan 2023 |
| d) | Standards and interpretations effective as of 1 January 2024 |
| --- | --- |
| Classification of liabilities as current or non-current (Amendments to IAS 1) | 1 Jan 2024 |
| --- | --- |
| Disclosure of Accounting Policies (Amendments to IAS 1) | 1 Jan 2024 |
| 5. | Significant Accounting Policies |
| --- | --- |
The accounting policies and valuation standards used when preparing these interim condensed consolidated financial statements are consistent with those used when preparing the consolidated financial statements as at and for the financial year ended on 31 December 2020, and which are detailed therein, except for the new standards applied from 1 January 2021 which are set out in Note 4 and the grant received by the Company during the first six months of 2021.
Moreover, during the six-month period ended on 30 June 2021, the Group has continued managing its activities by taking into account the financial risk and capital management policy set out in Note 25 of the consolidated financial statements for the 2020 financial year.
F-9
WALL BOX CHARGES, S.L.
Notes to the interim condensed consolidated financial statements
In accordance with the beforementioned, the Group has decided to apply the following policy for the grants received:
| A. | Grants |
|---|
Government grants are recognised where there is reasonable assurance that the grant will be received, and all attached conditions will be complied with. When the grant relates to an expense item, it is recognised as income on a systematic basis over the periods that the related costs, it is intended to compensate, are expensed. When the grant relates to an asset, it is recognised as income in equal amounts over the expected useful life of the related asset.
When the Group receives grants of non-monetary assets, the asset and the grant are recorded at nominal amounts and released to profit or loss over the expected useful life of the asset, based on the pattern of consumption of the benefits of the underlying asset by equal annual instalments.
| B. | Convertible bonds |
|---|
For the convertible loans issued in March 2020 and January 2021 their liability component are initially recognized at the fair value of a similar liability that does not have an equity conversion option. The determination of this fair value is based on an estimated incremental rate which reflects the risk of the country where the company is located, the currency of payments, the specific risk of the sector and the company’s particular situation. In order to determine the discount factor estimates need to be made in respect of the risk-free rate, the country risk premium and the credit spread.
The equity component is initially recognized as the difference between the fair value of the compound financial instrument as a whole and the fair value of the liability component. The equity component at issue date was estimated to be nil as the fair value of the liability component was calculated to be close to the fair value of the compound financial instrument as a whole.
Subsequent to initial recognition, the liability component of a compound financial instrument is measured at amortized cost using the effective interest method. The equity component is not remeasured in the following periods. (See Note 13).
Regarding the convertible loan issued in April 2021, based on the analysis performed, Wallbox has concluded that it’s a hybrid instrument that contains a non-derivative financial instrument which comprises an obligation for the issuer to settle in cash or by a way of delivering a variable amount of its own equity instruments and embedded derivatives with different probabilities of contingent events occurring. Wallbox has elected to measure the hybrid contract at fair value through profit or loss.
| 6. | Business Combinations |
|---|
On 3 September 2020 the Group assumed control of Electromaps, S.L., incorporated in Spain, a software company that develops a leading platform for the management of public infrastructure for electric vehicles, through a capital increase of Euros 500,000, representing 51% of share-capital and granted call and put options for 49% of share -capital held by the non-controlling interests. As per the policy choice referred to in the Significant Accounting Policies (refer to accounting policies included in the consolidated Financial Statements as at end for the year ended on 31 December 2020), the Group recognized the acquisition of 100% of the interests in the subsidiary and did not recognize non-controlling interests. Fair value of the put option granted to sellers amounted to Euros 3,645,117 at the acquisition date. The value of the call was nil at acquisition date and has remained nil subsequently.
F-10
WALL BOX CHARGES, S.L.
Notes to the interim condensed consolidated financial statements
Wallbox decided to acquire Electromaps as it provides the Group with a leading platform complementary to its business and with significant synergies for revenue and costs.
In regard to the business combination beforementioned, as at the date of these interim condensed consolidated financial statements, Purchase Price Allocation assessment is still provisional and no adjustment has been made during the first six months of 2021.
The purchase price allocation related to the business combination of Intelligent Solutions in February 2020 has been finalized with no changes compared to the amount shown in the consolidated financial statements as at 31 December 2020 and for the year then ended.
| 7. | Operating Segments |
|---|
Basis for segmentation
The Group’s business segment information included in this note is presented in accordance with the disclosure requirements set forth in IFRS 8, Operating Segments. Segment reporting is a basic tool used for monitoring and managing the Group’s different activities. Segment reporting is prepared based on the lowest level units, that are aggregated in line with the structure established by Group management to set up higher level units and, finally, the actual business segments.
The Group has consistently aligned the information from this item with the information used internally for the Top Management reports (Group Top Management consists of all Chief Officers acting as decision makers). The Group’s operating segments reflect its organizational and management structures. Group management reviews the Group’s internal reports, using these segments to assess its performance and allocate resources.
The segments are differentiated by geographical areas from which revenue is or will be generated. The financial information for each segment is prepared by aggregating figures from the different geographical areas and business units existing in the Group. This information links both the accounting data from the units included in each segment and that provided by the management reporting systems. In all these cases, the same general principles are applied as those used in the Group.
For management purposes, the Group is organized into business units based on geographical areas and therefore has four reportable business segments. During the first six months of 2021 there have been no changes in the operating segments with regard to the information showed in the 2020 consolidated financial statements. The operating business segments as of 30 June 2021 are as follows:
| • | EMEA: Europe-Middle East Asia |
|---|---|
| • | NORAM: North America |
| --- | --- |
| • | APAC: Asia-Pacific |
| --- | --- |
| • | LATAM (currently under development) |
| --- | --- |
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.
F-11
WALL BOX CHARGES, S.L.
Notes to the interim condensed consolidated financial statements
Reconciliations of information on reportable segments with the amounts reported in thefinancial statements for the first six months ended 30 June 2021
| 30 June 2021 | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (In Euros) | EMEA | NORAM | APAC | Totalsegments | Consolidatedadjustmentsandeliminations | Consolidated | ||||||||||||
| Revenue | 27,719,109 | 1,505,897 | 88,900 | 29,313,906 | (1,995,990 | ) | **** | 27,317,916 | **** | |||||||||
| Changes in inventories and raw materials and consumables used | (15,243,818 | ) | (1,257,984 | ) | (8,781 | ) | (16,510,583 | ) | 1,995,990 | **** | (14,514,593 | ) | ||||||
| Employee benefits | (10,863,697 | ) | (881,263 | ) | (91,682 | ) | (11,836,642 | ) | — | **** | (11,836,642 | ) | ||||||
| Other operating expenses | (11,113,882 | ) | (535,819 | ) | (27,707 | ) | (11,677,408 | ) | — | **** | (11,677,408 | ) | ||||||
| Amortization and depreciation | (3,200,819 | ) | (80,796 | ) | (444 | ) | (3,282,059 | ) | — | **** | (3,282,059 | ) | ||||||
| Other income | 444,201 | 236,026 | 262 | 680,489 | — | **** | 680,489 | **** | ||||||||||
| Operating Loss | **** | (12,258,906 | ) | **** | (1,013,939 | ) | **** | (39,452 | ) | **** | (13,312,297 | ) | **** | — | **** | **** | (13,312,297 | ) |
| Total Assets | **** | 132,787,102 | **** | **** | 2,780,415 | **** | **** | 51,524 | **** | **** | 135,619,041 | **** | **** | (80,540 | ) | **** | 135,538,501 | **** |
| Total Liabilities | **** | 159,812,130 | **** | **** | 4,215,461 | **** | **** | 15,537 | **** | **** | 164,043,128 | **** | **** | (3,193,235 | ) | **** | 160,849,893 | **** |
Reconciliations of information on reportable segments with the amounts reported in the financial statementsfor the first six months ended 30 June 2020
| 30 June 2020 | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (In Euros) | EMEA | NORAM | APAC | Totalsegments | Consolidatedadjustmentsandeliminations | Consolidated | |||||||||||
| Revenue | 5,950,122 | — | 9,193 | 5,959,315 | — | **** | 5,959,315 | **** | |||||||||
| Changes in inventories and raw materials and consumables used | (2,432,409 | ) | — | — | (2,432,409 | ) | — | **** | (2,432,409 | ) | |||||||
| Employee benefits | (3,987,040 | ) | (244,769 | ) | (7,241 | ) | (4,239,050 | ) | — | **** | (4,239,050 | ) | |||||
| Other operating expenses | (2,847,478 | ) | (222,622 | ) | (16,910 | ) | (3,087,010 | ) | — | **** | (3,087,010 | ) | |||||
| Amortization and depreciation | (959,843 | ) | (59,135 | ) | (57 | ) | (1,019,035 | ) | — | **** | (1,019,035 | ) | |||||
| Other income | 29,316 | — | 182 | 29,498 | — | **** | 29,498 | **** | |||||||||
| Operating Loss | **** | (4,247,332 | ) | **** | (526,526 | ) | **** | (14,833 | ) | **** | (4,788,691 | ) | **** | — | **** | (4,788,691 | ) |
There have been no significant transactions between segments during the periods ended 30 June 2021 and 2020 except for Inter-segment revenues which are eliminated in the column ‘Consolidated adjustments and eliminations’.
