6-K
Wallbox N.V. (WBX)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO SECTION 13A-16 OR 15D-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of September 2023
Commission File Number: 001-40865
Wallbox N.V.
(Translation of registrant’s name into English)
Carrer del Foc, 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 ☐
EXPLANATORY NOTE
Attached to this Report on Form 6-K as Exhibits 99.1 and 99.2, respectively, are the Management’s Discussion and Analysis of Financial Condition and Results of Operations and the unaudited interim condensed consolidated interim financial statements of Wallbox N.V. as of and for the six months ended June 30, 2023.
INCORPORATION BY REFERENCE
The information included in this Report on Form 6-K, including Exhibit 99.1 and Exhibit 99.2 hereto, is hereby incorporated by reference into the Company’s Registration Statement on Form S-8 (File No. 333-263795) and Registration Statements on Form F-3 (Files No. 333-268347,
333-268792,
333-271116 and 333-273323) and to be a part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished.
EXHIBIT INDEX
| Exhibit<br>No. | Description |
|---|---|
| 99.1 | Management’s Discussion and Analysis of Financial Condition and Results of Operations |
| 99.2 | Unaudited Interim Condensed Consolidated Financial Statements as of and for the Six Months Ended June 30, 2023 |
| 101.INS | Inline XBRL Instance Document |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document |
| 104 | Cover Page Interactive Data File (formatted <br>in<br>inline XBRL and contained in <br>Exhibit<br>101) |
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: September 28, 2023 | By: | /s/ Enric Asunción Escorsa |
| Enric Asunción Escorsa | ||
| Chief Executive Officer |
EX-99.1
Exhibit 99.1
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
You should read the following discussion and analysis of Wallbox N.V.’s (together with its consolidated subsidiaries,“Wallbox,” the “Company,” “we,” “us” and “our”) financial condition and results of operations together with its consolidated financial statements and the related notes thereto included in its AnnualReport on Form 20-F for the fiscal year ended December 31, 2023 (the “Annual Report”), its interim condensed consolidated financial statements and the related notes thereto for the six monthsended June 30, 2023 and 2022 accompanying its Report on Form 6-K filed on September 28, 2023 (the “Interim Report”), its final prospectuses filed on Form 424(b)(3) and its other filingswith the Securities and Exchange Commission (collectively, “Public Filings”). The following discussion is based on Wallbox N.V.’s financial information prepared in accordance with the International Financial Reporting Standards(“IFRS”) as issued by the International Accounting Standards Board (“IASB”) and related interpretations issued by the IFRS Interpretations Committee. Some of the information contained in this discussion and analysis, includinginformation with respect to Wallbox’s plans and strategy for its business, includes forward-looking statements that involve risks and uncertainties. You should also review the sections titled “Risk Factors” and “Cautionary NoteRegarding Forward-Looking Statements” in its Public Filings for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in thefollowing discussion and analysis. Wallbox’s historical results are not necessarily indicative of the results that may be expected for any period in the future.
Business Overview
We believe we are a global leader in smart electric vehicle charging and energy management. Founded in 2015, we create smart charging systems that combine innovative technology with outstanding design and that manage the communication between user, vehicle, grid, building and charger.
Our mission is to facilitate the adoption of electric vehicles today to make more sustainable use of energy tomorrow. By designing, manufacturing, and distributing charging solutions for residential, business, and public use, we intend to lay the infrastructure required to meet the demands of mass electric vehicle ownership everywhere. We believe our customer-centric approach to our holistic hardware, software, installation, and service offering allows us to solve existing barriers to Electric Vehicle (“EV”) adoption as well as anticipate opportunities soon to come.
Our smart charging product portfolio includes Level 2 alternating current (“AC”) chargers (“Pulsar Plus,” “Commander 2” and “Copper SB”) for home and business applications, and direct current (“DC”) fast chargers (“Supernova” and “Hypernova”) for public applications. We also offer the world’s first bi-directional DC charger for the home (“Quasar” and “Quasar 2”), which allows users to both charge their electric vehicle and use the energy from the car’s battery to power their home or business, or send stored energy back to the grid. Our proprietary residential and business software “myWallbox” gives users and charge point owners complete control over their private charging and energy management activities. Meanwhile, our dedicated semi-public and public charging software platform “Electromaps” enables drivers to locate and transact with all public charging stations registered to its brand-agnostic charger database and also allows charge point operators to manage their public charging stations at scale.
In our pursuit to accomplish our vision, we have acquired four companies to date:
| 1. | Intelligent Solutions (Controlling interest acquired in February 2020 and remaining interest acquired in August<br>2021): Intelligent Solutions is one of the largest distributors of intelligent charging solutions in Northern Europe, with an extensive partner network of car dealers, installers, and utility companies in Norway, Sweden, Finland, and Denmark.<br>Headquartered in Stavanger, Norway, Intelligent Solutions offers a variety of services from hardware to installation service and technical support. |
|---|---|
| 2. | Electromaps (Controlling interest acquired in September 2020 and remaining interest acquired in July 2022): the<br>leading digital platform for accessing free and paid for electric charging points in southern Europe. The app provides its 200,000+ users access to the charging points and ability to make payments directly from their mobile phone, unifying the<br>entire charging infrastructure and improving the electric vehicle driving experience. Through this acquisition, we took our first step into the public electric charging space and plan to continue to foster innovation at Electromaps.<br> |
| --- | --- |
| 3. | ARES (Acquired in July 2022): ARES is an innovative provider of printed circuit boards and through its<br>acquisition, we expanded our design and manufacturing capabilities and believe this acquisition will increase our innovation cycle time and improve our supply chain resilience. |
| --- | --- |
| 4. | COIL (Acquired in August 2022): COIL is a leading EV charging installer serving the U.S. market, enabling in-house installation and maintenance solutions for commercial, public and residential charging applications. |
| --- | --- |
We are committed to creating solutions that will not only allow for faster, simpler EV charging but that will also change the way the world uses energy.
Reporting Segments
For management purposes, we are organized into business units based on geographical areas and therefore have three existing reportable business segments. Our existing business segments are:
| • | EMEA: Europe-Middle East Asia |
|---|---|
| • | NORAM: North America |
| --- | --- |
| • | APAC: Asia-Pacific |
| --- | --- |
Refer to Note 7 “Operating Segments,” included within our interim condensed consolidated financial statements for further details.
Key Factors Affecting Operating Results
We believe our performance and future success depend on several factors that present significant opportunities for it but also pose risks and challenges, including those discussed below and in the section titled “Risk Factors” in our Public Filings.
Growth in EV Adoption
Our revenue growth is directly tied to the continued acceptance of passenger and commercial EVs sold, which we believe drives the demand for charging products and infrastructure. The market for EVs is still rapidly evolving and although demand for EVs has grown in recent years, there is no guarantee such demand will continue into the future. Factors impacting the adoption of EVs include but are not limited to: perceptions about EV features, quality, safety, performance and cost; perceptions about the limited range over which EVs may be driven on a single battery charge; volatility in the cost of oil, gasoline, and electricity; availability of services for EVs; consumers’ perception about the convenience and cost of charging EVs; government subsidies for EVs and electricity; the development, prevalence and market adoption of EV fleets; and increases in fuel efficiency of non-EV transportation. In addition, macroeconomic factors could impact demand for EVs, particularly since EVs can be more expensive than traditional gasoline-powered vehicles and the automotive industry globally has been experiencing a recent decline in sales. If the market for EVs does not develop as expected or if there is any slow-down or delay in overall EV adoption rates, this would impact our ability to increase our revenue or grow our business.
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Competition
We believe we are currently one of the market leaders in Europe and NORAM in residential EV charging solutions based on the number of charging units sold compared to EVs sold on a country by country basis. We also provide and derive revenue from installation services and Electromaps, our online platform that enables users to find and pay for publicly available charging ports and manage their charging fleet. We intend to expand our market share over time in our product categories, including public charging stations, leveraging the network effect of its products, our partnership with Iberdrola and the Electromaps platform usage. Additionally, we intend to expand and grow our revenues via the rollout of the Supernova and Hypernova public charging stations. Nonetheless, existing competitors may expand their product offerings and sales strategies, and new competitors may enter the market. Furthermore, we encounter competition resulting from acceptance of other types of alternative fuel vehicles, plug-in hybrid electric vehicles and high fuel-economy gasoline powered vehicles. If our market share decreases due to increased competition, our revenue and ability to generate profits in the future may be impacted.
Global Expansion
We operate in Europe, North America, Latin America, and APAC. Europe and North America are expected to continue to be significant contributors to our revenue in future years with manufacturing capacity added to North America in 2022.
The European EV charging market can be characterized as fragmented. There are many small and local players, with only a limited number of parties having sufficient scale and funding to be competitive in the long term. Due to the government incentives currently in place, the EV sales are expected to increase rapidly in Europe, velocity on expansion in each Country will depend on the acceleration or deceleration on those incentives. From a competitive perspective, the North American market has high barriers to entry due to strict certification and validation requirements. Therefore, this market differs from Europe as the market is less fragmented with only a few large players.
Similar to the European market, the APAC market can be characterized as a highly fragmented market with a small number of players that have gained significant scale in the industry. From a technology and pricing perspective, EV charging solutions in APAC are cost-competitive as they can be manufactured at a lower cost point. Our growth in each of our markets requires us to differentiate ourselves as compared to our competition. If we are unable to penetrate, or further penetrate, the market in each of the geographies in which we operate or intend to operate, our future revenue growth and profits may be impacted.
For the six months ended June 30, 2023, our sales in Latin America were not significant, however, we intend to expand our market presence in this region.
Impact of New Product Releases
As we introduce new products, such as the market introduction of our Supernova and Hypernova public charging stations, our profitability may be temporarily impacted by launch costs until our supply chain achieves targeted cost reductions. In addition, we may accelerate our operating expenditures where we see growth opportunities which may impact profitability until upfront costs and inefficiencies are absorbed and normalized operations are achieved. We also continuously evaluate and may adjust our operating expenditures based on our launch plans for our new products, as well as other factors including the pace and prioritization of current projects under development and the addition of new projects. As we attain higher revenue, we expect operating expenses as a percentage of total revenue to continue to decrease in the future as we focus on increasing operational efficiency and process automation.
Government Mandates, Incentives and Programs
The U.S. federal, state, and local governments, European member states, and China provide incentives to end users and buyers of EVs and EV charging products in the form of rebates, tax credits and other financial incentives. These governmental rebates, tax credits and other financial incentives significantly lower the effective price of EVs and EV charging products or stations to customers. However, these incentives may expire on specified dates, end when the allocated funding is no longer available, or be reduced or terminated as a matter of regulatory or legislative policy. Any reduction in rebates, tax credits or other financial incentives could reduce the demand for EVs and for charging infrastructure, including infrastructure offered by us.
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In the fall of 2021, the Infrastructure Investment and Jobs Act (“IIJA”), a bipartisan infrastructure bill, was signed into law in the United States. The IIJA authorized almost $20 billion to fund new and existing EV-related programs, including $5 billion in new funding to develop and build a nationwide network of half a million EV charging stations, also referred to as the National Electric Vehicle Infrastructure Formula Program (often called “the NEVI Program”); $2.5 billion for publicly accessible alternative fuel infrastructure (i.e., EV charging stations and hydrogen, propane and natural gas fueling infrastructure), referred to as the competitive Charging and Fueling Infrastructure Grants program (the “Competitive Grants Program”); and approximately $11 billion in funding to transition public transportation vehicles including school buses and transit buses to zero-emissions alternatives.
NEVI Program
Under the NEVI Program, eligible public entities like Wallbox may engage with operators and project managers to acquire and install EV charging stations in their designated areas. This program is intended to provide funding to states to deploy EV charging infrastructure and establish a network to facilitate data collection, access and reliability. The first stage of funding is expected to be focused on building a national EV charging station network, primarily along interstate highways. Throughout 2022, the Federal Highway Administration (“FHWA”), the U.S. Department of Transportation, and the U.S. Department of Energy published guidance for the NEVI Program, and announced that all 50 states had submitted their EV Infrastructure Deployment Plans. These plans, a prerequisite to receiving funding under the program, indicate how each state intends to utilize the funding it receives under the NEVI Program.
In addition, in June of 2022, the FHWA issued a Notice of Proposed Rulemaking (“NOPR”) on minimum standards and requirements for projects funded under the NEVI Program and for funded EV charger construction projects. The NOPR seeks to ensure there will be a nationwide network of EV chargers that can be used by any type of EV. The NEVI Program also has several guidelines in the use of program funds relating to user experience and reliability, strategic and efficient locations, equity, labor and workforce, private investment and data and cybersecurity, among other things. Worth noting, with respect to user experience and reliability, under the NEVI Program charging infrastructure must be interoperable across payment systems, EV brands, EV supply equipment, EV service providers, and the grid and must also provide 24-hour access to power on a reliable network and achieve 97% reliability.