F-12
WALL BOX CHARGES, S.L.
Notes to the interim condensed consolidated financial statements
Certain financial assets and liabilities are not allocated to those segments as they are also managed on a Group basis. These are mentioned in the adjustments and eliminations column.
External revenue by location of customers
| (In Euros) | 30 June 2021 | |
|---|---|---|
| Country | Revenue | |
| Germany | 4,328,571 | |
| Italy | 3,101,828 | |
| United Kingdom | 2,794,942 | |
| Norway | 2,547,880 | |
| Spain | 2,370,535 | |
| France | 2,018,922 | |
| Netherlands | 1,627,869 | |
| Sweden | 1,598,307 | |
| USA | 1,509,341 | |
| Belgium | 940,619 | |
| Ireland | 746,809 | |
| Israel | 388,388 | |
| Portugal | 375,240 | |
| Switzerland | 365,635 | |
| Denmark | 292,238 | |
| Australia | 276,495 | |
| Poland | 220,195 | |
| Other countries | 1,814,102 | |
| Total | **** | 27,317,916 |
| (In Euros) | 30 June 2020 | |
| Country | Revenue | |
| Spain | 2,870,709 | |
| Norway | 1,074,504 | |
| United Kingdom | 1,028,035 | |
| Netherlands | 199,148 | |
| Portugal | 141,401 | |
| Ireland | 122,506 | |
| Germany | 119,886 | |
| France | 97,812 | |
| Other Countries | 305,314 | |
| Total | **** | 5,959,315 |
F-13
WALL BOX CHARGES, S.L.
Notes to the interim condensed consolidated financial statements
| 8. | Property, Plant and Equipment | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| A. | Reconciliation of carrying amount | ||||||||||||||
| --- | --- | ||||||||||||||
| (In Euros) | Buildings | Fixturesand fittings | Plant andequipment | Assetsunderconstruction | Total | ||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Balance at 1 January 2021 | **** | 2,036,444 | **** | **** | 1,111,135 | **** | **** | 1,288,486 | **** | **** | 986,254 | **** | **** | 5,422,319 | **** |
| Additions | 1,021,183 | 933,437 | 1,428,046 | 2,874,622 | **** | 6,257,288 | **** | ||||||||
| Disposal | (74,831 | ) | — | — | — | **** | (74,831 | ) | |||||||
| Transfers | 803,713 | (213,278 | ) | 426,553 | (1,016,988 | ) | **** | — | **** | ||||||
| Depreciation for the period | (123,488 | ) | (106,631 | ) | (124,130 | ) | — | **** | (354,249 | ) | |||||
| Translation differences | — | 8,766 | 10,954 | — | **** | 19,720 | **** | ||||||||
| Balance at 30 June 2021 | **** | 3,663,021 | **** | **** | 1,606,895 | **** | **** | 3,156,443 | **** | **** | 2,843,888 | **** | **** | 11,270,247 | **** |
| Cost | |||||||||||||||
| At 1 January 2021 | 2,177,673 | 1,241,437 | 1,551,289 | 986,254 | **** | 5,956,653 | **** | ||||||||
| At 30 June 2021 | 3,927,738 | 1,843,828 | 3,543,376 | 2,843,888 | **** | 12,158,830 | **** | ||||||||
| Accumulated amortization | |||||||||||||||
| At 1 January 2021 | (141,229 | ) | (130,302 | ) | (262,803 | ) | — | **** | (534,334 | ) | |||||
| At 30 June 2021 | (264,717 | ) | (236,933 | ) | (386,933 | ) | — | **** | (888,583 | ) |
Additions of property, plant and equipment for the first six months of 2021 in the amount of Euros 6,257,288 mainly relates to the purchase of machinery for the new plant in Zona Franca (Euros 1,845,007 corresponding to improvements at the headquarters located in Barcelona for the first six months of 2020).
There are no items in use that are fully depreciated for the first six months ended at 30 June 2021 and 2020.
Other information
There are no tangible assets pledged or used as guarantee for loans and borrowings.
As of 30 June 2021, there were no interest costs capitalized (as of 31 December 2020 Euros 71,834 of interest costs were capitalized with assets under construction).
As of 30 June 2021, there are contractual obligations to purchase, construct or develop Property, plant and equipment Assets, for amount of Euros 4,288,651. (Euros 66,722 as of 31 December 2020).
The Group has no restrictions on the realizability of its Property, plant and equipment and no pledge exists on it, at 30 June 2021 and 31 December 2020.
| 9. | Rights of Use Assets and Lease Liabilities |
|---|
The considerations regarding the lease terms and the recognition exception are consistent with those disclosed in the consolidated financial statements as at and for the year ended 2020.
F-14
WALL BOX CHARGES, S.L.
Notes to the interim condensed consolidated financial statements
a) Set out below are the carrying amounts of right-of-use assets recognized and the movements during the periods:
| (In Euros) | Buildings | Vehicles | Other assets | Total | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Balance at 1 January 2021 | **** | 2,977,139 | **** | **** | 429,102 | **** | **** | 438,520 | **** | **** | 3,844,761 | **** |
| Additions | 9,570,735 | 849,158 | 201,063 | **** | 10,620,956 | **** | ||||||
| Depreciation for the period | (432,548 | ) | (142,477 | ) | (99,945 | ) | **** | (674,970 | ) | |||
| Translation differences | 4,550 | — | — | **** | 4,550 | **** | ||||||
| Balance at 30 June 2021 | **** | 12,119,876 | **** | **** | 1,135,783 | **** | **** | 539,638 | **** | **** | 13,795,297 | **** |
Main additions in the first six months of 2021 corresponds to the agreement with “Consorcio dela Zona Franca de Barcelona”, with a lease term of 20 years and the leased offices in France and the United States.
b) Set out below are the carrying amounts of lease liabilities and the movements during the periods:
| (In Euros) | Buildings | Vehicles | Other assets | Total | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Balance at 1 January 2021 | **** | 3,278,793 | **** | **** | 432,662 | **** | **** | 405,886 | **** | **** | 4,117,341 | **** |
| Additions to liabilities | 9,570,735 | 849,158 | 201,063 | **** | 10,620,956 | **** | ||||||
| Interest on lease liabilities | 138,034 | 11,098 | 6,847 | **** | 155,979 | **** | ||||||
| Lease payments | (223,661 | ) | (161,898 | ) | (146,693 | ) | **** | (532,252 | ) | |||
| Translation differences | 4,334 | — | — | **** | 4,334 | **** | ||||||
| Balance at 30 June 2021 | **** | 12,768,235 | **** | **** | 1,131,020 | **** | **** | 467,103 | **** | **** | 14,366,358 | **** |
The analysis of the contractual maturity of lease liabilities, including future interest payable, is as follows:
| (In Euros) | 30 June 2021 | 31 December 2020 | ||
|---|---|---|---|---|
| 6 months or less | 820,817 | 410,267 | ||
| 6 months to 1 year | 1,014,099 | 420,355 | ||
| From 1 to 2 years | 1,477,363 | 710,533 | ||
| From 2 to 5 years | 3,176,819 | 1,803,965 | ||
| More than 5 years | 12,023,380 | 1,312,500 | ||
| 18,512,478 | 4,657,620 |
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 Euros) | 30 June 2021 | 30 June 2020 | ||
|---|---|---|---|---|
| Interest on lease liabilities (see note 21) | 155,979 | 51,420 | ||
| Expenses relating to short-term and low value leases (see note 19) | 263,967 | 88,156 | ||
| 10. | Intangible Assets and Goodwill | |||
| --- | --- |
a) Intangible assets
F-15
WALL BOX CHARGES, S.L.
Notes to the interim condensed consolidated financial statements
Details and movement of items composing intangible assets are as follows:
| (In Euros) | Software | Patents | Internallydevelopedintangibles | Total | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Balance at 1 January 2021 | **** | 3,403,578 | **** | **** | 519,349 | **** | **** | 19,035,459 | **** | **** | 22,958,386 | **** |
| Additions | 652,316 | 181,737 | 7,535,587 | **** | 8,369,640 | **** | ||||||
| Disposal | (5,463 | ) | — | (53,009 | ) | **** | (58,472 | ) | ||||
| Amortization for the period | (340,388 | ) | (31,523 | ) | (1,880,929 | ) | **** | (2,252,840 | ) | |||
| Translation differences | 533 | — | — | **** | 533 | **** | ||||||
| Balance at 30 June 2021 | **** | 3,710,576 | **** | **** | 669,563 | **** | **** | 24,637,108 | **** | **** | 29,017,247 | **** |
| Cost | ||||||||||||
| At 1 January 2021 | 3,770,452 | 580,286 | 20,414,702 | 24,765,440 | ||||||||
| At 30 June 2021 | 4,417,838 | 762,023 | 27,897,280 | 33,077,141 | ||||||||
| Accumulated amortization | ||||||||||||
| At 1 January 2021 | (366,874 | ) | (60,937 | ) | (1,379,243 | ) | (1,807,054 | ) | ||||
| At 30 June 2021 | (707,262 | ) | (92,460 | ) | (3,260,172 | ) | (4,059,894 | ) |
During the first six months of 2021, the Group made investments in several development projects, including both capitalized payroll expenses and acquired development amounting to Euros 7,535,587 (Euros 11,335,080 at 31 December 2020).
From the total additions of Internally developed intangibles, Euros 5,841,965 (Euros 10,670,450 at December 2020) corresponds to the capitalization carried out by the Group in relation to the product development process, especially in the DC product under the names of Quasar and Supernova, AC product under the names of Pulsar, Cooper and Commander and MyWallbox software.
On the other hand, additions of patents, licenses and similar, and computer software have totaled Euros 834,053 (Euros 2,926,066 at 31 December 2020) mainly due to the implementation of new applications of software. This item also includes the registration of brands, logos, and design patents for different chargers.
The Group has no fully amortized intangible assets in use at 30 June 2021 and 31 December 2020.
No commitments for the acquisition of intangible assets existed at 30 June 2021 and 31 December 2020.
b) Goodwill
In 2021, the change in the Goodwill carrying amount corresponds to exchange difference from Nordics business combination.
| 11. | Impairment testing of goodwill |
|---|
The Group evaluates at the end of every financial year if there is any indication of impairment in value of any asset. If any indications were to exist, the Group will estimate the recoverable amount of the asset, which is taken to be the greater of the fair value of the asset less costs to sell and its value in use.
During the six month period ended 30 June 2021 the business is evolving as expected and no impairment indicators exist that could lead to the existence of impairment in relation to the goodwill or intangible assets of the Group.
F-16
WALL BOX CHARGES, S.L.
Notes to the interim condensed consolidated financial statements
| 12. | Equity-Accounted Investees |
|---|
Joint venture
Wallbox-Fawsn New Energy Vehicle Charging Technology (Suzhou) Co., Ltd. (hereinafter “Wallbox Fawsn”) is a joint venture incorporated on 15 June 2019 over which the Group has joint control and a 50% interest.
Wallbox Fawsn is structured as a separate vehicle and the Group has a residual interest in its net assets. Consequently, the Group has classified its investment in Wallbox Fawsn as a joint venture, pursuant to the agreement for the incorporation of Wallbox Fawsn.
The Group’s share of the joint venture loss for the first six months of 2021 was 346,804 Euros. As the investment in the Joint Venture is fully depreciated since 2020, the Group stopped recognizing its share of losses. Unrecognized share of losses of the joint venture, is Euros 515,534 (Euros 168,730 as of 31 December 2020).
In addition, during the first six months of 2021, Group has signed a new loan with Wallbox-Fawsn which amount to be received from the joint venture is 503,127 euros (note 13).
| 13. | Financial Assets and Financial Liabilities |
|---|
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
A breakdown of financial assets at 30 June 2021 and 31 December 2020 is as follows:
| A. | Current and non-current financial assets | |||||||
|---|---|---|---|---|---|---|---|---|
| 30 June 2021 | 31 December 2020 | |||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| (In Euros) | Non-current | Current | Non-current | Current | ||||
| Customer sales and services | — | 10,825,999 | — | 7,872,189 | ||||
| Other receivables | — | 1,720,855 | — | 516,834 | ||||
| Loans to employees | — | 57,803 | — | 119,538 | ||||
| Receivables from Joint Venture | — | 475,565 | — | 475,565 | ||||
| Trade and other financial receivables | **** | — | **** | 13,080,222 | **** | — | **** | 8,984,126 |
| Loans granted to Joint Venture | 977,301 | — | 474,174 | — | ||||
| Guarantee deposit | 751,436 | — | 390,598 | — | ||||
| Non-current financial assets | **** | 1,728,737 | **** | — | **** | 864,772 | **** | — |
| Guarantee deposit | — | 234,803 | — | 118,945 | ||||
| Financial investments | — | 4,456,791 | — | 239,379 | ||||
| Other current financial assets | **** | — | **** | 4,691,594 | **** | — | **** | 358,324 |
| Cash and cash equivalents | **** | — | **** | 26,558,080 | **** | — | **** | 22,338,021 |
| Total | **** | 1,728,737 | **** | 44,329,896 | **** | 864,772 | **** | 31,680,471 |
At 30 June 2021, the Group has financial investments regarding investment funds in banks. The Group has considered their classification as current assets because expects to collect this amount in the following 12 months.
F-17
WALL BOX CHARGES, S.L.
Notes to the interim condensed consolidated financial statements
| B. | Expected credit loss assessment for corporate customers at 30 June 2021 and 31 December 2020. | ||||||
|---|---|---|---|---|---|---|---|
| 30 June 2021 | |||||||
| --- | --- | --- | --- | --- | --- | --- | --- |
| (In Euros) | Weighted-averageloss rate | Gross carryingamount | Loss allowance | ||||
| Key account | 0.25 | % | 8,334,680 | 22,756 | |||
| Mid Market | 1.75 | % | 763,872 | 18,671 | |||
| Other | 4.14 | % | 1,727,447 | 64,261 | |||
| **** | 10,825,999 | **** | 105,688 | ||||
| 31 December 2020 | |||||||
| --- | --- | --- | --- | --- | --- | --- | --- |
| (In Euros) | Weighted-averageloss rate | Grosscarryingamount | Loss allowance | ||||
| Key account | 0.25 | % | 1,772,617 | 4,371 | |||
| Mid Market | 1.75 | % | 3,201,190 | 56,133 | |||
| Other | 3.95 | % | 2,898,382 | 114,087 | |||
| **** | 7,872,189 | **** | 174,591 |
The Group has also contracted credit insurance policies to cover this risk for certain customers. Operating expenses accrued for the use of these policies amounted to Euros 90,642 in June 2021 and Euros 0 at 31 June 2020 (see Note 19 in line “Insurance premium”).
F-18
WALL BOX CHARGES, S.L.
Notes to the interim condensed consolidated financial statements
| C. | Financial assets by class and category | |||||||
|---|---|---|---|---|---|---|---|---|
| 30 June 2021 | ||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| (In Euros) | Financial assetsmeasured atamortized cost | Financial assetsmeasured at fairvalue with changes inPL | Financial assetsmeasured at fairvalue with changes inOCI | Total | ||||
| Customer sales and services | 10,825,999 | — | — | **** | 10,825,999 | |||
| Other receivables | 1,720,855 | — | — | **** | 1,720,855 | |||
| Loans to employees | 57,803 | — | — | **** | 57,803 | |||
| Receivables from Joint Venture | 475,565 | — | — | **** | 475,565 | |||
| Trade and other financial receivables | **** | 13,080,222 | **** | — | **** | — | **** | 13,080,222 |
| Loans granted to Joint Venture | 977,301 | — | — | **** | 977,301 | |||
| Guarantee deposit | 751,436 | — | — | **** | 751,436 | |||
| Non-current financial assets | **** | 1,728,737 | **** | — | **** | — | **** | 1,728,737 |
| Guarantee deposit | 234,803 | — | — | **** | 234,803 | |||
| Financial investments | 246,840 | 4,000,000 | 209,951 | **** | 4,456,791 | |||
| Other current financial assets | **** | 481,643 | **** | 4,000,000 | **** | 209,951 | **** | 4,691,594 |
| Cash and cash equivalents | **** | 26,558,080 | **** | — | **** | 26,558,080 | ||
| **** | 41,848,682 | **** | 4,000,000 | **** | 209,951 | **** | 46,058,633 | |
| 31 December 2020 | ||||||||
| --- | --- | --- | --- | --- | --- | --- | ||
| (In Euros) | Financial assetsmeasured atamortized cost | Financial assetsmeasured at fair valuewith changes in OCI | Total | |||||
| Customer sales and services | 7,872,189 | — | **** | 7,872,189 | ||||
| Other receivables | 516,834 | — | **** | 516,834 | ||||
| Loans to employees | 119,538 | — | **** | 119,538 | ||||
| Receivables from Joint Venture | 475,565 | — | **** | 475,565 | ||||
| Trade and other financial receivables | **** | 8,984,126 | **** | — | **** | 8,984,126 | ||
| Loans granted to Joint Venture | 474,174 | — | **** | 474,174 | ||||
| Guarantee deposit | 390,598 | — | **** | 390,598 | ||||
| Non-current financial assets | **** | 864,772 | **** | — | **** | 864,772 | ||
| Guarantee deposit | 118,945 | — | **** | 118,945 | ||||
| Financial investments | — | 239,379 | **** | 239,379 | ||||
| Other current financial assets | **** | 118,945 | **** | 239,379 | **** | 358,324 | ||
| Cash and cash equivalents | **** | 22,338,021 | **** | — | **** | 22,338,021 | ||
| **** | 32,305,864 | **** | 239,379 | **** | 32,545,243 |
During the year 2020, sales were made to the joint venture for an amount of Euros 475,565, which was outstanding at 31 December 2020 and 30 June 2021 and being reported as Trade and other financial receivables. Likewise, as of 30 June 2021, the joint venture was given loans of Euros 977,301 that have been recognized as Non-current financial assets (Euros 474,174 for the year 2020).