Both the NEVI Program and the Competitive Grants Program prioritize charging infrastructure along the National Alternative Fuels Corridor, a network of highways nominated by states with charging stations to be open to the public and easily accessible. We have targeted these funding programs and intend on participating as either a direct recipient or by supporting charging equipment operators that have selected our hardware. If our equipment fails to meet the standards or requirements implemented in connection with these programs, we may not be able to access those funds.
Inflation Reduction Act
In the United States, with the passage of the Inflation Reduction Act, the Biden administration has committed over $369 billion towards climate investments, representing the largest single investment in this area in the country’s history. The package includes both consumer and corporate incentives and loans with the aims of reducing emissions by 40% by 2030. However, new tariffs and policy incentives implemented by the Biden Administration that favor equipment manufactured by or assembled at American factories, could put us at a competitive disadvantage if we are not able to develop our U.S. manufacturing capacity on the timelines we currently expect or at all, including by increasing the cost or delaying the availability of charging equipment, by challenging or eliminating our ability to apply or qualify for grants and other government incentives, or by disqualifying us from the ability to compete for certain charging infrastructure buildout solicitations and programs, including those initiated by federal government agencies.
Penetration into the Public Market
We commenced commercialization of the Supernova, our first DC fast charger for public use, during the first quarter of 2022. We have signed letters of intent (“LOI”) to collaborate with some of the world’s biggest utility companies for delivery of Supernova, and expect in the future to expand beyond utilities into additional distribution channels. As of June 30, 2023, Iberdrola had purchased 85 public chargers under its prior expressions of interest to purchase 10,000 public chargers. Our offering of public charging solutions is complemented through Electromaps, an online platform that
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enables users to find publicly available charging ports and pay for their use. We have established partnerships in Europe with operators of charging points that allow users to pay for their charging directly via Electromaps. We intend to extend these relationships with charging operators outside of Europe and enable this payment feature globally.
Seasonality
Our business is seasonal in nature. Typically, consumers purchase more EVs in the second half of the year, particularly in the fourth quarter, and the seasonal variation in the timing of sales of our residential products tend to be correlated with sales of EVs. As a result, sales in the second half, and particularly in the fourth quarter, would, after controlling for our growth, be higher than in the first half of the fiscal year and our results of operations may be subject to seasonal fluctuations as a result.
Impact of COVID-19
The COVID-19 pandemic has had an impact on the macroeconomic climate generally and on our business specifically. In particular, changes in consumer and business behavior, pandemic fears and market downturns and restrictions on business and individual activities, created significant volatility in the global and domestic economies and led to reduced economic activity, supply chain disruptions, including charging equipment supply chain and shipping constraints, and inflationary pressures. COVID-19 has also disrupted the manufacturing, delivery and overall supply chain of vehicle manufacturers and suppliers and has led to a decrease in vehicle sales, including EV sales, in markets around the world, and the accompanying demand for our charging products and services. Although the World Health Organization has declared COVID-19 an established and ongoing health issue that no longer constitutes a public health emergency of international concern, new variants continue to emerge and continue to have an adverse effect on the global economy. The ultimate economic impact of the COVID-19 pandemic remains unknown, and the extent to which the pandemic could continue to, or ultimately, adversely affect our business, results of operations and financial condition will depend on future development that are uncertain and unpredictable. For example, as a result of recent government-imposed lockdowns in Shanghai, we have experienced delays in the receipt of certain raw materials and components, as well as delays in customer deliveries.
Impact of the war between Russia and Ukraine
As a result of the war between Russia and Ukraine as well as escalating tensions along the U.S. and certain allies in Europe imposed sanctions on Russia and could impose further sanctions against it. Russia could respond in kind. Sanctions imposed by any of these countries could disrupt our supply of critical components among our manufacturing facilities in Barcelona as well as our production and the sales of EVs. As a result of the war, we stopped selling our products in Ukraine and Russia, and will not pursue new opportunities with customers in those countries. Although such sales in these regions have not been significant to our business (€147 thousand in the year ended December 31, 2022, before we stopped selling our products in Ukraine and Russia), if the war were to be extended worldwide, this could cause additional disruptions to our operations. Such disruptions could negatively affect our ability to provide critical components to affiliates or produce finished goods for customers, which could increase our costs, require capital expenditures and harm our results of operations and financial condition. We continue to monitor the situation closely.
The Global Economic Environment
Certain factors in the global economic environment that may impact our global operations include, among other things currency fluctuations, capital and exchange controls, food supply, global economic conditions including inflation, restrictive government actions, changes in intellectual property, legal protections and remedies, trade regulations, tax laws and regulations and procedures and actions affecting approval, production, pricing, and marketing of, reimbursement for and access to our products, as well as impacts of political or civil unrest or military action, including the current conflict between Russia and Ukraine, tensions between China and the U.S., the U.K., the EU, India and other countries that were heightened during 2021, terrorist activity, unstable governments and legal systems, inter-governmental disputes, public health outbreaks, epidemics, pandemics, natural disasters or disruptions related to climate change. During 2022, global supply chains experienced disruptions that impacted and continues to impact delivery rates of electric vehicles. As a result, in January 2023, we announced cost reduction measures balanced between operating and personnel expenses, impacting approximately 15% of our workforce.
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Key Components of Results of Operations
Revenue
Our revenue consists of retail sales and sales from distributors, resellers and installer customers of charging solutions for EVs, which includes electronic chargers and other services. We recognize revenue from contracts with customers when control of the goods or services are transferred to the customer at an amount that reflects the consideration to which we expect to be entitled in exchange for those goods or services.
Sale of Chargers
Revenue related to the sale of chargers consists of sales of public and home & business charging devices, as well as accessories. Revenue from the sale of goods is recognized at the point in time when control of the asset is transferred to the customer, generally when the charger leaves our warehouse.
As of September 28, 2022, we had commercialized our Supernova public chargers. We expect sales of all of our public chargers, including Hypernova, will be fully commercialized in 2024. During the six months ended June 30, 2023, we continued expansion of our European footprint, our most mature market, and focused on the expansion of the NORAM and APAC markets.
Sale of Services
Revenue related to the rendering of services consists of installation services and software services, including subscription fees from businesses and fleets through “myWallbox” and commissions obtained from every charging transaction carried out through Electromaps, although, at this time, such revenue consists primarily of installation services.
Revenue from contracts with customers for installation services is recognized when control of the services are transferred to the customer (at a point in time given the short period that the service is rendered). Revenue is recognized at an amount that reflects the consideration to which we expect to be entitled in exchange for those services. For installations’ contracts, where the time required to complete execution is longer, the revenue recognition for each period is calculated taking into account the percentage of completion at the end of each financial period, considering the work in progress and the costs incurred until this date compared to the budgeted costs.
Changes in Inventories and Raw Materials and Consumables Used
Changes to inventory are recorded in consumption of finished goods, raw materials and other consumables. Inventory consists of electric chargers and related parts, which are available for sale or for warranty requirements. Inventories are stated at the lower of cost or market. Cost is determined by the first-in, first-out method. Inventory that is sold to third parties is included within changes in inventories and raw materials and consumables used. We periodically review for slow-moving, excess or obsolete inventories. Products that are determined to be obsolete, if any, are written down to net realizable value.
Employee Benefits
Employee benefits consist primarily of wages and salaries, share-based payment plan expenses and social security. We have 6 different share-based plans: (i) Management Stock Option Plan (“MSOP”), (ii) Employee Stock Option Plan (“ESOP”), (iii) Founders Stock Option Plan, (iv) Restricted Stock Units (“RSU”), (v) Restricted Stock Units for Management (“RSU Management”) and (vi) Amended and Restated 2021 Employee Stock Purchase Plan (“ESPP”). For the MSOP, ESOP and RSU we record share-based payments based on the estimated fair value of the award at the grant date. It is recognized as an expense in the consolidated statements of profit or loss over the requisite service period. The estimated fair value of the award granted after the Business Combination (as defined below) is based on the market price of our common stock listed in the New York Stock Exchange on the date of grant.
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For the Founder Stock Option Plan, we record share-based payments based on the estimated fair value using the American Option Chain and considering the conditions established in the plan. This plan is considered fully vested from their date of concession.
For RSU Management, we record share-based payments based on the estimation of fair value in each tranche under such plan. In the first tranche, the fair value is determined by discounting the forward price of our stock at each vesting date. The price with respect to the first tranche is the spot price on the grant date. Such price is recognized as an expense in the consolidated statements of profit or loss over the requisite service period. In the remaining tranches, the fair value has been based on our price developments according to the Black-Scholes model. Prices for each averaging window are obtained via Monte Carlo simulation and are vested taking into account the conditions established in such plan.
In January 2023, we launched an offering under the ESPP for a length of one year, with the purpose of increasing employee engagement and motivation. The offering has been designed in accordance with the 2021 Employee Stock Purchase Plan approved by the Company upon listing in October 2021. The ESPP consists of an offer to buy a maximum of 20,000 Class A Shares (as defined below) by each of our employees who participate in the ESPP with a discount of up to 15%, with a limit of 1% to 10% of annual salary per year.
Other Operating Expenses
Other operating expenses primarily consist of professional services, marketing expenses, external temporary workers expense, delivery expense, insurance premiums and other expenses, including leases of machinery with lease terms of twelve months or less and leases of office equipment with low value, including IT equipment. We expect our operating expenses to increase in absolute euro amounts as we continue to grow our business but to decrease over time as a percentage of revenue. Since the Business Combination (as defined below), we have incurred and expect to continue incurring additional expenses as a result of operating as a public company, including expenses necessary to comply with the rules and regulations applicable to companies listed on a national securities exchange and related to compliance and reporting obligations pursuant to the rules and regulations of the SEC, as well as higher expenses for general and director and officer insurance, investor relations and other professional services.
Amortization and Depreciation
Depreciation, amortization and accretion relates to our intangible assets, right-of-use assets, property and equipment.
Net Other income
Other income consists of all other income and expenses linked to activities that are outside the core of our operating activities and may include income or losses related to gain or loss of assets, liabilities, and grants.
Operating Loss
Operating loss consists of our revenue and net other income less changes in inventories and raw materials and consumables used, employee benefits, other operating expenses and amortization and depreciation.
Financial Income and Financial Expenses
Financial income consists of interest income on outstanding cash positions and fair value adjustments on the valuation of financial instruments. Financial expenses consist of interest expense on loan and borrowings including leases, fair value adjustments on the convertible bonds, valuation of financial instruments and the unwinding effect on the put option liabilities. During 2022, we finished implementing a cash pool system within our subsidiaries that, as of June 30, 2023, did not have any significant impact upon our net finance cost.
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Change in Fair Value of Derivative Warrant Liabilities
On October 1, 2021, Wallbox Chargers S.L.U. entered into a business combination agreement with the SPAC, Kensington Capital Acquisition Corp. II (“Kensington”), as a result of which we became a publicly traded company on the New York Stock Exchange (the “Business Combination”). At the closing of the Business Combination 5,750,000 warrants originally issued to public shareholders of Kensington in connection with its initial public offering were converted into warrants to purchase one Class A ordinary share, nominal value €0.12 per share of Wallbox N.V. (”Class A Share”) at a price of $11.50, subject to adjustment, (the “Public Warrants”) and 8,933,333 warrants originally issued to certain shareholders of Kensington in a private placement transaction that occurred concurrently with the closing of Kensington’s initial public offering were converted into warrants to purchase one Class A Share at a price of $11.50 per share, subject to adjustment, (the “Private Warrants”). Public and Private Warrants originally issued by Kensington to its public shareholders and its sponsors were converted on the closing date of the Business Combination into a right to acquire one Class A Share on substantially the same terms as were in effect immediately prior to the closing date. These warrants were considered part of the net assets of Kensington at the time of the Business Combination.
According to management’s assessment, both the Public and Private Warrants fall within the scope of IAS 32 and have been classified as a derivative financial liability. In accordance with IFRS 9 guidance, derivatives that are classified as financial liabilities shall be measured at fair value with subsequent changes in fair value to be recognized in profit and loss.
In addition, during the six months ended June 30, 2023, we issued warrants to Banco Bilbao Vizcaya Argentaria S.A. (“BBVA”) in connection with the Facility Agreement (as defined below) with BBVA. On February 9, 2023 we entered into a warrant agreement and a subscription agreement with BBVA whereby BBVA subscribed for and acquired, an aggregate of 1,007,894 warrants exercisable for 1,007,894 of our Class A Shares, par value nominal value of €0.12 per share for an exercise price of $5.32 per share (the “BBVA Warrants”).
The Public Warrants are listed and have been measured at fair value using the quoted price (Level 1). As of June 30, 2023, the fair value of the Public and Private Warrants was $0.49 based on the public quote of the Public Warrants. The fair value of the BBVA Warrants was $2.80 based on a Black-Scholes valuation methodology for options and warrants.
Share Listing Expenses
The contribution in kind of Kensington shares has been accounted for within the scope of IFRS 2. Therefore, Kensington has been treated as the “acquired” company for financial reporting purposes and its net assets have been recognized at historical cost, with no goodwill or other intangible assets recorded. Based on IFRS 2, and from an analysis of the transaction, it has been considered that the excess of fair value of Wallbox shares issued over the fair value of Kensington’s identifiable net assets acquired represents compensation for the service of stock exchange listing for its shares and has been expensed as incurred.
Foreign Exchange Gains/(Losses)
Foreign exchange gains (losses) consist of realized and unrealized gains (losses) on foreign currency transactions and outstanding balances at year-end.
Share of Loss of Equity-Accounted Investees
Share of loss of equity-accounted investees consists of recognized losses attributable to our former 50% interest in Wallbox-Fawsn New Energy Vehicle Charging Technology (Suzhou) Co., Ltd., a joint venture incorporated on June 15, 2019, and over which we had joint control and a 50% economic interest (the “Wallbox-Fawsn Joint Venture”). The principal activity of the joint venture in China was the manufacture and sale of charging solutions with a clear focus on the automotive sector. Due to the losses realized by the Wallbox-Fawsn Joint Venture, the investment value has been zero
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since the year ended December 31, 2020. During the six months ended June 30, 2022, an investment was made, but immediately impaired to the recoverable amount to cover historical losses until 2022. As of December 31, 2022, this investment was classified as an asset held for sale for an amount of €384 thousand. On May 24, 2023, we sold our 50% interest for €390 thousand, of which €94 thousand is expected to be collected during the fiscal year ending December 31, 2025, with the remainder being a non-current receivable.
Income Tax Credit
Income tax credit relates to a percentage of research and development (“R&D”) related expenses that are expected to be eligible for tax deductions. As a result of our tax residency in Spain, the tax credit is available as a deduction for certain eligible R&D expenses, including IT and product development. The year ended December 31, 2020 was the first year in which we applied for such tax deductions, however, we also applied for the tax deduction for the years ended December 31, 2022 and December 31, 2021 and expect we will continue to apply similar tax deductions in subsequent years. As of December 31, 2022, we had recognized €7,335 thousand in tax deductions.
Loss for the Year
Loss for the year or period consists of our operating loss, net financial loss, share of loss of equity-accounted investees and income tax credit.
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Operating Results
Comparison of the six months ended June 30, 2023 and 2022
The results of operations presented below should be reviewed in conjunction with our consolidated financial statements and the notes thereto included in our Annual Report and the interim condensed consolidated financial statements and the notes thereto included in our Interim Report. The following table sets forth our consolidated results of operations data for the six months ended June 30, 2023 and 2022:
| Six Months EndedJune 30, | Variance | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2023Unaudited | 2022Unaudited | % | ||||||||
| ( in thousands, except percentages) | ||||||||||
| Sales of goods | € | 65,746 | ) | (8.3 | %) | |||||
| Sales of services | € | 2,065 | 275.1 | % | ||||||
| Revenue | **** | € | 67,811 | **** | **** | **** | 0.3 | % | ||
| Changes in inventories and raw materials and consumables used | ) | € | (39,871 | ) | ) | 13.7 | % | |||
| Employee benefits | ) | € | (43,399 | ) | ) | 3.8 | % | |||
| Other operating expenses | ) | € | (41,378 | ) | (16.4 | %) | ||||
| Amortization and depreciation | ) | € | (7,999 | ) | ) | 54.8 | % | |||
| Net other income | € | 1,368 | 28.3 | % | ||||||
| Operating Loss | ) | € | (63,468 | ) | ) | **** | 6.5 | % | ||
| Financial income | € | 2,070 | ) | (72.5 | %) | |||||
| Financial expenses | ) | € | (3,437 | ) | ) | 95.1 | % | |||
| Change in fair value of derivative warrant liabilities | € | 62,351 | ) | (99.2 | %) | |||||
| Foreign exchange gains/(losses) | € | (6,082 | ) | 116.2 | % | |||||
| Net Financial Income/(Loss) | ) | € | 54,902 | **** | ) | **** | (108.5 | %) | ||
| Share of loss of equity-accounted investees | € | (714 | ) | 100.0 | % | |||||
| Loss before Tax | ) | € | (9,280 | ) | ) | **** | 678.6 | % | ||
| Income tax credit | € | 589 | 175.2 | % | ||||||
| Loss for the period | ) | € | (8,691 | ) | ) | **** | (66.9 | %) |
All values are in Euros.
Note: “n/m” means the amount was not meaningful.
Revenues
Sales of goods revenue decreased by €5,471 thousand, or 8.3%, for the six months ended June 30, 2023 as compared to the six months ended June 30, 2022, primarily due to the decreased sales of our residential chargers, primarily our Pulsar Plus, which sales are directly correlated to growth in consumer adoption of EVs, together with impacts driven by the reduction on government subsidies in most European countries.
Sales of services revenue increased by €5,680 thousand, or 275.1%, for the six months ended June 30, 2023 as compared to the six months ended June 30, 2022, primarily due to the increase in installation services, which includes the services rendered by COIL, a subsidiary we acquired in the second half of 2022, and software revenue from Electromaps services.
Operating Loss
Expenses related to changes in inventories and raw materials and consumables used increased by €5,457 thousand, or 13.7%, for the six months ended June 30, 2023, as compared to the six months ended June 30, 2022. These expenses increased at a higher rate than our revenues, primarily as a result of expenses associated with the accelerated launch of new products (mainly related to fast charging products ) and changes in product mix.
Employee benefits expense increased by €1,670 thousand, or 3.8%, for the six months ended June 30, 2023, as compared to the six months ended June 30, 2022, primarily reflecting increases of €5,292 thousand relating to the salary increases for existing employees, €3,800 thousand relating to salary costs for additional employees added as a result of the ARES and COIL acquisitions and €2,065 thousand related to costs associated with departures resulting from our previously announced workforce reductions, partially offset by a decrease in share based payment plan expenses of €9,487 thousand.
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Other operating expenses decreased by €6,775 thousand, or 16.4%, for the six months ended June 30,2023, as compared to the six months ended June 30, 2022, primarily due to the reduction of marketing expenses of €9,345 thousand as a consequence of the marketing campaign that occurred during the six months ended June 30, 2022.
Amortization and depreciation increased by €4,381 thousand, or 54.8%, for the six months ended June 30, 2023, as compared to the six months ended June 30, 2022, primarily due to investments in leasehold improvements to the leased headquarters in Barcelona, and factories in Zona Franca and Arlington**,** Texas, and capitalization of internally developed intangibles with respect to EV chargers.
Net other income increased by €387 thousand, or 28.3%, for the six months ended June 30, 2023 as compared to the six months ended June 30, 2022, primarily due to governmental grants recognized.
NetFinancial Income/(Loss)
Financial income decreased by €1,501 thousand for the six months ended June 30, 2023 as compared to the six months ended June 30, 2022, primarily resulting from revaluing the put option liability for Electromaps, S.L. as a consequence of the acquisition on July 27, 2022 of the remaining 49% of share capital of Electromaps, S.L.
Financial expenses increased by €3,267 thousand for the six months ended June 30, 2023 as compared to the six months ended June 30, 2022, primarily due to the impact of the interest and bank fees and expenses incurred as a result of the drawn down of €18,389 thousand under our available lines of credit during the six months ended June 30, 2023. Change in fair value of derivative warrant liabilities decreased by €61,849 thousand for the six months ended June 30, 2023 as compared to the six months ended June 30, 2022, primarily due to the decrease of the fair value of the warrants.
Foreign exchange gains increased by €7,067 thousand for the six months ended June 30, 2023 as compared to the six months ended June 30, 2022, primarily due to fluctuations in USD against the Euro.
Share of Loss of Equity-Accounted Investees
Share of loss of equity-accounted investees decreased by €714 thousand for the six months ended June 30, 2023 as compared to the six months ended June 30, 2022.
On May 24, 2023, we sold our 50% interest in the Wallbox Fawsn Joint Venture for €390 thousand, of which, an amount of €94 thousand is expected to be collected within the twelve months ended June 30, 2025, with the remainder being reported as a non-current receivable. As of each of December 31, 2022 and June 30, 2023, this investment was classified as an asset held for sale for the amount of €384 thousand.
Income Tax Credit
Income tax credit increased by €1,032 thousand, for the six months ended June 30, 2023 as compared to the six months ended June 30, 2022, primarily due to the recognition of a tax credit receivable for certain R&D expenses. No deferred tax assets were recorded for losses carried forward and hence no regular corporate income charge is recorded in both periods.
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Segment Results
EMEA Segment
Comparison of the six months endedJune 30, 2023 and 2022
The following table presents our results of operations at a segment level for EMEA for the six months ending June 30, 2023 and 2022:
| Six Months EndedJune 30, | Variance | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2023Unaudited | 2022Unaudited | % | ||||||||
| ( in thousands, except percentages) | ||||||||||
| Revenue | **** | € | 66,137 | **** | ) | **** | 11.8 | % | ||
| Changes in inventories and raw materials and consumables used | ) | € | (40,164 | ) | n/m | |||||
| Employee benefits | ) | € | (39,794 | ) | 16.0 | % | ||||
| Other operating expenses | ) | € | (33,992 | ) | 16.2 | % | ||||
| Amortization and depreciation | ) | € | (7,377 | ) | ) | 47.6 | % | |||
| Net other income/(expense) | € | 1,360 | 21.8 | % | ||||||
| Operating loss | ) | € | (53,830 | ) | **** | **** | n/m | **** |
All values are in Euros.
Note: “n/m” means the amount was not meaningful.
Revenue decreased by €7,838 thousand, or 11.85%, for the six months ended June 30, 2023, as compared to the six months ended June 30, 2022, primarily due to some Governments in Europe postponing the subsidies to the EV adoption in their countries, which impacted sales of our residential chargers.
Operating loss decreased by €970 thousand for the six months ended June 30, 2023, as compared to the six months ended June 30, 2022, primarily due to the impact of the employee and other operating expenses reduction initiatives commenced in January 2023, amounting €6,351 thousand and €5,516 thousand respectively.
Amortization and depreciation increased by €3,511 thousand for the six months ended June 30, 2023 as compared to the six months ended June 30, 2022 due to investments in leasehold improvements to the leased headquarters in Barcelona and the factory in Zona Franca and depreciation of R&D finalized and commercialized projects that were incorporated into our portfolio.
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NORAM Segment
Comparison of the six months ended June 30, 2023 and 2022
The following table presents our results of operations at a segment level for NORAM for the six months ended June 30, 2023 and 2022:
| Six Months EndedJune 30, | Variance | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2023Unaudited | 2022Unaudited | % | ||||||||
| ( in thousands, except percentages) | ||||||||||
| Revenue | **** | € | 7,593 | **** | **** | **** | 65.0 | % | ||
| Changes in inventories and raw materials and consumables used | ) | € | (5,627 | ) | ) | 45.2 | % | |||
| Employee benefits | ) | € | (3,426 | ) | ) | 228.8 | % | |||
| Other operating expenses | ) | € | (7,541 | ) | 20.6 | % | ||||
| Amortization and depreciation | ) | € | (621 | ) | ) | n/m | ||||
| Net other income/(expense) | € | 7 | n/m | |||||||
| Operating loss | ) | € | (9,615 | ) | ) | 48.6 | % |
All values are in Euros.
Note: “n/m” means the amount was not meaningful.
Revenue increased by €4,933 thousand, 65.0%, for the six months ended June 30, 2023 as compared to the six months ended June 30, 2022 primarily due to the expansion of our sales presence across the region.
Employee benefits increased by €7,839 thousand, primarily due to existing employee salary increases amounting €5,456 thousand and increases corresponding to salary costs for employees added as a result of the COIL acquisition amounting to €2,383 thousand.
Operating loss increased by €4,678 thousand, for the six months ended June 30, 2023, as compared to the six months ended June 30, 2022, primarily due to employee benefits expenses related to salary increases and employees added as a result of the COIL acquisition.
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APAC Segment
Comparison of the six months ended June 30, 2023 and 2022
The following table presents our results of operations at a segment level for APAC for the six months ended June 30, 2023 and 2022:
| Six Months EndedJune 30, | Variance | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2023Unaudited | 2022Unaudited | % | ||||||||
| ( in thousands, except percentages) | ||||||||||
| Revenue | **** | € | 195 | **** | **** | **** | 89.7 | % | ||
| Changes in inventories and raw materials and consumables used | ) | € | (10 | ) | ) | 3,110.0 | % | |||
| Employee benefits | ) | € | (179 | ) | ) | 101.7 | % | |||
| Other operating expenses | ) | € | (40 | ) | ) | 250.0 | % | |||
| Amortization and depreciation | ) | € | (1 | ) | — | |||||
| Net other income/(expense) | € | 1 | — | |||||||
| Operating loss | ) | € | (34 | ) | ) | 1,229.4 | % |
All values are in Euros.