F-19
WALL BOX CHARGES, S.L.
Notes to the interim condensed consolidated financial statements
Financial assets measured at fair value with changes through OCI correspond to investments in hedge funds whose quotation is considered level 1 for fair value purposes. Also, as at 30 June 2021 Wallbox has acquired an investment with a bank which has been valued at fair value with changes through P&L. The rest of the financial assets (both short and long term) are measured at their amortized cost, which does not materially differ from fair value.
Financialliabilities
| A. | Loans and borrowings | |||||||
|---|---|---|---|---|---|---|---|---|
| 30 June 2021 | 31 December 2020 | |||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| (In Euros) | Non- current | Current | Non- current | Current | ||||
| Loans and borrowings | 10,191,337 | 16,068,231 | 9,744,462 | 12,627,970 | ||||
| Convertible bonds | 51,820,391 | 34,415,600 | 26,145,982 | — | ||||
| Lease liabilities (see note 9) | 13,202,328 | 1,164,030 | 3,433,236 | 684,105 | ||||
| Put option liability (see note 6) | 3,726,647 | 2,696,560 | 6,338,520 | — | ||||
| Total | **** | 78,940,703 | **** | 54,344,421 | **** | 45,662,200 | **** | 13,312,075 |
The financial liabilities are measured at their amortized cost, which do not differ from their fair value (it is considered the interest rates applicable for all of them still represents market spreads), except for the put option liability (note 6) and the convertible bond issued in April 2021 which are measured at fair value.
Loans and borrowings
Bank Loans
At 30 June 2021, the Group had credit lines of Euros 18,270 thousand (Euros 14,350 thousand at 31 December 2020), of which a total of Euros 16,215 thousand have been drawn down (Euros 8,542 thousand at 31 December 2020).
Interest expenses from banks loans amounted to Euros 289,259 at 30 June 2021 (Euros 216,119 at 30 June 2020) (See Note 21).
Details of the maturities, by year, of the principals and interest of the loans and borrowings (to be paid during the life of this loans and borrowings) at 30 June are as follows:
| (In Euros) | 30 June 2021 | 31 December2020 | ||
|---|---|---|---|---|
| 1 July 2021 - 30 June 2022 | 16,425,222 | 12,829,118 | ||
| 1 July 2022 - 30 June 2023 | 2,402,026 | 2,004,894 | ||
| 1 July 2023 - 30 June 2024 | 2,959,182 | 4,853,426 | ||
| 1 July 2024 - 30 June 2025 | 2,113,706 | 1,561,206 | ||
| 1 July 2025 - 30 June 2026 | 2,131,726 | 1,405,304 | ||
| More than five years | 1,320,111 | 245,279 | ||
| **** | 27,351,973 | **** | 22,899,227 |
(*) Including the perspectives of interest expenses to be paid in the future
F-20
WALL BOX CHARGES, S.L.
Notes to the interim condensed consolidated financial statements
Details of the Loan and borrowings at 30 June 2021 and 31 December 2020 are as follows:
| (in Euros) | 30 June 2021 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Company | Currency | Less than 1year | 1 to 3years | Over 3years | Total | ||||||
| Non-Current Liabilities | |||||||||||
| Loans and borrowings | |||||||||||
| Fixed rate loan | 1.55% - 3.85% | — | 2,291,827 | 1,833,867 | **** | 4,125,694 | |||||
| Floating rate loan | Euribor +1.35%-7.70% | — | 1,960,942 | 3,354,701 | **** | 5,315,643 | |||||
| Covenant Loan | Euribor + 4% | — | 600,000 | 150,000 | **** | 750,000 | |||||
| **** | — | **** | 4,852,769 | **** | 5,338,568 | **** | 10,191,337 | ||||
| Current Liabilities | |||||||||||
| Loans and borrowings | |||||||||||
| Fixed rate loan | 1.55% - 5.20% | 5,469,414 | — | — | **** | 5,469,414 | |||||
| Floating rate loan | Euribor + 1.90%-7.70% | 10,298,817 | — | — | **** | 10,298,817 | |||||
| Covenant Loan | Euribor + 4% | 300,000 | — | — | **** | 300,000 | |||||
| **** | 16,068,231 | **** | — | **** | — | **** | 16,068,231 |
All values are in Euros.
| (in Euros) | 31 December 2020 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Company | Currency | Less than 1year | 1 to 3 years | Over 3years | Total | ||||||
| Non-Current Liabilities | |||||||||||
| Loans and borrowings | |||||||||||
| Fixed rate loan | 1.55% - 3.85% | — | 2,233,776 | 1,254,465 | **** | 3,488,241 | |||||
| Floating rate loan | Euribor + 1.35% - 4.75% | — | 3,812,736 | 1,543,485 | **** | 5,356,221 | |||||
| Covenant Loan | Euribor + 4% | — | 600,000 | 300,000 | **** | 900,000 | |||||
| **** | — | **** | 6,646,512 | **** | 3,097,950 | **** | 9,744,462 | ||||
| Current Liabilities | |||||||||||
| Loans and borrowings | |||||||||||
| Fixed rate loan | 1.55% - 5.20% | 5,106,730 | — | — | **** | 5,106,730 | |||||
| Fixed rate loan | NOK | 4.00% | 631 | — | — | **** | 631 | ||||
| Fixed rate loan | 0.00% | 95,719 | — | — | **** | 95,719 | |||||
| Floating rate loan | Euribor + 2.35% -4.75% | 7,124,890 | — | — | **** | 7,124,890 | |||||
| Covenant Loan | Euribor + 4% | 300,000 | — | — | **** | 300,000 | |||||
| **** | 12,627,970 | **** | — | **** | — | **** | 12,627,970 |
All values are in Euros.
Borrowings
At 30 June 2021, the Loans and Borrowings also include shareholders loans amounting to Euros 88,304 (Euros 48,400 as of 31 December 2020) (See Note 24) and a flexible loan from a Government entity (CDTI) for an amount of Euros 497,879 (Euros 373,409 at 31 December 2020).
F-21
WALL BOX CHARGES, S.L.
Notes to the interim condensed consolidated financial statements
Convertible bonds
As mentioned in the consolidated financial statements as at and for the year ended 2020, notes convertible into shares amounted to Euros 25,880,000. In January 2021 convertible bonds with the same features and maturity date as beforementioned were issued for an amount of Euros 7,000,000. Furthermore, in April 2021, the Company successfully closed a new convertible note of Euros 27,550,000, with an interest rate of 5% and maximum maturity date 30 September 2022 (it confers the possibility of converting them prior to that date in case of any liquidity event).
As of 30 June 2021, the convertible notes accumulated interest of Euros 1,794,081 (Euros 265,982 at 31 December 2020) (See Note 24). This accrued interest is accumulated together with the nominal amount of the note and will be considered in the event of conversion or payment. Also for the third convertible loan issued in 2021, Wallbox has valuated this hybrid contract at fair value with an impact in the Profit or Loss account amounting to Euros 24,011,910 (see notes 3 and 21).