We had revenue of €370 thousand for the six months ended June 30, 2023 and €195 thousand the six months ended June 30, 2022, as a result of our plan to increase activity in this region.
Operating loss for the six months ended June 30, 2023 was €418 thousand higher than the operating loss for the six months ended June 30,2022 mainly due to the increase of €182 thousand on employee benefits and €100 thousand on Other operating expenses as a result of increasing the number of employees on the region.
Reconciliations of Non-IFRS and Other Financial and Operating Metrics
We have included in this Interim Report certain financial measures not based on IFRS, including EBITDA and Adjusted EBITDA (together, the “Non-IFRS Measures”). See the definitions set forth below for a further explanation of these terms.
Management uses the Non-IFRS Measures:
| • | as measurements of operating performance because they assist us in comparing our operating performance on a<br>consistent basis, as they remove the impact of items not directly resulting from our core operations; |
|---|---|
| • | for planning purposes, including the preparation of our internal annual operating budget and financial<br>projections; |
| --- | --- |
| • | to evaluate the performance and effectiveness of our strategic initiatives; and |
| --- | --- |
| • | to evaluate our capacity to fund capital expenditures and expand our business. |
| --- | --- |
The Non-IFRS Measures may not be comparable to similar measures disclosed by other companies, because not all companies and analysts calculate these measures in the same manner. We present the Non-IFRS Measures because we consider them to be important supplemental measures of our performance, and we believe they are frequently used by securities analysts, investors and other interested parties in the evaluation of companies. Management believes that investors’ understanding of our performance is enhanced by including the Non-IFRS Measures as a reasonable basis for comparing our ongoing results of operations. By providing the Non-IFRS Measures, together with reconciliations to IFRS, we believe we are enhancing investors’ understanding of our business and our results of operations, as well as assisting investors in evaluating how well we are executing our strategic initiatives.
Items excluded from the Non-IFRS Measures are significant components in understanding and assessing financial performance. The Non-IFRS Measures have limitations as analytical tools and should not be considered in isolation, or as an alternative to, or a substitute for loss for the period, revenue or other financial statement data presented in our consolidated financial statements as indicators of financial performance. Some of the limitations are:
| • | such measures do not reflect our expenditures, or future requirements for capital expenditures or contractual<br>commitments; |
|---|
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| • | such measures do not reflect changes in our working capital needs; |
|---|---|
| • | although depreciation and amortization are not included in the calculation of Adjusted EBITDA, the assets being<br>depreciated and amortized will often have to be replaced in the future and such measures do not reflect any costs for such replacements; and |
| --- | --- |
| • | other companies may calculate such measures differently than we do, limiting their usefulness as comparative<br>measures. |
| --- | --- |
Due to these limitations, EBITDA and Adjusted EBITDA should not be considered as measures of discretionary cash available to us to invest in the growth of our business and are in addition to, not a substitute for or superior to, measures of financial performance prepared in accordance with IFRS. In addition, the Non-IFRS Measures we use may differ from the non-IFRS financial measures used by other companies and are not intended to be considered in isolation or as a substitute for the financial information prepared and presented in accordance with IFRS. Furthermore, not all companies or analysts may calculate similarly titled measures in the same manner. We compensate for these limitations by relying primarily on our IFRS results and using the Non-IFRS Measures only as supplemental measures.
We define EBITDA as loss for the period before income tax credit, financial income, interest expenses, amortization and depreciation. We define Adjusted EBITDA as loss for the period before amortization and depreciation, income tax credits, and financial income and financial expense, further adjusted to take into account the impact of certain non-cash and other items that we do not consider in our evaluation of ongoing operating performance. These non-cash and other items include, but not are limited to, change in fair value adjustment of convertible bonds, change in fair value of derivative warrant liabilities, share listing expenses, foreign exchange gains/(losses), share based payment plan expenses, transaction costs related to the Business Combination and other items outside the scope of our ordinary activities.
The following table reconciles Adjusted EBITDA to the most directly comparable IFRS financial measure, which is loss for the period:
| Six Months Ended June 30, | ||||||
|---|---|---|---|---|---|---|
| € in thousands | 2023Unaudited | 2022Unaudited | ||||
| Loss | € | (70,632 | ) | € | (8,692 | ) |
| Income tax credit | € | (1,621 | ) | € | (589 | ) |
| Amortization and depreciation | € | 12,380 | € | 7,999 | ||
| Financial income | € | (569 | ) | € | (2,070 | ) |
| Financial expense (1) | € | 6,704 | € | 3,437 | ||
| EBITDA | € | (53,738 | ) | € | 85 | **** |
| Fair value adjustment of convertible bonds (2) | € | — | € | — | ||
| Change in fair value of derivative warrant liabilities (3) | € | (502 | ) | € | (62,351 | ) |
| Share listing expense (4) | € | — | € | — | ||
| Foreign exchange gains/(losses) | € | (985 | ) | € | 6,082 | |
| Share based payment plan expenses (5) | € | 11,059 | € | 20,546 | ||
| Transaction costs relating to the Business Combination (6) | € | — | € | — | ||
| Other items (7) | € | (1,755 | ) | € | (1,368 | ) |
| One-time expenses (8) | € | 2,208 | € | — | ||
| Other non-cash expenses (9) | € | 815 | € | — | ||
| Adjusted EBITDA | € | (42,898 | ) | € | (37,005 | ) |
| (1) | Financial expenses is comprised of interest and fees on bank loans, interest on lease liabilities, interest on<br>shareholder and other borrowings, interest on convertible bonds, accretion of discount on put option liabilities and other finance costs (such as fair value loss on financial investments and impairment on financial investments), excluding fair value<br>adjustment of convertible bonds. | |||||
| --- | --- |
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| (2) | Represents expenses related to fair value of convertible bonds. |
|---|---|
| (3) | Represents expenses or incomes related to change the fair value of the warrant liabilities. Please refer to<br>Note 12 to our interim condensed consolidated financial statements include elsewhere in the Interim Report. |
| --- | --- |
| (4) | The excess of fair value of shares we issued in connection with the Business Combination over the fair value of<br>Kensington’s identifiable net assets acquired was deemed to represent compensation for the service of stock exchange listing for its shares and was accordingly expensed as incurred. |
| --- | --- |
| (5) | Represents share-based payments expense. Please refer to Note 20 to our interim condensed consolidated<br>financial statements include elsewhere in the Interim Report. |
| --- | --- |
| (6) | Represents expenses related to the Business Combination. |
| --- | --- |
| (7) | Other items consist of all other income and expenses linked to activities that are outside the core of our<br>operating activities and may include income or losses related to gain or loss of assets, liabilities, and grants. The amounts set forth in the table above represent net other income for the periods presented. |
| --- | --- |
| (8) | One-time expenses consist legal expenses related to collective<br>dismissal process initiated in January 2023 and completed in March 2023, severance payments to the employees that have left the Company and the provision for indemnities related to litigation involving certain former employees.<br> |
| --- | --- |
| (9) | Other non-cash expenses consist of<br>non-cash expenses related to the ESPP plan launched in January 2023. |
| --- | --- |
Liquidity and CapitalResources
Sources of Liquidity
We have a history of operating losses and negative operating cash flows. We have experienced net losses and significant cash outflows from cash used in operating activities over the past years as it has been investing significantly in the development of its EV charging products. During the six months ended June 30, 2023, we incurred a loss of €70.6 million and net cash used in operating activities of €44.5 million, and for the six months ended June 30, 2022, we incurred a loss for the period of €8.7 million and net cash used in operating activities of €50.8 million. During the year ended December 31, 2022, we incurred a loss for the year of €62.8 million and net cash used in operating activities of €136.3 million, and for the fiscal year ended December 31, 2021, we incurred a loss for the year of €223.8 million and net cash used in operating activities of €69.6 million.
As of June 30, 2023 and 2022, we had cash and cash equivalents of €105.6 million and €119.9 million, respectively, and an accumulated deficit of €377.3 million and €252.6 million, respectively. As of December 31, 2022 and 2021, we had cash and cash equivalents of €83.3 million and €113.9 million, respectively, and an accumulated deficit of €306.7 million and €243.9 million, respectively. Our current working capital needs relate mainly to the growth of the current business and continuing operations. Our ability to expand and grow our business will depend on many factors, including our working capital needs and the evolution of our operating cash flows. Our primary cash requirements include operating expenses, satisfaction of commitments to various counterparties and suppliers, and capital expenditures (including property and equipment). Our principal uses of cash in recent periods have been funding of our operations and development of intangibles with respect to EV chargers and energy management software.
16
In assessing the going concern basis of presentation, we had to estimate expected cash flows for the next 12 months, including its compliance with covenants, exercise of warrants and availability of other financial funding from banks. Based on these estimations, management believes that our sources of liquidity will be sufficient to meet our business needs and expected cash outflows for at least the next 12 months. Although the expectation for the coming year is to continue to have net losses and the Company expects to continue to make investments, we also expect these sources of liquidity will be sufficient to fund our long-term contractual obligations and capital needs. However, this is subject, to a certain extent, to general economic, financial, competitive, regulatory and other factors that are beyond our control. If we are unable to generate sufficient cash flows from operations in the future, we may have to obtain additional financing, which may include equity or debt issuances and/or credit financing. If we obtain additional capital by issuing equity, the interests of our existing shareholders will be diluted and, if we incur additional indebtedness, that indebtedness may contain significant financial and other covenants that may significantly restrict our operations. We cannot assure you that we could obtain additional financing on favorable terms or at all.
Our primary sources of liquidity have historically been cash generated from operations, the issuance of debt and equity instruments and under bank loans.
In April 2021, we entered into a loan agreement with Banco Santander, S.A. for a loan in the amount of €12.6 million with a maturity of 2027 to finance the investments for a new factory in Zona Franca, Barcelona. As of June 30, 2023, the interest rate was 12-month EURIBOR plus 6.79%. Among other things, this loan originally prohibited the payment of dividends and the incurrence of liens without equally and ratably securing such loan, although in September 2021 we obtained a waiver of the loan’s prohibition of the payment of dividends. During 2021, convertible bonds were issued for an amount of €34.6 million.
On December 30, 2022, we entered into a loan agreement with Banco Santander, S.A. for a loan in the amount of €17.9 million, with a maturity date in 2029 and as of June 30, 2023, the interest rate in effect was 12-month EURIBOR plus 6.79%.
On February 9, 2023 (the “Facility Closing Date”), Wallbox, as guarantor, and its wholly-owned direct Spanish subsidiary, Wall Box Chargers, S.L.U., as borrower (the “Borrower”) entered into a Facility Agreement (the “Facility Agreement”) with BBVA. The Facility Agreement provides for an aggregate term loan commitment of €25.0 million (the “Facility”), and we received net borrowings of €24.6 million after deducting fees and expenses. As of June 30, 2023, the interest rate was 1-month EURIBOR plus 8%.
The Facility is secured by certain intellectual property rights. The Facility matures on the fourth anniversary of the Facility Closing Date and under certain circumstances may be extended to mature on the fifth anniversary of the Facility Closing Date. The Borrower is permitted to prepay the Facility in whole or in part upon notice thereof in accordance with the terms of the Facility Agreement. Upon an event of default specified in the Facility Agreement that remains uncured after 15 business days, the Facility may become due and payable in full upon provision of notice thereof in accordance with the terms of the Facility Agreement. The Facility Agreement contains affirmative and negative covenants, including without limitation a minimum cash requirement and restrictions on incurrence of additional debt, liens, fundamental changes, asset sales, restricted payments and transactions with affiliates. The Facility Agreement also contains financial covenants regarding maintenance as of the end of each fiscal quarter of a maximum senior net debt to gross profit ratio ranging from 1.60x in 2023 to 0.60x in 2026 and thereafter and a minimum level of shareholders’ equity of 0.00. The Facility Agreement is governed by Spanish law.
Substantially concurrently with the closing of the Facility Agreement and in consideration thereof, we entered into a Warrant Agreement (the “Warrant Agreement”) and Subscription Agreement (the “Subscription Agreement”) with BBVA (together with its assignees, the “Warrantholder”) pursuant to which we issued to the Warrantholder, and the Warrantholder subscribed for and acquired, an aggregate of 1,007,894 warrants exercisable for 1,007,894 Class A Shares, for an exercise price of $5.32 per share. The Warrant Agreement provides for a redemption right in favor of Wallbox when the Class A Shares achieve a value of $11.00 per share.
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As of December 31, 2022 and June 30, 2023, respectively, we were in compliance with the covenants under our the agreements governing our indebtedness.
On April 3, 2023, we entered into an Equity Distribution Agreement with Canaccord Genuity LLC (“Canaccord”) and Oppenheimer & Co. Inc. (“Oppenheimer”) with respect to the offer and sale of our Class A Shares, with aggregate offering price of up to $100,000,000, from time to time, establishing an at the market program (the “ATM Program”) under which Canaccord and Oppenheimer will act as sales agents. During the six months ended June 30, 2023, 2,558,914 Class A Shares were sold under the ATM Program for net proceeds of €6,654,838 ($7,284,487).
On December 5, 2022, we completed a private placement of our Class A Shares and issued and sold 8,176,694 Class A Shares for aggregate gross proceeds of $43.5 million (€41.7 million) to certain existing investors and strategic partners at a price of $5.32 per share. Investors in the transaction included, among others, Iberdrola and Kensington Capital Partners, both strategic partners and current shareholders, Infisol 3000 and Orilla Asset Management, S.L. (“Orilla”), current shareholders each of which have a seat on our Board of Directors, and Enric Asunción, Co-founder and CEO of the Company.
On June 15, 2023, we completed a private placement of our Class A Shares and issued and sold 18,832,432 Class A Shares for aggregate gross proceeds of $48.6 million (€44.9 million) to certain existing investors at a price of $2.58 per share. Investors in the transaction included, among others, Orilla, a current shareholder holding a seat on our Board of Directors, other of the Company’s existing shareholders and Enric Asunción, co-founder and CEO of the Company.
Liquidity Policy
As an early-stage company, we maintain a strong focus on liquidity and define our liquidity risk tolerance based on sources and uses to maintain a sufficient liquidity position to meet our obligations under both normal and stressed conditions. We manage our liquidity to provide access to sufficient funding to meet our business needs and financial obligations, as well as capital allocation and growth objectives.
Cash Flow Summary
The following table summarizes our cash flows for the six months ended June 30, 2023 and 2022:
| Six Months EndedJune 30, | Variance | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| 2023Unaudited | 2022Unaudited | % | |||||||
| ( in thousands, except percentages) | |||||||||
| Net cash used in operating activities | ) | € | (50,758 | ) | 12.4 | % | |||
| Net cash from (used) in investing activities | ) | € | 20,987 | (238.4 | %) | ||||
| Net cash from financing activities | € | 27,057 | 259.1 | % |
All values are in Euros.
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Operating Activities
Net cash used in operating activities decreased by €6,299 thousand, or 12.4%, for the six months ended June 30, 2023 as compared to the six months ended June 30, 2022, primarily due to fluctuations of working capital usage which was higher in the six months ended June 30, 2022, as compared to same period in the current year as a result of greater customer collections during the six months ended June 30, 2023.
Investing Activities
Net cash from in investing activities decreased by €50,041 thousand, or 238.4%, for six months ended June 30, 2023 as compared to the six months ended June 30, 2022, primarily due to the impact of collection proceeds from sale of financial assets at fair value through profit or loss of €54,335 thousand occurred during the six months ended June 30, 2022.
Financing Activities
Net cash from financing activities increased by €70,103 thousand, or 259.1%, for the six months ended June 30, 2023, as compared to the six months ended June 30, 2022, primarily due to the cash flow from proceeds from the conversion of warrants of €784 thousand, proceeds from loans net of repayments of €22,789 thousand and the proceeds from issuing equity instruments of €51,165 thousand, of which €44,949 thousand relate to the private placement and €6,216 thousand relate to shares sold under the ATM program.
Critical Accounting Policies and Estimates
Our discussion and analysis of our financial condition and results of operations is based on our consolidated financial statements, which have been prepared in accordance with IFRS. The preparation of these financial statements requires us to make estimates, assumptions and judgements that affect the reported amounts of assets, liabilities, revenues, costs and expenses. We evaluate our estimates and judgements on an ongoing basis, and our actual results may differ from these estimates. We base our estimates on historical experience, known trends and events, contractual milestones and other various factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgements about the carrying value of assets and liabilities that are not readily apparent from other sources.
Our critical accounting estimates and judgments are described in Note 3 “Use of Judgements and Estimates,” within our interim condensed consolidated financial statements included in the Interim Report. Actual results may differ from these estimates.
Going concern
Our interim condensed consolidated financial statements included in the Interim Report have been prepared assuming we will continue as a going concern. The going concern basis of presentation assumes that we will continue in operation for at least a period of one year after the date such financial statements are issued and contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.
We experienced net losses and significant cash outflows from cash used in operating activities over the past years as we have been investing significantly in the development of EV charging products. During the six months ended June 30, 2023, we incurred a consolidated net loss of €70.6 million, and cash used in operations of €44.5 million, and during the six months ended June 30, 2022, we incurred a loss for the period of €8.7 million and net cash used in operating activities of €50.8 million. As of June 30, 2023, we had an accumulated deficit of €377.3 million and cash and cash equivalents of €105.6 million.
19
In assessing the going concern basis of preparation of the interim condensed consolidated financial statements, we had to estimate the expected cash flows for the next twelve months, including the compliance with covenants, exercise of warrants and availability of other financial funding from banks.
Based on the above, our management believes that we are able to continue in operational existence, meet our liabilities as they fall due, operate within its existing facilities, and meet the business plan for a period of at least twelve months from the date of issuance of our interim condensed consolidated financial statements.
As a result, the interim condensed consolidated financial statements included in our Interim Report have been presented on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. Accordingly, we continue to adopt the going concern basis in preparing our unaudited interim condensed consolidated financial statements for the six months ended June 30, 2023.
Impairment of non-current assets (includingGoodwill)
Goodwill is tested for impairment at cash-generating-unit level (“CGU”) on an annual basis or if an event occurs or circumstances change that could reduce the recoverable amount of a CGU below its carrying value. These events or circumstances could include a significant change in the business climate, legal factors, operating performance indicators, competition, or sale or disposition of a significant portion of a reporting unit.
We make judgments about the recoverability of non-current assets with finite lives whenever events or changes in circumstances indicate that an impairment may exist. Recoverability of these assets with finite lives is measured by comparing the carrying amount of the asset to the future undiscounted cash flows the asset is expected to generate. If the asset is considered to be impaired, the amount of any impairment is measured as the difference between the carrying value and the recoverable amount of the impaired asset. Assumptions and estimates about future values and remaining useful lives of our non-current assets are complex and subjective. They can be affected by a variety of factors, including external factors such as industry and economic trends, and internal factors such as changes in our business strategy and our internal forecasts.
In order to determine the recoverable amount, we estimate expected future cash flows from the assets and apply an appropriate discount rate to calculate the present value of these cash flows. Future cash flows are dependent on whether the budgets and forecasts for the next five years are achieved, whereas the discount rates depend on the interest rate and risk premium associated with each of the companies.
As described in Note 10, there was no impairment of goodwill or non-current assets for the six months ended June 30, 2023 and June 30, 2022. There was no impairment as well for the years ended December 31, 2022 and 2021.
Capitalization of development costs and determination of the useful life of intangible assets
We review expenditures, including wages and benefits for employees, incurred on development activities and based on their judgment of the costs incurred assesses whether the expenditure meets the capitalization criteria set out in IAS 38 and the intangible assets accounting policy within Note 10 of the interim condensed consolidated financial statements included in our Interim Report. We specifically consider if additional expenditure on projects relates to maintenance or new development projects with only the new developments qualifying to be capitalized.
The useful life of capitalized development costs is determined by management at the time the newly developed charger is brought into use and is regularly reviewed for appropriateness. For unique charger products controlled and developed by us, life is based on historical experience with similar products as well as anticipation of future events, which may impact their useful economic life, such as changes in technology.
20
Business Combinations
We account for business combinations using the acquisition method when the acquired set of activities and assets meets the definition of a business and control is transferred to us. In determining whether a particular set of activities and assets is a business, we assess whether the set of assets and activities acquired includes, at a minimum, an input and substantive process and whether the acquired set has the ability to produce outputs.
We determine and allocate the purchase price of an acquired business to the assets acquired and liabilities assumed as of the business combination date. The purchase price allocation process requires us to use significant estimates and assumptions with respect to the identification of assets previously not recognized such as customer relations, brand name and intangible assets and the determination of the fair value of assets and liabilities acquired.
During the six months ended June 30, 2023, no new business combinations have occurred. The business combinations that occurred in 2022 and 2021 related to the transactions between us, Wallbox Chargers S.L.U. and Kensington, Intelligent Solutions AS, Electromaps, S.L., AR Electronic Solutions, S.L. and Coil, Inc., finalized in 2022 and 2021.
Share-Based Payment
We measure equity settled share-based payments at fair value at the date of grant and expense the cost over the vesting period, based upon management’s estimate of equity instruments that will eventually vest, along with a corresponding increase in equity and record solely within general and administrative expenses. At each statement of financial position date, management revises its estimate of the number of equity instruments expected to vest as a result of the effect of non-market-based vesting conditions. The impact of the revision of the original estimates, if any, is recognized in profit or loss such that the cumulative expense reflects the revised estimate, with a corresponding adjustment to equity reserves.
Prior to completion of the Business Combination, as Wallbox Chargers S.L.U. ordinary shares were not listed on a public marketplace, the calculation of the fair value of its ordinary shares was subject to a greater degree of estimation in determining the basis for share-based options that it issued. Given the absence of a public market, we were required to estimate the fair value of the ordinary shares at the time of each grant.
We determined the value of our ordinary shares based on interpolating from the valuations in our most recent external equity financing rounds and, subject to discounts for the probability and timing of an exit event and lack of marketability, among other factors. After the business combination, we determine the fair value of the share options using techniques consistent with generally accepted valuation methodologies for pricing financial instruments.
The assumptions underlying the valuations represent our best estimates, which involve inherent uncertainties and the application of management judgment. The Company’s management measures equity settled share-based payments at fair value at the date of grant and expenses the cost over the vesting period, based upon management’s estimate of equity instruments that will eventually vest, along with a corresponding increase in equity. At each statement of financial position date, management revises its estimate of the number of equity instruments expected to vest as a result of the effect of non-market-based vesting conditions. The impact of the revision of the original estimates, if any, is recognized in profit or loss such that the cumulative expense reflects the revised estimate, with a corresponding adjustment to equity reserves.
Refer to Note 20 “Employee Benefits,” included within our unaudited interim condensed consolidated financial statements included in our Interim Report for the outstanding common stock options and related activity from December 31, 2022 to June 30, 2023 and assumptions used in calculating the stock option awards granted during this period.
21
Income Taxes
Deferred tax assets are recognized to the extent that it is probable future taxable profits will be available against which the temporary differences can be utilized. In order to determine the amount of the deferred tax assets to be recognized, we consider the amounts and dates on which future taxable profits will be obtained and the reversal period for taxable temporary differences. We have not recognized deferred tax assets as of June 30, 2023 and June 30, 2022. The key area of judgment is therefore an assessment of whether it is probable that there will be suitable taxable profits against which any deferred tax assets can be utilized. The existence of unused tax losses, as well as our history of not generating tax profits, indicates that future taxable profit may not be available to the Group, at least for the near and medium term, as the Company is early stage. Having considered all evidence available and the current investment phase, management determined that is probable that future taxable profits will not be available against which we will be able to offset our tax losses. Accordingly, no deferred tax asset has been recognized in the financial statements. We operate in a number of international tax jurisdictions.
Research and development tax credit is recognized as an asset once it is considered that there is sufficient assurance that any amount claimable will be received. The key judgment therefore arises in respect of the likelihood of a claim being successful when a claim has been quantified but has not been received. In making this judgment we consider the nature of the claim and in particular the track record of success of previous claims.
We are subject to income taxes in numerous jurisdictions and there are transactions for which the ultimate tax determination cannot be assessed with certainty in the ordinary course of business. We recognize a provision for situations that might arise in the foreseeable future based on an assessment of the probabilities as to whether additional taxes will be due. An uncertain tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely to be realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. Penalties and interest incurred related to underpayment of income tax are classified as income tax expense in the period incurred. See Note 23 “Tax-related balances,” included within our interim condensed consolidated financial statements included in our Interim Report.
22
Material Weakness
In connection with the audits of our consolidated financial statements for each of the years ended December 31, 2022 and 2021 and the reviews of the unaudited interim condensed consolidated financial statements for each of the periods ended June 30, 2023 and 2022 and included in our Annual Report and Interim Report, our management and independent registered public accounting firm identified material weaknesses in our internal control over financial reporting. The material weaknesses related to: (i) insufficient personnel in the finance team with an appropriate level of knowledge and experience in the application of IFRS as issued by IASA, relating to both complex accounting transactions, such as accounting for the Business Combination and related listing expenses, share-based payments and also in the application of other IFRS matters such as goodwill impairment testing, cash flow statement disclosures and purchase price allocation; (ii) procedures with respect to the review, supervision and monitoring of issuance, exercise, vesting and valuation of share-based payments were not entirely designed and in place, or operating effectively resulting in several adjustments related to share-based payment accounting to our interim condensed consolidated financial statements; (iii) IT general controls have not been sufficiently designed or were not operating effectively, and (iv) policies and procedures with respect to the review, supervision and monitoring of the accounting and reporting functions were not operating effectively.