Trade and other financialpayables
Details of trade and other financial payables at 30 June 2021 and 31 December 2020 are as follows:
| (In Euros) | 30 June 2021 | 31 December 2020 | ||
|---|---|---|---|---|
| Suppliers | 20,498,484 | 8,126,332 | ||
| Payables with Joint Venture | 1,717 | — | ||
| Various payables | 605,101 | — | ||
| Personnel (salaries payable) | 1,184,395 | 554,906 | ||
| Customer advances | 193,837 | 218,199 | ||
| Total | **** | 22,483,534 | **** | 8,899,437 |
As part of the suppliers an accrual is included of Euros 2,340,655 related to the transaction costs of the business combination with Kensington Capital Acquisition II of which Euros 1,853,000 has been
deferred in line item ‘Other current assets/deferred charges’.
| 14. | Inventories |
|---|
Details of inventories at 30 June 2021 and at 31 December 2020 are as follows:
| (In Euros) | 30 June 2021 | 31 December 2020 | ||
|---|---|---|---|---|
| Raw materials | 1,215,709 | 1,984,132 | ||
| Work in progress | 6,445,903 | 2,211,736 | ||
| Finished Goods | 5,842,950 | 3,048,753 | ||
| Total | **** | 13,504,562 | **** | 7,244,621 |
The Group has insurance policies in place related to all inventories, with specific insurances coverage for the main warehouse located in Spain. No impairment losses have been recognized in 2021 and 2020.
There were no commitments for the acquisition of inventories at 30 June 2021 and 31 December 2020.
F-22
WALL BOX CHARGES, S.L.
Notes to the interim condensed consolidated financial statements
| 15. | Cash and Cash Equivalents |
|---|
Detail of Cash and cash equivalents are as follows:
| (In Euros) | 30 June 2021 | 31 December 2020 | ||
|---|---|---|---|---|
| Cash | 2,781 | 1,718 | ||
| Bank and other credit institutions | 23,515,214 | 20,934,561 | ||
| Bank and other credit institutions, foreign currency | 2,690,004 | 1,321,998 | ||
| Other cash equivalents | 350,081 | 79,744 | ||
| Total | **** | 26,558,080 | **** | 22,338,021 |
The current accounts earn interest at the market rates applicable and this interest is not significant.
Bank and other credit institutions, foreign currency:
| (In Euros) | 31 December 2020 | ||
|---|---|---|---|
| 949,266 | 775,086 | ||
| NOK | 895,990 | 407,091 | |
| SEK | 230,495 | 89,157 | |
| 478,812 | 43,874 | ||
| DKK | 94,316 | 5,586 | |
| CNY | 41,125 | 1,204 | |
| Total | 2,690,004 | **** | 1,321,998 |
All values are in British Pounds.
| 16. | Capital and Reserves |
|---|
Share capital
At 30 June 2021 share capital amounted to Euros 196,059 and was represented by 392,118 shares of Euro 0.50 par value each.
During the first six months of 2021 there have been no share-capital increases.
Details of the shareholders which hold more than 10% of total share-capital are as follows:
| (Euros) | 30 June 2021 | 31 December 2020 | ||||
|---|---|---|---|---|---|---|
| Kariega Ventures, S.L.U. | 20.45 | % | 20.45 | % | ||
| Anangu Grup, S.L. | 11.78 | % | 11.78 | % | ||
| Infisol 3000, S.L. | 10.23 | % | 10.23 | % |
Nature and purpose of reserves
Consolidated accumulated deficit
At 30 June 2021, consolidated accumulated deficit amounts to Euros 58,523,910 (Euros 20,118,232 at 31 December 2020).
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 a foreign operation.
F-23
WALL BOX CHARGES, S.L.
Notes to the interim condensed consolidated financial statements
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 amounts to Euros 4,064,121 at 30 June 2021 (Euros 3,340,412 at 31 December 2020). Refer to Note 20 for further details of these plans.
Measurement adjustments to financialassets through OCI
Investments in hedge funds referred to in Note 13 are measured at fair value at year end. The change in their valuation is recognized as other equity components through other comprehensive income.
| 17. | Government Grants |
|---|
Government grants include the grants assigned to the Group during the first six months of 2021 by the “Centro para el Desarrollo Tecnológico Industrial, E.P.E. (CDTI)” for an amount of Euros 1,973,728 to develop new technologies and promoting smart mobility solutions, which is deferred until recognition in the profit or loss statement. Thus, the impact in the profit or loss statement for the six month period ended 30 June 2021 amounts to Euros 325,372 (recognized in the “Other income”), as a result of the established conditions agreed with the aforementioned agency.
| 18. | Revenue from Contracts with Customers |
|---|
Disaggregation of revenue from contracts with customers
Below revenue is shown following product lines and geographical segments:
| ( Euros ) | 30 June 2021 | 30 June 2020 | ||
|---|---|---|---|---|
| Lines: | ||||
| Sales of goods | 26,342,367 | 5,819,206 | ||
| Sales of services | 975,549 | 140,109 | ||
| Total | **** | 27,317,916 | **** | 5,959,315 |
| Geographical markets: | ||||
| EMEA | 25,723,119 | 5,950,122 | ||
| NORAM | 1,505,897 | — | ||
| APAC | 88,900 | 9,193 | ||
| Total | **** | 27,317,916 | **** | 5,959,315 |
There is no customer exceeding 10% of the total revenues for the six month period ended 30 June 2021.
| 19. | Expenses |
|---|---|
| A. | Changes in inventories and raw materials and consumables used |
| --- | --- |
Details of Changes in inventories and raw materials and consumables used is as follows:
| (Euros) | 30 June 2021 | 30 June 2020 | ||
|---|---|---|---|---|
| Consumption of finished goods, raw materials and other | 9,617,746 | 2,158,198 | ||
| Work carried out by other companies | 4,896,847 | 274,211 | ||
| Total | **** | 14,514,593 | **** | 2,432,409 |
F-24
WALL BOX CHARGES, S.L.
Notes to the interim condensed consolidated financial statements
Changes to inventory are recorded in consumption of finished goods, raw materials and other consumables.
| B. | Operating expenses |
|---|
Operating expenses are mainly as follows:
| (Euros) | 30 June 2021 | 30 June 2020 | ||||
|---|---|---|---|---|---|---|
| Marketing expenses | 2,606,336 | 582,041 | ||||
| External temporary workers | 1,879,525 | — | ||||
| Professional services | 1,655,625 | 759,749 | ||||
| Office expense | 827,694 | 189,338 | ||||
| Delivery | 1,106,432 | 315,166 | ||||
| Custom duty tax | 317,326 | 336 | ||||
| Utilities and similar expenses | 528,182 | 102,436 | ||||
| Fees | 482,022 | 2,234 | ||||
| Insurance premium | 472,068 | 121,656 | ||||
| Short-term and low value leases (see note 9) | 263,967 | 88,156 | ||||
| Bank Services | 210,054 | 20,284 | ||||
| Travel expenses | 191,892 | 167,006 | ||||
| Repair | 84,664 | 2,841 | ||||
| Others impairments and losses | 69,227 | 53,498 | ||||
| Expected credit loss for trade and other receivables (see note 13) | (68,903 | ) | (12,775 | ) | ||
| Other | 1,051,297 | 695,044 | ||||
| Total | **** | 11,677,408 | **** | **** | 3,087,010 | **** |
| 20. | Employee Benefits | |||||
| --- | --- |
Details of employee benefits for the first six months ended 30 June 2021 and 2020 are as follows:
| (Euros) | 30 June 2021 | 30 June 2020 | ||
|---|---|---|---|---|
| Wages and salaries | 8,200,022 | 2,176,159 | ||
| Share-based payment plans expenses | 962,858 | 932,445 | ||
| Social Security | 2,673,762 | 1,130,446 | ||
| Total | **** | 11,836,642 | **** | 4,239,050 |
The increase in personnel expenses compared to the first half of 2020 is mainly due to the growth of the Wall Box Group, which required the hiring of additional personnel.
Regarding share-based payment plans expenses, no significant variation took place given the fact the 89% expense increase in the Management Stock Option Plan (Euros 1,036,053 as of 30 June 2021 and Euros 549,330 as of June 30, 2020) was offset by the fact Employee Stock Option Plan ended as of 31 December 2020 (no expense in 2021 and Euros 383,115 as of 30 June 2020).
Management Stock Option Plan
As described in the Consolidated Financial Statements as of 31 December 2020, the shareholders agreed to implement a share-based payment plan to strengthen management’s link with Wall Box Chargers and to stimulate their motivation.
F-25
WALL BOX CHARGES, S.L.
Notes to the interim condensed consolidated financial statements
In the course of the first six months of 2021, 7,008 options were granted (13,954 as of 30 June 2020), and Euros 1,036,053 were recognized as personnel expense (Euros 549,330 for June 2020).
Employees Stock OptionPlan
As described in Consolidated Financial Statements as of 31 December 2020, the shareholders agreed to offer all employees of Wall Box Chargers (the “Beneficiaries” or, individually, the “Beneficiary”) the possibility of participating in a share-based payment plan over shares (the “Options”) which gave all Beneficiaries the opportunity to acquire a certain number of ordinary shares (the “Shares”) of the Company. Participation in this Plan was voluntary and it was created as a cash saving measure, as it was offered in exchange for a reduction in the salaries of the Beneficiaries, which has resulted in strategic cash maintenance during the uncertain period caused by the COVID-19 pandemic, although in exchange, the exercise price of the options is Euro 0.5.
The Employee Stock Option Plan vesting period finished at the end of 2020 and all the options granted will be available to be executed when one of the liquidity events defined in this Plan takes place.
During January 2021 there was an agreement with some employees to liquidate their options held in exchange for cash (1,254 options were settled at fair value on the settlement date). Additionally, it was agreed with the same employees to pay an additional benefit for the sale of the options, amounting to Euros 73,223. As a consequence, the Group has recognized this effect as a reduction in equity, amounting to Euros 239,148, and has recognized personnel expense amounting to Euros 73,223, for a total cash-payment of Euros 312,998.
Summary of share-based payment arrangements
The Company records share based payments 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 is based on the estimated market price of the Parent’s stock on the date of grant.
Details of the personnel expense recognized for share-based payment transactions are as follows:
| (Euros) | 30 June 2021 | 30 June 2020 | ||
|---|---|---|---|---|
| Management stock option plan | 962,858 | 549,330 | ||
| Employees stock option plan | — | 383,115 | ||
| Total | **** | 962,858 | **** | 932,445 |
Both plans will be settled by options on the shares of Wall Box Chargers, S.L. which will entitle beneficiaries to receive Company shares.
There was a settlement of a part of the Stock Option Plan for Employees at the end of June 2021 for 239,148 euros corresponding to 1,254 options.
F-26
WALL BOX CHARGES, S.L.
Notes to the interim condensed consolidated financial statements
Movements during the year
The following table illustrates the movements in stock options during the year:
| Number of options | 30 June 2021 | 30 June 2020 | |||
|---|---|---|---|---|---|
| Outstanding at 1 January | **** | 21.741 | **** | **** | 5.369 |
| Granted during the first six months | 7.008 | 13.954 | |||
| Settled during the first six months | (1.254 | ) | — | ||
| Outstanding at 30 June | **** | 27.495 | **** | **** | 19.323 |
The fair value of the options granted as part of the Management Stock Option plan on the six months ended at 30 June 2021 was determined at Euro 191, by reference to the capital increase transaction of March 2020 of Euro 208.
Weighted average fair value of the options at the measurement date is Euros 191 as of 30 June 2021 and 30 June 2020, for Management Stock Option Plan and for Employees Stock Option Plan.
The Employee Stock Option Plan vesting period has finished at the end of 2020 and all the options granted will be available to be exercised when certain liquidity events occur including a change in control event, initial public offering.
As at 30 June 2021, there are 7,078 options of the Employee Stock Option Plan (8,115 options as at 30 June 2020), and 20,417 options of the Management Stock Option Plan (11,208 options as at 30 June 2020) exercisable on a liquidity event, as defined in the paragraph above.
The weighted average exercise price for both share-based payment plans is 0.50 euros, calculated as follows:
| Options(units) | Exercise price(Euros) | |||
|---|---|---|---|---|
| Management Stock Option Plan | 20,417 | 0.50 | ||
| Employees Stock Option Plan | 7,078 | 0.50 | ||
| Average | **** | 0.50 | ||
| 21. | Net Finance Costs | |||
| --- | --- |
Details of finance income and costs are as follows:
| (Euros) | Note | 30 June 2021 | 30 June 2020 | ||
|---|---|---|---|---|---|
| Finance income | |||||
| Other finance income | 2,674 | — | |||
| Total finance income | 2,674 | — | |||
| Finance costs | |||||
| Interest on bank loans | 13 | 289,259 | 216,119 | ||
| Interest on leases | 9 | 155,979 | 51,420 | ||
| Interest on convertible bonds | 13 | 1,528,099 | — | ||
| Change in valuation of convertible bonds | 13 | 24,011,910 | — | ||
| Accretion of discount on put option liabilities | 6 | 84,687 | 28,883 | ||
| Total finance costs | **** | 26,069,934 | **** | 296,422 |
F-27
WALL BOX CHARGES, S.L.
Notes to the interim condensed consolidated financial statements
Details of other finance income (costs) are as follows:
| (Euros) | 30 June 2021 | 30 June 2020 | |||
|---|---|---|---|---|---|
| Exchange differences | 258,109 | (6,913 | ) | ||
| Total | **** | 258,109 | **** | (6,913 | ) |
| 22. | Earnings Per Share | ||||
| --- | --- |
Basic earnings per share are calculated by dividing the profit/(loss) for the year attributable to equity holders of the Parent by the weighted average number of ordinary shares outstanding during the year, excluding treasury shares.
As the Group has losses in both periods, potential ordinary shares are not dilutive (losses per share would be less and antidilution would exist), Hence, these shares are not considered in the calculation of losses per diluted share.
Details of the calculation of basic and diluted earnings/loss per share are as follows:
| (Euros) | 30 June 2021 | 30 June 2020 | ||||
|---|---|---|---|---|---|---|
| Loss for the year attributable to holders of ordinary equity instruments of the Parent | (38,405,678 | ) | (5,299,756 | ) | ||
| Dilutive effects on earnings per share | — | — | ||||
| Total loss attributable to ordinary equity holders of the Parent for basic and dilutedearnings per share | **** | (38,405,678 | ) | **** | (5,299,756 | ) |
| Number of shares | 30 June 2021 | 30 June 2020 | ||||
| Weighted average number of ordinary shares for basic and diluted earnings pershare | **** | 392,118 | **** | **** | 353,070 | **** |
| (Euros) | 30 June 2021 | 30 June 2020 | ||||
| Basic and diluted losses per share | **** | (97.94 | ) | **** | (15.01 | ) |
F-28
WALL BOX CHARGES, S.L.
Notes to the interim condensed consolidated financial statements
| 23. | Tax credit and other receivables/Other payables | |||||
|---|---|---|---|---|---|---|
| A. | Tax credit and other receivables/Other payables | |||||
| --- | --- | |||||
| (Euros) | 30 June 2021 | 31 December 2020 | ||||
| --- | --- | --- | --- | --- | ||
| VAT receivable | 8,091,658 | 2,123,016 | ||||
| VAT on duty taxes | 704,401 | — | ||||
| Grant receivables | 1,923,063 | — | ||||
| Tax credit receivable | 1,642,615 | 923,441 | ||||
| Total tax credit and other receivables | **** | 12,361,737 | **** | 3,046,457 | ||
| (Euros) | 30 June 2021 | 31 December 2020 | ||||
| VAT payable | 1,669,401 | 624,668 | ||||
| Social Security payable | 334,177 | 375,204 | ||||
| Personal Income Tax payable | 825,504 | 282,212 | ||||
| Total other payables | **** | 2,829,082 | **** | 1,282,084 | ||
| B. | Amounts recognized in profit or loss | |||||
| --- | --- | |||||
| (Euros) | 30 June 2021 | 30 June 2020 | ||||
| --- | --- | --- | --- | --- | --- | --- |
| Loss before Tax | **** | (39,121,448 | ) | **** | (5,289,833 | ) |
| Tax income (at 25%) | 9,780,362 | 1,322,458 | ||||
| Unrecognized deferred tax assets on tax losses | (9,780,362 | ) | (1,322,458 | ) | ||
| Deductions and credits generated | (719,174 | ) | — | |||
| Other adjustments | 3,404 | 9,923 | ||||
| Income tax (income) / expense | **** | (715,770 | ) | **** | 9,923 | **** |
At 30 June 2021 details of the tax losses to be offset are as follows:
| (Euros) | 30 June 2021 | 31 December 2020 | ||
|---|---|---|---|---|
| 2015 | 46,561 | 46,561 | ||
| 2016 | 438,883 | 438,883 | ||
| 2017 | 55,736 | 55,736 | ||
| 2018 | 1,579,014 | 1,579,014 | ||
| 2019 | 3,318,114 | 3,318,114 | ||
| 2020 | 12,311,938 | 12,311,938 | ||
| 2021 | 39,121,448 | — | ||
| **** | 56,871,694 | **** | 17,750,246 |
Tax losses may be offset indefinitely in the future.
The existence of unused tax losses is strong evidence that future taxable profit may not be available to the Group. Having considered all evidence available, management determined that there was no sufficient positive evidence outweighing existing negative evidence to support 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.
F-29
WALL BOX CHARGES, S.L.