As result, a number of significant adjustments to our consolidated financial statements for each of the years ended December 31, 2021 and 2022 and to the interim condensed consolidated financial statements were identified and made during the course of the audit and review process.
We are currently not required to comply with Section 404(b) of the Sarbanes-Oxley Act, and, therefore our independent registered public accounting firm has not been engaged to express, nor have they expressed, an opinion on the effectiveness of our internal control over financial reporting. We are currently in the process of remediating these material weaknesses and we are taking steps that we believe will address their underlying causes. We have enlisted the help of external advisors to provide assistance in the areas of internal controls and IFRS accounting in the short term, and are evaluating the longer-term resource needs of our accounting staff, including GAAP expertise. These remediation measures may be time-consuming and costly, and might place significant demands on our financial, accounting and operational resources. In addition, there is no assurance that we will be successful in hiring any necessary finance and accounting personnel in a timely manner, or at all.
Assessing our procedures to improve its internal control over financial reporting is an ongoing process. Any material weaknesses Wallbox identifies will be assessed and remediated by implementing the proper operating control. Detective and preventive internal controls are being designed by external advisors and implemented by our experienced new hires. We can provide no assurance that its remediation efforts described herein will be successful and that we will not have material weaknesses in the future. Any material weaknesses we identify could result in an adverse reaction in the financial markets due to a loss of confidence in the reliability of our consolidated financial statements.
23
JOBS Act
The JOBS Act permits an emerging growth company (“EGC”) such as us to take advantage of an extended transition period to comply with new or revised accounting standards applicable to public companies. As an emerging growth company, we intend to take advantage of exemptions from various reporting requirements that are applicable to most other public companies. The exemptions include, but are not limited to:
| • | an exemption from the provisions of Section 404(b) of the Sarbanes-Oxley Act requiring that our independent<br>registered public accounting firm provide an attestation report on the effectiveness of our internal control over financial reporting; |
|---|---|
| • | reduced disclosure obligations regarding executive compensation; and |
| --- | --- |
| • | not being required to hold a nonbinding advisory vote on executive compensation or seek shareholder approval of<br>any golden parachute payments not previously approved. |
| --- | --- |
We have elected to use the extended transition period under the JOBS Act until the earlier of the date we (1) are no longer an emerging growth company or (2) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act. As a result, our consolidated financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.
We will remain an emerging growth company until the earliest to occur of: (1) the last day of the fiscal year in which we have more than $1.235 billion in annual revenue; (2) the date on which we are deemed to be a “large accelerated filer,” which would occur if the market value of our equity securities held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter; (3) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period; and (4) the last day of the fiscal year ending after the fifth anniversary of Kensington’s initial public offering, or March 2, 2026.
Recent Accounting Pronouncements
See Notes 4 and 5 of our interim condensed consolidated financial statements included in our Interim Report for more information regarding recently issued accounting pronouncements and discussion of the impact of recent accounting pronouncements, respectively.
Quantitative andQualitative Disclosures About Market Risk
Refer to Note 25 “Financial Risk Management” of our audited consolidated financial statements included in the Interim Report for more information.
Interest Rate Risk
We are exposed to Interest rate risk from possible losses due to changes in the fair value or the future cash flows of a financial instrument because of fluctuations in market interest rates. A hypothetical 1% change in interest rates would mean an increase (decrease) in profit or loss as of June 30, 2023 by €900 thousand.
Foreign Currency Risk
We have foreign currency risks related to our revenue and operating expenses denominated in currencies other than the Euro, causing both its revenue and its operating results to be impacted by fluctuations in the exchange rates.
Gains or losses from the revaluation of certain cash balances, accounts receivable balances and intercompany balances that are denominated in these currencies impact our net loss. A hypothetical decrease in all foreign currencies against the Euro of 10% would not result in a material foreign currency loss on foreign-denominated balances, as of June 30, 2023. As our global operations expand, our results may be more materially impacted by fluctuations in the exchange rates of the currencies in which it does business.
At this time, we do not enter into financial instruments to hedge its foreign currency exchange risk, but it may in the future.
24
Other market price risk
We do not maintains investments in funds as of June 30,2023, whose investments amounted to €6,640 thousand as of June 30,2022, which exposure to market price risk could be significant.
We have derivative warrant liabilities (see Note 12 of our unaudited interim consolidated financial statements included in our Interim Report) measured at FVTPL. The derivative warrant liabilities of €8,974 thousand as of June 30, 2023 as compared to €5,834 thousand at December 31, 2022 are measured at fair value.
A change of the warrant price by 1% would result in an increase/decrease of the underlying warrant liabilities of €90 thousand.
Contractual Obligations and Commitments
As of June 30, 2023, in addition to the contractual obligations and commitments described above under “Liquidity and Capital Resources,” there were contractual obligations to purchase, construct or develop Property, plant and equipment assets, for an amount of €566 thousand and commitments for the acquisition of intangible assets of €676 thousand. As of June 30, 2023, these commitments mainly correspond to works being executed in the new plant we opened in Arlington, Texas, and tools and machinery for the plant in Zona Franca, Barcelona.
See Notes 8 and 10 of the unaudited interim condensed consolidated financial statements included in our Interim Report for more information.
Additionally, our lease agreements provide for lease obligations and the future interest payable under these agreements is as set forth in the table below. Please refer to Note 9, “Right of Use Assets and Lease Liabilities” of the interim condensed consolidated financial statements included elsewhere in the Interim Report for more information.
| Payments due by period | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| in thousands | ||||||||||
| Total | Less than 1<br><br><br>year | 1-2 years | 2-5 years | More than<br><br><br>5 years | ||||||
| Lease obligations | € | 4,015 | € | 3,581 | € | 9,721 | € | 15,011 |
All values are in Euros.
25
EX-99.2
Exhibit 99.2
WALLBOX N.V. AND SUBSIDIARIES
Interim Condensed Consolidated Financial Statements
June 30, 2023 and 2022
Index to Interim Condensed Consolidated Financial Statements
| Interim Condensed Consolidated statements of financial position as of June 30, 2023 and December 31, 2022 | 2 |
|---|---|
| Interim Condensed Consolidated statements of profit or loss and other comprehensive income for the six months ended June 30, 2023 and 2022 | 3 |
| Interim Condensed Consolidated statements of changes in equity for the six months ended June 30, 2023 and 2022 | 4 |
| Interim Condensed Consolidated statements of cash flows for the six months ended June 30, 2023 and 2022 | 6 |
| Notes to the Interim Condensed Consolidated financial statements | 7 |
1
WALLBOX N.V.
Interim Condensed Consolidated statements of financial position as of June 30, 2023 and December 31, 2022
| (In thousand Euros) | Notes | June 30, 2023 (*) | December 31, 2022 | |||||
|---|---|---|---|---|---|---|---|---|
| Assets | ||||||||
| Non-Current<br> Assets | ||||||||
| Property, plant and equipment | 8 | 58,069 | 57,878 | |||||
| Right-of<br> <br>-use<br> assets | 9 | 23,303 | 24,888 | |||||
| Intangible assets | 10 | 69,287 | 60,800 | |||||
| Goodwill | 10 | 14,775 | 15,101 | |||||
| Non-current<br> financial assets | 12 | 1,824 | 1,133 | |||||
| Tax credit receivables | 23 | 8,185 | 6,629 | |||||
| Total <br>Non-Current<br> Assets | 175,443 | 166,429 | ||||||
| Assets held for sale | 11 | — | 384 | |||||
| Current Assets | ||||||||
| Inventories | 13 | 95,481 | 106,569 | |||||
| Trade and other financial receivables | 12 | 41,695 | 39,827 | |||||
| Other receivables | 23 | 9,471 | 14,846 | |||||
| Current financial assets | 12 | 6,022 | 5,957 | |||||
| Deferred charges | 1,555 | 1,633 | ||||||
| Advance payments | 13 | 4,340 | 3,031 | |||||
| Cash and cash equivalents | 12 and 14 | 105,554 | 83,308 | |||||
| Total Current Assets | 264,118 | 255,171 | ||||||
| Total Assets | 439,561 | 421,984 | ||||||
| Equity and Liabilities | ||||||||
| Equity | ||||||||
| Share capital | 15 | 48,619 | 45,769 | |||||
| Share premium | 15 | 439,496 | 378,240 | |||||
| Accumulated deficit | 15 | (377,328 | ) | (306,696 | ) | |||
| Other equity components | 15 | 41,090 | 41,240 | |||||
| Foreign currency translation reserve | 15 | 7,910 | 10,597 | |||||
| Total Equity attributable to owners of the Company | 159,787 | 169,150 | ||||||
| Liabilities | ||||||||
| Non-Current<br> Liabilities | ||||||||
| Loans and borrowings | 12 | 66,268 | 44,359 | |||||
| Lease liabilities | 9 and 12 | 23,267 | 24,657 | |||||
| Provisions | 16 | 2,708 | 1,439 | |||||
| Government grants | 17 | 4,954 | 2,198 | |||||
| Deferred tax liabilities | 23 | 1,457 | 1,388 | |||||
| Total <br>Non-Current<br> Liabilities | 98,654 | 74,041 | ||||||
| Current Liabilities | ||||||||
| Loans and borrowings | 12 | 112,513 | 89,268 | |||||
| Derivative warrants liabilities | 12 | 8,974 | 5,834 | |||||
| Lease liabilities | 9 and 12 | 2,777 | 2,644 | |||||
| Trade and other financial payables | 12 | 46,906 | 71,249 | |||||
| Current income tax liabilities | 23 | — | 1,186 | |||||
| Other payables | 23 | 5,200 | 5,819 | |||||
| Provisions | 16 | 1,745 | 1,318 | |||||
| Government grants | 17 | 561 | 708 | |||||
| Contract liabilities | 18 | 2,444 | 767 | |||||
| Total Current Liabilities | 181,120 | 178,793 | ||||||
| Total Liabilities | 279,774 | 252,834 | ||||||
| Total Equity and Liabilities | 439,561 | 421,984 | ||||||
| (*) | Unaudited | |||||||
| --- | --- |
The notes form an integral part of these interim condensed consolidated financial statements.
2
WALLBOX N.V.
Interim Condensed Consolidated statements of profit or loss and other comprehensive income for the six months ended June 30, 2023 and 2022
| (In thousand Euros) | Notes | June 30, 2023 (*) | June 30, 2022 (*) | |||||
|---|---|---|---|---|---|---|---|---|
| Revenue | 18 | 68,020 | 67,811 | |||||
| Changes in inventories and raw materials and consumables used | 19 | (45,328 | ) | (39,871 | ) | |||
| Employee benefits | 20 | (45,069 | ) | (43,399 | ) | |||
| Other operating expenses | 19 | (34,603 | ) | (41,378 | ) | |||
| Amortization and depreciation | 8,9,10 | (12,380 | ) | (7,999 | ) | |||
| Net other income | 1,755 | 1,368 | ||||||
| Operating Loss | (67,605 | ) | (63,468 | ) | ||||
| Financial income | 21 | 569 | 2,070 | |||||
| Financial expenses | 21 | (6,704 | ) | (3,437 | ) | |||
| Change in fair value of derivative warrant liabilities | 12 | 502 | 62,351 | |||||
| Foreign exchange gains/(losses) | 985 | (6,082 | ) | |||||
| Financial Results | (4,648 | ) | 54,902 | |||||
| Share of loss of equity-accounted investees | — | (714 | ) | |||||
| Loss before Tax | (72,253 | ) | (9,280 | ) | ||||
| Income tax credit | 23 | 1,621 | 589 | |||||
| Loss for the Period | 22 | (70,632 | ) | (8,691 | ) | |||
| Loss per share | ||||||||
| Basic and diluted losses per share <br>(euros per share) | 22 | (0.40 | ) | (0.05 | ) | |||
| Loss for the Period | (70,632 | ) | (8,691 | ) | ||||
| Other comprehensive (loss)/income | ||||||||
| Other comprehensive (loss)/income that may be reclassified to profit or loss in subsequent periods | ||||||||
| Currrency translation differences in foreign operations, net of tax | (2,687 | ) | 10,264 | |||||
| Changes in the fair value of debt instruments at fair value through other comprehensive income, net of tax | — | (7 | ) | |||||
| Net other comprehensive (loss)/income that may be reclassified to profit or loss in subsequent periods | (2,687 | ) | 10,257 | |||||
| Other comprehensive (loss)/income for the Period | (2,687 | ) | 10,257 | |||||
| Total comprehensive loss for the Period | (73,319 | ) | 1,566 | |||||
| (*) | Unaudited | |||||||
| --- | --- |
The notes form an integral part of these interim condensed consolidated financial statements.
3
WALLBOX N.V.
Interim Condensed Consolidated statements of changes in equity for the six months ended June 30, 2023 and 2022
| Attributable to owners of the Company | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (In thousand Euros) | Notes | Share<br> capital | Share premium | Accumulated<br> deficit | Other<br> equity<br> components | Foreign<br> currency<br> translation<br> reserve | Total<br> equity | ||||||||||
| Balance at January 1, 2022 | 44,480 | 322,391 | (243,896 | ) | 5,496 | 2,601 | 131,072 | ||||||||||
| Total comprehensive (loss)/income for the period | |||||||||||||||||
| Loss for the Period | — | — | (8,691 | ) | — | — | (8,691 | ) | |||||||||
| Other comprehensive income/(loss) for the period | — | — | — | (7 | ) | 10,264 | 10,257 | ||||||||||
| Total comprehensive income for the period | — | — | (8,691 | ) | (7 | ) | 10,264 | 1,566 | |||||||||
| Transactions with owners of the Company | |||||||||||||||||
| Capital increase | 15 | 151 | 6,700 | — | (525 | ) | — | 6,326 | |||||||||
| Share based payments | 20 | — | — | — | 20,546 | — | 20,546 | ||||||||||
| Total contributions and distributions | 151 | 6,700 | — | 20,021 | — | 26,872 | |||||||||||
| Total transactions with owners of the Company | 151 | 6,700 | (8,691 | ) | 20,014 | 10,264 | 28,438 | ||||||||||
| Balance at June 30, 2022 (*) | 44,631 | 329,091 | (252,587 | ) | 25,510 | 12,865 | 159,510 | ||||||||||
| (*) | Unaudited | ||||||||||||||||
| --- | --- |
The notes form an integral part of these interim condensed consolidated financial statements.
4
WALLBOX N.V.
Interim Condensed Consolidated statements of changes in equity for the six months ended June 30, 2023 and 2022 (continued)
| Attributable to owners of the Company | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (In thousand Euros) | Notes | Share<br> capital | Share<br> premium | Accumulated<br> deficit | Other<br> equity<br> components | Foreign<br> currency<br> translation<br> reserve | Total<br> equity | |||||||||||
| Balance at January 1, 2023 | 45,769 | 378,240 | (306,696 | ) | 41,240 | 10,597 | 169,150 | |||||||||||
| Total comprehensive (loss)/income for the period | ||||||||||||||||||
| Loss for the Period | — | — | (70,632 | ) | — | — | (70,632 | ) | ||||||||||
| Other comprehensive (loss)/income for the period | — | — | — | — | (2,687 | ) | (2,687 | ) | ||||||||||
| Total comprehensive income for the period | — | — | (70,632 | ) | — | (2,687 | ) | (73,319 | ) | |||||||||
| Transactions with owners of the Company | 15 | |||||||||||||||||
| Contribution of equity (Private placement) | 2,260 | 42,689 | — | — | — | 44,949 | ||||||||||||
| Contribution of equity (Coil Acquisition) | 33 | 2,284 | — | (2,317 | ) | — | — | |||||||||||
| Contribution of equity (ATM) | 307 | 5,909 | — | — | — | 6,216 | ||||||||||||
| Contribution of equity (Execution of options and warrants) | 250 | 10,374 | — | (9,840 | ) | — | 784 | |||||||||||
| Business combinations to be settled in equity instruments | — | — | — | 1,332 | — | 1,332 | ||||||||||||
| Share based payments | 20 | — | — | — | 10,675 | — | 10,675 | |||||||||||
| Total contributions and distributions | 2,850 | 61,256 | — | (150 | ) | — | 63,956 | |||||||||||
| Total transactions with owners of the Company | 2,850 | 61,256 | (70,632 | ) | (150 | ) | (2,687 | ) | (9,363 | ) | ||||||||
| Balance at June 30, 2023 (*) | 48,619 | 439,496 | (377,328 | ) | 41,090 | 7,910 | 159,787 | |||||||||||
| (*) | Unaudited | |||||||||||||||||
| --- | --- |
The notes form an integral part of these interim condensed consolidated financial statements.
5
WALLBOX N.V.
Interim Condensed Consolidated statements of cash flows for the six months ended June 30, 2023 and 2022
| (In thousand Euros) | Notes | June 30, 2023 (*) | June 30, 2022 (*) | |||||
|---|---|---|---|---|---|---|---|---|
| Cash flows from Operating Activities | ||||||||
| Loss for the Period | (70,632 | ) | (8,691 | ) | ||||
| Adjustments for: | ||||||||
| Amortisation and depreciation | 8, 9 and 10 | 12,380 | 7,999 | |||||
| Expected credit loss for trade and other receivables | 12 and 19 | 1,380 | 1,756 | |||||
| Impairments of inventories | 13 and 19 | (932 | ) | 228 | ||||
| Impairments of financial assets | 289 | — | ||||||
| Change in provisions | 16 | 1,696 | 141 | |||||
| Government grants | 17 | (1,421 | ) | (785 | ) | |||
| Financial income | 21 | (569 | ) | (2,070 | ) | |||
| Financial expenses | 21 | 6,704 | 3,437 | |||||
| Change in fair value of derivative warrant liabilities | 12 | (502 | ) | (62,351 | ) | |||
| Exchange differences | (985 | ) | 6,082 | |||||
| Income tax credit | 23 | (1,621 | ) | (589 | ) | |||
| Share based payments expense | 20 | 12,007 | 20,546 | |||||
| Share of loss of equity accounted associates | 11 | — | 714 | |||||
| Changes in | ||||||||
| - inventories | 12,021 | (27,211 | ) | |||||
| - trade and other financial receivables | 1,829 | (13,003 | ) | |||||
| - other assets | (1,212 | ) | 7,891 | |||||
| - trade and other financial payables | (16,568 | ) | 15,211 | |||||
| - contract liabilities | 1,677 | (63 | ) | |||||
| Net cash used in operating activities | (44,459 | ) | (50,758 | ) | ||||
| Cash flows from Investing Activities | ||||||||
| Investment in equity-accounted investees | 11 | — | (714 | ) | ||||
| Loans granted to equity-accounted investees | 12 | — | (140 | ) | ||||
| Acquisition of intangible assets | 10 | (16,715 | ) | (11,675 | ) | |||
| Acquisition of property, plant and equipment | 8 | (12,350 | ) | (18,274 | ) | |||
| Acquisition of financial assets at fair value through profit or loss | 12 | — | (2,560 | ) | ||||
| Proceeds from sale of financial assets at fair value through profit or loss | 12 | 11 | 54,335 | |||||
| Interest received | — | 15 | ||||||
| Net cash used in investing activities | (29,054 | ) | 20,987 | |||||
| Cash flows from Financing Activities | ||||||||
| Proceeds from issuing equity instruments (private placement) | 15 | 44,949 | — | |||||
| Proceeds from issuing equity instruments (ATM) | 15 | 6,216 | — | |||||
| Proceeds from issuing equity instruments (Warrants conversions and others) | 20 | 784 | 4,667 | |||||
| Proceeds from government grants | 17 | 5,310 | 488 | |||||
| Proceeds from loans | 12 | 261,526 | 177,949 | |||||
| Proceeds from shareholders loan | 12 | — | (30 | ) | ||||
| Repayments of loans | 12 | (214,353 | ) | (153,565 | ) | |||
| Repayments of capitalized interests | 12 | — | (223 | ) | ||||
| Payment of principal portion of lease liabilities | 9 | (1,310 | ) | (441 | ) | |||
| Payment of interest on lease liabilities | 9 | (593 | ) | (607 | ) | |||
| Interest and bank fees paid | 21 | (5,369 | ) | (1,181 | ) | |||
| Net cash from financing activities | 97,160 | 27,057 | ||||||
| Net increase in cash and cash equivalents | 23,647 | (2,714 | ) | |||||
| Cash and cash equivalents at beginning of period | 83,308 | 113,865 | ||||||
| Exchange gains/(losses) | (1,401 | ) | 8,724 | |||||
| Cash and cash equivalents at the end of the period | 105,554 | 119,875 | ||||||
| (*) | Unaudited | |||||||
| --- | --- |
The notes form an integral part of these interim condensed consolidated financial statements.
6
WALLBOX N.V.
Notes to the interim condensed consolidated financial statements
| 1. | Reporting Entity |
|---|
Wallbox N.V. (the “Company” or “Wallbox”) was incorporated as a Dutch private limited liability company under the name Wallbox B.V. on June 7, 2021 and was subsequently converted into a Dutch public limited liability company. Wallbox is registered in the Commercial Registry of the Netherlands Chamber of Commerce under ID number 83012559. Its statutory seat is in Amsterdam, the Netherlands, and the mailing and business address of its principal executive office is Carrer del Foc 68, 08038 Barcelona, 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 the development, manufacturing, and sales of innovative solutions for charging electric vehicles. For further information of the Group, refer to the consolidated financial statements for the financial year ended on December 31, 2022, published on March 31, 2023.
Wallbox is the parent entity of the Group. The Group’s principal subsidiaries as of June 30, 2023 and 2022 are set out in Note 27. Unless otherwise stated, their share capital consists solely of ordinary shares which are held directly by the Group, and the proportion of ownership interests held equals the voting rights held by the Group.
Wallbox is listed on the New York Stock Exchange (“NYSE”) with the ticker WBX.
| 2. | Basis of Preparation |
|---|
These interim condensed consolidated financial statements as of and for the six months ended June 30, 2023 which have been based on the accounting records kept by the Company and its subsidiaries, were prepared by the Board of Directors of Wallbox in accordance with International Auditing Standard 34 “Interim financial reporting” (“IAS 34”), and of all the obligatory accounting principles and rules and measurement bases. Accordingly, they are a fair presentation of the equity and consolidated financial position of the Group as of June 30, 2023, as well as the results of its operations, the consolidated changes in equity and the consolidated cash flows during the interim period ended on that date.
As it has been indicated, this interim consolidated financial information has been prepared in accordance with IAS 34, meaning that these interim condensed consolidated financial statements do not include all the information and disclosures that would be required for the complete consolidated financial statements prepared in accordance with the International Financial Reporting Standards (“IFRS”), and must be read together with the consolidated financial statements from the financial year ended on December 31, 2022, drawn up in accordance with the existing IFRS as issued by the International Accounting Standards Board (“IASB”), which were published on March 31, 2023.
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 the Group will continue in operation for at least a period of one year after the date these interim condensed consolidated financial statements are issued and contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.
7
WALLBOX N.V.
Notes to the interim condensed consolidated financial statements
Wallbox has incurred net losses and significant cash outflows from cash used in operating activities over the past years, as it has been investing significantly in the development of its electric vehicle charging products and setting up commercial subsidiaries in many countries. During the six months ended June 30, 2023, the Company incurred in a consolidated net loss of Euros 70,632 thousand and net cash flows used in operating activities amounted to Euros 44,459 thousand. As of June 30, 2023, the Company had an accumulated deficit of Euros 377,328 thousand but a positive total equity balance of Euros 159,787 thousand. As of June 30, 2023, cash and cash equivalents amounts to Euros 105,554 thousand.
In assessing the going concern basis of preparation of the interim condensed consolidated financial statements, Wallbox had to estimate the expected cash flows for the 12 months from the date these interim condensed consolidated financial statements are issued, including the compliance with covenants, the exercise of warrants and availability of other financial funding from banks.
Based on these estimations, management has assessed that Wallbox will be able to fund the expected cash outflows in the next 12 months. Although the expectation for the coming year is that the Company will continue to have net losses and make additional investments, the cash and funding availability is sufficient for more than the 12 months from the date these interim condensed consolidated financial statements are issued.
Basis of measurement
These interim condensed consolidated financial statements have been prepared on a historical cost basis. The only exceptions to the application of the cost basis during their preparation have been the subsequent measurement of:
| • | financial assets related to investment, which are measured at fair value through other comprehensive income (“FVTOCI”); |
|---|---|
| • | financial investments related to investment funds with institutions, which are measured at fair value through profit of loss (“FVTPL”); and |
| --- | --- |
| • | derivative warrant liabilities and contingent consideration related to the business acquisitions, which are measured at FVTPL. |
| --- | --- |
Basis of consolidation
The consolidation basis applied in the interim condensed consolidated financial statements is consistent with the basis applied in the consolidated financial statements for the year ended on December 31, 2022 (the “2022 Consolidated Financial Statements”).