Notes to the interim condensed consolidated financial statements
| 24. | Group Information |
|---|---|
| 24.1 | Related parties |
| --- | --- |
Details of transactions and balances with related parties are as follows:
| 30 June 2021 | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| (Euros) | Shareholders | JointVenture | Total | ||||||
| Expenses | |||||||||
| Interest on convertible bonds (see note 13 and 21) | 911,111 | — | **** | 911,111 | **** | ||||
| Valuation of convertible bonds (see note 13 and 21) | 17,910,508 | — | **** | 17,910,508 | **** | ||||
| Payroll expenses | 1,105,792 | — | **** | 1,105,792 | **** | ||||
| Statement of financial position | |||||||||
| Loans granted to Joint Venture (see note 13) | — | 977,301 | **** | 977,301 | **** | ||||
| Receivables from Joint Venture (see note 13) | — | 475,565 | **** | 475,565 | **** | ||||
| Convertible bonds (see note 13) | (57,466,045 | ) | — | **** | (57,466,045 | ) | |||
| Borrowings (see note 13) | (88,304 | ) | — | **** | (88,304 | ) | |||
| Trade and other financial payables (see note 13) | (16,335 | ) | — | **** | (16,335 | ) | |||
| 31 December 2020 | |||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| (Euros) | Shareholders | JointVenture | Total | ||||||
| Statement of financial position | |||||||||
| Loans granted to Joint Venture (see note 13) | — | 474,174 | **** | 474,174 | **** | ||||
| Receivables from Joint Venture (see note 13) | — | 475,565 | **** | 475,565 | **** | ||||
| Convertible bonds (see note 13) | (18,094,427 | ) | — | **** | (18,094,427 | ) | |||
| Borrowings (see note 13) | (108,481 | ) | — | **** | (108,481 | ) | |||
| Trade and other financial payables (see note 13) | (29,040 | ) | — | **** | (29,040 | ) | |||
| 30 June 2020 | |||||||||
| (Euros) | Shareholders | JointVenture | Total | ||||||
| Expenses | |||||||||
| Payroll expenses | 796,849 | — | **** | 796,849 | **** | ||||
| Revenue | — | (85,062 | ) | **** | (85,062 | ) |
As of 30 June 2021, convertible loans amounted to Euros 81,047,961 (principal amount of Euros 60,430,000, capitalized interests and fair value of the bonds which will be valued at fair value) (Euros 26,145,982 as of 31 December 2020) (Note 13). Part of these convertible loans were signed with its current shareholders for a total principal amount of Euros 38,430,000 (Euros 17,880,000 as of 31 December 2020). The remaining convertible bonds were signed with 2 third party investors. Consequently, from interest expenses amounting Euros 1,528,099 (Euros 265,982 as of 30 June 2020) (Note 13 and 21) Euros 911,111 (Euros 214,427 as of 30 June 2020) are with shareholders and the rest with third party investors. The balance of the convertible loans with shareholders amounts to Euros 57,466,045 (including revaluation of the loan issued in April 2021) as of 30 June 2021 (Euros 18,094,427 as of 31 December 2020).
F-30
WALL BOX CHARGES, S.L.
Notes to the interim condensed consolidated financial statements
| 24.2 | Directors and Senior Management |
|---|
Details of the remuneration accrued by the members of the Company’s senior management are as follows:
| (Euros) | 30 June 2021 | 30 June 2020 | ||
|---|---|---|---|---|
| Wages and Salaries | 973,170 | 498,649 | ||
| Share-based payment plan expenses | 662,242 | 551,653 | ||
| Total | **** | 1,635,412 | **** | 1,050,302 |
Remuneration received for executive functions corresponds to those individuals who exercise senior management functions in the Company, including the directors, details of which are included in the amount shown in the table above.
At 30 June 2021 and 2020 the Company has no pension or life insurance obligations with members of senior management.
At 30 June 2021 and 2020 no advances or loans have been granted to members of senior management, nor has the Company extended any guarantees on their behalf.
In accordance with Article 229 of the Spanish Companies Act, the directors have declared that they do not have conflicts of interest with the Company.
| 25. | Financial Risk Management |
|---|
Risk management policies are established by management, having been approved by the Company’s 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.
F-31
WALL BOX CHARGES, S.L.
Notes to the interim condensed consolidated financial statements
The maximum credit risk exposure is as follows:
| 30 June 2021 | 31 December 2020 | |||||||
|---|---|---|---|---|---|---|---|---|
| (In Euros) | Non-current | Current | Non-current | Current | ||||
| Customer sales and services | — | 10,825,999 | — | 7,872,189 | ||||
| Other receivables | — | 1,720,855 | — | 516,834 | ||||
| Loans to employees | — | 57,803 | — | 119,538 | ||||
| Receivables from Joint Venture | — | 475,565 | — | 475,565 | ||||
| Trade and other financial receivables | **** | — | **** | 13,080,222 | **** | — | **** | 8,984,126 |
| Loans granted to Joint Venture | 977,301 | — | 474,174 | — | ||||
| Guarantee deposit | 751,436 | — | 390,598 | — | ||||
| Non-current financial assets | **** | 1,728,737 | **** | — | **** | 864,772 | **** | — |
| Guarantee deposit | — | 444,754 | — | 118,945 | ||||
| Financial investments | — | 4,246,840 | — | 239,379 | ||||
| Other current financial assets | **** | — | **** | 4,691,594 | **** | — | **** | 358,324 |
| Cash and cash equivalents | **** | — | **** | 26,558,080 | **** | — | **** | 22,338,021 |
| Total | **** | 1,728,737 | **** | 44,329,896 | **** | 864,772 | **** | 31,680,471 |
The Sales and Finance departments establish credit limits for each customer based on information received from an entity specializing in Group solvency analysis.
| b) | Market risk |
|---|
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.
| (In Euros) | Currency | 31 December 2020 | |||
|---|---|---|---|---|---|
| Fixed rate Loan | 9,595,108 | 8,594,971 | |||
| Fixed rate Loan | NOK | — | 631 | ||
| Fixed rate Loan | — | 95,719 | |||
| Floating rate loan | 16,664,460 | 13,681,111 | |||
| 26,259,568 | **** | 22,372,432 |
All values are in Euros.
F-32
WALL BOX CHARGES, S.L.
Notes to the interim condensed consolidated financial statements
A 100 basis points change in interest rates would mean an increased (decreased) in profit or loss as of June 30, 2021 by Euros 71,116 (Euros 85,070 as of December 31, 2020). This calculation assumes that the change occurred on the date of the report applied to the risk exposures existing on that date. This analysis assumes that all other variables are held constant and considers the effect of interest rates.
| 30 June 2021 | 31 December 2020 | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Profit or loss | Profit or loss | |||||||||
| (In Euros) | 100 bpincrease | 100 bpdecrease | 100 bpincrease | 100 bpdecrease | ||||||
| Floating rate loan | 71,116 | (71,116 | ) | (85,070 | ) | 85,070 |
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.
Receivables and payables are the only 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 sensitivity of a reasonably possible strengthening (weakening) of the euro in each of the foreign currencies as of 30 June 2021 and June 2020 of monetary assets and liabilities. This analysis assumes that all other variables, particularly interest rates, 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.
| 31 December 2020 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Profit or loss | ||||||||||
| (In Euros) | Weakening | Strengthening | Weakening | |||||||
| (10% movement) | (173,871 | ) | 212,509 | (71,379 | ) | 87,242 | ||||
| NOK (10% movement) | (63,816 | ) | 77,997 | (113,071 | ) | 138,197 | ||||
| DKK (10% movement) | (15,621 | ) | 19,093 | 86 | (105 | ) | ||||
| SEK (10% movement) | (44,911 | ) | 54,891 | (13,968 | ) | 17,072 | ||||
| (10% movement) | (84,316 | ) | 103,053 | 13,753 | (16,810 | ) | ||||
| RMB (10% movement) | (4,115 | ) | 5,030 | (1,306 | ) | 1,597 |
All values are in British Pounds.
| c) | Liquidity risk |
|---|
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 Euros) | 30 June<br>2021 | 31 December2020 | |||
|---|---|---|---|---|---|
| Current assets | 71,767,508 | 41,513,468 | |||
| Current liabilities | 81,495,184 | 23,676,980 | |||
| **** | (9,727,676 | ) | **** | 17,836,488 |
The working capital presented by the Group is sufficient to cover the various commitments arising from its activity, taking into account that 34 million euros corresponds to the current part of Convertible bonds which has been converted after 30 June 2021 (see subsequent events note 26).
F-33
WALL BOX CHARGES, S.L.
Notes to the interim condensed consolidated financial statements
Details of the maturities, by year, of the principals of the loans and borrowings at 30 June 2021 are as follows:
| 30 June 2021 | ||||||
|---|---|---|---|---|---|---|
| (In Euros) | Capital | Interest | Total | |||
| 1 July 2021 - 30 June 2022 | 16,068,231 | 356,991 | 16,425,222 | |||
| 1 July 2022 - 30 June 2023 | 2,109,101 | 292,925 | 2,402,026 | |||
| 1 July 2023 - 30 June 2024 | 2,749,773 | 209,409 | 2,959,182 | |||
| 1 July 2024 - 30 June 2025 | 1,987,993 | 125,713 | 2,113,706 | |||
| 1 July 2025 - 30 June 2026 | 2,057,023 | 74,703 | 2,131,726 | |||
| More than five years | 1,287,447 | 32,664 | 1,320,111 | |||
| **** | 26,259,568 | **** | 1,092,405 | **** | 27,351,973 | |
| 31 December 2020 | ||||||
| --- | --- | --- | --- | --- | --- | --- |
| (In Euros) | Capital | Interest | Total | |||
| 2021 | 12,627,970 | 201,148 | 12,829,118 | |||
| 2022 | 1,853,412 | 151,482 | 2,004,894 | |||
| 2023 | 4,756,490 | 96,936 | 4,853,426 | |||
| 2024 | 1,515,247 | 45,959 | 1,561,206 | |||
| 2025 | 1,374,034 | 31,270 | 1,405,304 | |||
| More than five years | 245,279 | — | 245,279 | |||
| **** | 22,372,432 | **** | 526,795 | **** | 22,899,227 | |
| 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 parent. 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 changes were made in the objectives, policies or processes for managing capital with regard to the information disclosed in the 2020 consolidated financial statements.
| 26. | Events after the Reporting Period |
|---|
On 13 August 2021, Wallbox exercised its option, pursuant to the stock purchase agreement entered into between the Parent Company and Lilland AS dated 19 February 2020, to acquire the remaining 33.334% interest that is owned by Lilland AS in Wallbox AS, which was formerly called Intelligent Solutions AS. Pursuant to this option, Wallbox paid €1 million on 19 August for 13.33% of such interest and will pay equal installments of €750,000 for each of the remaining 10% interests by the earlier of (a) 31 December 2021 and 30 June 2022, respectively and (b) 30 days from the closing of the Business Combination. On 31 August 2021, Wallbox exercised its option, pursuant to the stock purchase agreement entered into between the Company and RAYMOND AS dated 31 August 2020, to acquire the 5% interest that is owned by RAYMOND AS in Wallbox AS, which was formerly called Intelligent Solutions AS. Pursuant to this option, Wallbox paid €125,000 on 3 September for 1.67% of such interest and will pay equal instalments of €125,000 for each of the remaining 1.67% interests by the earlier of (a) 31 December 2021 and 30 June 2022, respectively and (b) 30 days from the closing of the Business Combination.
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WALL BOX CHARGES, S.L.
Notes to the interim condensed consolidated financial statements
On 24 September 2021 the Group has signed a new lease agreement of land and buildings for the construction of the facility in Arlington—Texas (USA).
As previously announced, on June 9, 2021, Kensington Capital Acquisition Corp. II, a Delaware corporation, Wallbox B.V., a private company with limited liability incorporated under the Laws of the Netherlands, Orion Merger Sub Corp., a Delaware corporation and wholly owned subsidiary of Wallbox B.V. and Wall Box Chargers, S.L. entered into a business combination agreement pursuant to which, among other things, Kensington and the Company agreed to enter into a business combination. On October 1, 2021, the closing date, Wallbox N.V. consummated the previously announced business combination pursuant to the Business Combination Agreement. On the Closing Date, the following transactions occurred pursuant to the terms of the Business Combination Agreement (collectively, the “Business Combination”):
Wallbox B.V. (i) changed its legal form from a private company with limited to a public limited liability company and (ii) entered into the Deed of Conversion containing the Articles of Association of Wallbox N.V.
Prior to the Closing Date, each holder of Company Convertible bonds converted them into Company Ordinary Shares and on the Closing Date, each holder of Company Ordinary Shares contributed its Company Ordinary Shares of Wallbox S.L. to Wallbox N.V. Ordinary Shares and the Company became a wholly-owned subsidiary of Wallbox N.V.
| 27. | Detail of Wallbox Group subsidiaries | ||||||
|---|---|---|---|---|---|---|---|
| % Equity interest | |||||||
| --- | --- | --- | --- | --- | --- | --- | --- |
| Company name | Registered office | Activity | Company holdinginvestment | 30 June2021 | 31 December2020 | Consolidationmethod | |
| Wallbox Energy, S.L. | Calle Anabel Segura 7, H1, 28108, Alcobendas, Madrid, Spain | Retail innovative solutions for charging Electric Vehicles | Wall Box<br> <br>Chargers, S.L. | 100% | 100% | * | Fully<br>consolidated |
| Wallbox UK Limited | 378-380 Deansgate, Manchester, United Kingdom M3 4LY | Retail innovative solutions for charging Electric Vehicles | Wall Box<br> <br>Chargers, S.L. | 100% | 100% | * | Fully<br>consolidated |
| Wallbox France | Avenue des Champs Elysées 102, 75008, Paris, France | Retail innovative solutions for charging Electric Vehicles | Wall Box<br> <br>Chargers, S.L. | 100% | 100% | * | Fully<br>consolidated |
| WBC Wallbox Chargers GmbH | Kurt-Blaum-Platz 8, 63450, Hanau, Germany | Retail innovative solutions for charging Electric Vehicles | Wall Box<br> <br>Chargers, S.L. | 100% | 100% | * | Fully<br>consolidated |
| Wallbox Italy, S.r.l. | Piazza Tre Torri 2, 20145 CAP, Milano, Italy | Retail innovative solutions for charging Electric Vehicles | Wall Box<br> <br>Chargers, S.L. | 100% | 0% | * | Fully<br>consolidated |
| Wallbox Netherlands B.V. | Kingsfordweg 151,1042 GR Amsterdam, The Netherlands | Retail innovative solutions for charging Electric Vehicles | Wall Box<br> <br>Chargers, S.L. | 100% | 0% | * | Fully<br>consolidated |
| Wallbox USA Inc. | 800 W. El Camino Real Suite 180, Mountain View CA 94040, United States | Retail innovative solutions for charging Electric Vehicles | Wall Box<br> <br>Chargers, S.L. | 100% | 100% | * | Fully<br>consolidated |
| Wallbox Shanghai Ldt. | Unit 05-129 Level 5, No. 482, 488, 492, 518 Xinjiang Road, Jingan District, Shanghai Municipality, China | Retail innovative solutions for charging Electric Vehicles | Wall Box<br> <br>Chargers, S.L. | 100% | 100% | * | Fully<br>consolidated |
| Wallbox Norway AS (Intelligent SolutionAS ) | Ryfylkevegen 2008, 4120 TAU, Norway | Retail innovative solutions for charging Electric Vehicles | Wall Box<br> <br>Chargers, S.L. | 61,67% | 61,67% | * | Fully<br>consolidated |
F-35
WALL BOX CHARGES, S.L.
Notes to the interim condensed consolidated financial statements
| % Equity interest | |||||||
|---|---|---|---|---|---|---|---|
| Company name | Registered office | Activity | Company holdinginvestment | 30 June2021 | 31 December2020 | Consolidationmethod | |
| Wallbox Denmark ApS | Østergade 20, Helsinge 3200, Denmark | Retail innovative solutions for charging Electric Vehicles | Wallbox Norway<br> <br>AS | 61,67% | 61,67% | - | Fully<br>consolidated |
| Wallbox Sweden AB (Intelligent Solution Sweden AB ) | Rosenlundsgatan 54, 118 63 Stockholm, Sweden | Retail innovative solutions for charging Electric Vehicles | Wallbox Norway<br> <br>AS | 61,67% | 61,67% | - | Fully<br>consolidated |
| Wallbox Oy | PL 747, 00101 Helsinki, Finland | Retail innovative solutions for charging Electric Vehicles | Wallbox Norway<br> <br>AS | 100,00% | 0% | - | Fully<br>consolidated |
| Electromaps, S.L. | Calle Marie Curie, 8 14-B 007, Barcelona, Spain | Retail innovative solutions for charging Electric Vehicles | Wall Box<br> <br>Chargers, S.L. | 51% | 51% | * | Fully<br>consolidated |
| (*) | direct ownership | ||||||
| --- | --- | ||||||
| (-) | indirect ownership | ||||||
| --- | --- |
As commented in Note 6, all business combinations have been accounted for as if the Group had obtained a 100% interest in the acquired entities on the basis that all shares subject to non-controlling interests puts have been acquired. However, in the table above % of legal ownership has been disclosed.
F-36