These interim condensed consolidated financial statements are presented in Euros, which is also the Company’s functional currency. All amounts have been rounded to the nearest unit of thousand Euros, unless otherwise indicated.
Changes in the scope of consolidation
There have not been any changes in the s co pe of consolidation since December 31, 2022.
8
WALLBOX N.V.
Notes to the interim condensed consolidated financial statements
| 3. | Use of Judgements and Estimates |
|---|
The preparation of these interim condensed consolidated financial statements requires, as established by IAS 34, the Board of Directors of the Group to make certain estimates and judgements that do not differ significantly from those considered in the preparation of the 2022 Consolidated Financial Statements set out in Note 3 thereto.
During the six months ended June 30, 2023, no significant changes have occurred in the assumptions linked to the judgements and estimates disclosed in the 2022 Consolidated Financial Statements.
During the six months ended June 30, 2023, 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 2022 Consolidated Financial Statements.
Critical judgement and estimates
A summary of the critical aspects that have also involved a greater degree of judgement or complexity, or those in which the assumptions and estimates have an influence on the preparation of these financial statements, is given below.
Key assumptions concerning the future and other relevant data on the estimation of uncertainty at the reporting date, which entail a considerable risk of significant changes in the value of the assets and liabilities in the coming year, are as follows:
| • | Going concern: Disclosures related to the going concern have been included in Note 2. |
|---|---|
| • | Share-based payments: The Company’s management measures equity settled share-based payments at fair value at the grant date and recognizes the cost over the vesting period, with a corresponding increase in equity. The expense is based upon management’s estimate of the percentage of equity instruments expected to vest. At each reporting date, management revises its estimate of the number of equity instruments expected to vest as a result of the effect of <br>non-market-based<br> vesting conditions. The impact of the revision of the original estimates, if any, is recognized in profit or loss such that the cumulative expense reflects the revised estimate, with a corresponding adjustment to equity reserves. |
| --- | --- |
Prior to the listing of Wallbox’s Class A ordinary shares, nominal value €0.12 per share (“Class A Shares”) on NYSE on October 4, 2021, the ordinary shares of Wallbox Chargers, S.L.U. were not listed on a public stock exchange and, as such, the calculation of the fair value of its ordinary shares prior to this date was subject to a greater degree of estimation in determining the basis for share-based options that it issued.
The Company’s management determined the estimated fair value of its awards based on the estimated market price of the Company’s stock on the date of grant, typically determined by reference to the reported closing price of Wallbox’s Class A Shares on the grant date, and by applying methodologies generally accepted for this kind of valuation (see Note 20).
9
WALLBOX N.V.
Notes to the interim condensed consolidated financial statements
The date at which the fair value of the equity instruments granted is measured for the purposes of IFRS 2 for transactions with employees and others providing similar services is the grant date. Grant date is the date at which the entity and the employee agree to a share-based payment arrangement, at which point the entity and the counterparty have a shared understanding of the terms and conditions of the arrangement. At grant date, the entity confers on the counterparty the right to cash, other assets, or equity instruments of the entity, provided the specified vesting conditions, if any, are met. If that agreement is subject to an approval process (for example, by shareholders), the grant date is the date when that approval is obtained.
The assumptions underlying the valuations represent the Company’s best estimates, which involve inherent uncertainties and the application of management judgement (see Note 20).
| • | Measurement of awards granted under new plans during the six months ended June 30, 2023 has been consistent with that of prior period plans. |
|---|
Additionally, there have been no changes in the judgement and estimates related to the impairment of non-current assets (including goodwill), the capitalization of development cost by determination of the useful life of intangible assets, or the recognition of the income tax as disclosed in the 2022 Consolidated Financial Statements.
| 4. | New IFRS and IFRIC not yet effective |
|---|
The standards and interpretations effective during the six months ended June 30, 2023 and those issued but not yet in force are detailed below:
| a) | Standard and interpretation effective as of January 1, 2023 |
|---|---|
| • | Insurance Contracts (IFRS 17) |
| --- | --- |
| • | Disclosure of Accounting Policies (Amendments to IAS 1 and IFRS Practice Statement 2) |
| --- | --- |
| • | Definition of Accounting Estimates (Amendments to IAS 8) |
| --- | --- |
| • | Deferred Tax related to Assets and Liabilities arising from a Single Transaction (Amendments to IAS 12) |
| --- | --- |
After an analysis of the standards and interpretations effective during the six months ended June 30, 2023, we have concluded that we don’t expect any significant impacts on the current financial statements.
| b) | New standards, amendments and interpretations effective and the European Union endorsed as of January 1, 2024 |
|---|---|
| • | Classification of liabilities as current or <br>non-current<br> and <br>Non-current<br> <br>lia<br>bilities with Covenants (Amendments to IAS 1) |
| --- | --- |
| • | Lease liability in a Sale and Leaseback (Amendment to IFRS 16) |
| --- | --- |
| • | International tax reform – Pillar II Model rules (Amendment to IAS 12) |
| --- | --- |
We do not expect that these standards will have a significant impact on the Group’s financial statements.
10
WALLBOX N.V.
Notes to the interim condensed consolidated financial statements
| 5. | Significant and New 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 2022 Consolidated Financial Statements and which are detailed therein.
| 6. | Business Combinations |
|---|
During the six months ended June 30, 2023, no new business combinations have occurred. The business combinations that occurred in 2022 and 2021 related to the transactions between Wallbox, Wallbox Chargers, S.L.U. and Kensington Capital Acquisition Corp. II (“Kensington”), Intelligent Solutions AS, Electromaps, S.L., AR Electronic Solutions, S.L. (“Ares”) and Coil, Inc. (“Coil”), finalized in 2022 and 2021.
| 7. | Operating Segments |
|---|
Basis for segmentation
The Group’s business segment information included in this Note is aligned with the segment information included in the 2022 Consolidated Financial Statements and which are detailed therein.
Information on reportable segments
Information related to each reportable segment is set out below. Segment operating profit (loss) is used to measure performance because management believes that this information is the most relevant in evaluating the results of the respective segments relative to other entities that operate in the same industries.
Reconciliations of information on reportable segments with the amounts reported in the financial statements for the six months ended June 30, 2023
| June 30, 2023 | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (In thousand Euros) | EMEA | NORAM | APAC | Total segments | Consolidated<br> adjustments and<br> eliminations | Consolidated | ||||||||||||
| Revenue | 58,299 | 12,526 | 370 | 71,195 | (3,175 | ) | 68,020 | |||||||||||
| Changes in inventories and raw | (40,009 | ) | (8,173 | ) | (321 | ) | (48,503 | ) | 3,175 | (45,328 | ) | |||||||
| Employee benefits | (33,443 | ) | (11,265 | ) | (361 | ) | (45,069 | ) | — | (45,069 | ) | |||||||
| Other operating expenses | (28,476 | ) | (5,987 | ) | (140 | ) | (34,603 | ) | — | (34,603 | ) | |||||||
| Amortization and depreciation | (10,888 | ) | (1,491 | ) | (1 | ) | (12,380 | ) | — | (12,380 | ) | |||||||
| Other income | 1,657 | 97 | 1 | 1,755 | — | 1,755 | ||||||||||||
| Operating Loss | (52,860 | ) | (14,293 | ) | (452 | ) | (67,605 | ) | — | (67,605 | ) | |||||||
| Total Assets | 364,603 | 171,624 | 373 | 536,600 | (97,039 | ) | 439,561 | |||||||||||
| Total Liabilities | 239,591 | 62,583 | 539 | 302,713 | (22,939 | ) | 279,774 |
11
WALLBOX N.V.
Notes to the interim condensed consolidated financial statements
Reconciliations of information on reportable segments with the amounts reported in the financial statements for the six months ended June 30, 2022
| June 30, 2022 | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (In thousand Euros) | EMEA | NORAM | APAC | Total segments | Consolidated<br> adjustments and<br> eliminations | Consolidated | ||||||||||||
| Revenue | 66,137 | 7,593 | 195 | 73,925 | (6,114 | ) | 67,811 | |||||||||||
| Changes in inventories and raw | (40,164 | ) | (5,627 | ) | (10 | ) | (45,801 | ) | 5,930 | (39,871 | ) | |||||||
| Employee benefits | (39,794 | ) | (3,426 | ) | (179 | ) | (43,399 | ) | — | (43,399 | ) | |||||||
| Other operating expenses | (33,992 | ) | (7,541 | ) | (40 | ) | (41,573 | ) | 195 | (41,378 | ) | |||||||
| Amortization and depreciation | (7,377 | ) | (621 | ) | (1 | ) | (7,999 | ) | — | (7,999 | ) | |||||||
| Other income | 1,360 | 7 | 1 | 1,368 | — | 1,368 | ||||||||||||
| Operating Loss | (53,830 | ) | (9,615 | ) | (34 | ) | (63,479 | ) | 11 | (63,468 | ) | |||||||
| Total Assets | 383,861 | 150,394 | 78 | 534,334 | (177,132 | ) | 357,202 | |||||||||||
| Total Liabilities | 219,285 | 37,523 | 41 | 256,849 | (59,158 | ) | 197,691 |
There have been no significant transactions between segments during the six months ended June 30, 2023 and June 30, 2022, respectively except for inter-segment revenues and changes in inventories and raw materials and consumables used w hi ch are eliminated in the column “Consolidated adjustments and eliminations”.
Certain financial assets and liabilities are not allocated to reportable segments, as they are managed at a corporate level. These are included in the consolidated column corresponding to adjustments and eliminations.
12
WALLBOX N.V.
Notes to the interim condensed consolidated financial statements
| 8. | Property, Plant and Equipment | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| A. | Reconciliation of carrying amount | ||||||||||||||
| --- | --- | ||||||||||||||
| (In thousand Euros) | Buildings and<br> leasehold<br> improvements | Fixtures and<br> fittings | Plant and<br> equipment | Assets under<br> construction | Total | ||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Balance at December 31, 2022 | 18,675 | 3,809 | 35,222 | 172 | 57,878 | ||||||||||
| Additions | — | 40 | 2,319 | 2,162 | 4,521 | ||||||||||
| Disposal | (51 | ) | (47 | ) | (526 | ) | — | (624 | ) | ||||||
| Transfers | 164 | — | — | (164 | ) | — | |||||||||
| Depreciation for the period | (41 | ) | (413 | ) | (2,937 | ) | — | (3,391 | ) | ||||||
| Translation differences | — | (9 | ) | (306 | ) | — | (315 | ) | |||||||
| Balance at June 30, 2023 | 18,747 | 3,380 | 33,772 | 2,170 | 58,069 | ||||||||||
| Cost | |||||||||||||||
| At December 31, 2022 | 20,829 | 4,749 | 38,707 | 172 | 64,457 | ||||||||||
| At June 30, 2023 | 20,942 | 4,733 | 40,194 | 2,170 | 68,039 | ||||||||||
| Accumulated amortization | |||||||||||||||
| At December 31, 2022 | (2,153 | ) | (941 | ) | (3,485 | ) | — | (6,579 | ) | ||||||
| At June 30, 2023 | (2,194 | ) | (1,354 | ) | (6,422 | ) | — | (9,970 | ) |
Additions of property, plant and equipment for the six months ended June 30, 2023 was Euros 4,521 thousand, and primarily relates to the acquisition of machinery and tools for manufacturing plants.
As of June 30, 2023, additions of property, plant and equipment for which payment was still pending totaled Euros 2,812 thousand, as compared to Euros 8,979 thousand as of December 31, 2022.
The Group has items in use that were fully depreciated as of June 30, 2023 for an amount of Euros 13 thousand as compared to 0 Euros as of December 31, 2022.
Other information
The Group has obtained insurance policies that cover the carrying amount of its property, plant and equipment.
The commitments amounted to Euros 566 thousand as of June 30, 2023, compared to Euros 3,318 thousand as of December 31, 2022. These commitments mainly relate to the acquisition of tools and machinery.
There are no other significant contractual obligations to purchase, construct or develop property, plant and equipment assets.
The Group had no restrictions on the sale of its property, plant and equipment and no pledge existed on these assets, at June 30, 2023 and December 31, 2022, respectively, except for the leasehold improvement which cannot be realized and which totaled Euros 20,942 thousand as of June 30, 2023 as compared to Euros 20,829 thousand at December 31, 2022.
13
WALLBOX N.V.
Notes to the interim condensed consolidated financial statements
| 9. | Right of Use Assets and Lease Liabilities |
|---|
The considerations regarding the lease terms and the recognition exception are consistent with those disclosed in the 2022 Consolidated Financial Statements.
a) Set out below are the carrying amounts of right-of-use assets recognized and the movements during the six months ended June 30, 2023:
| (In thousand Euros) | Buildings | Vehicles | Other assets | Total | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Balance at December 31, 2022 | 22,398 | 1,195 | 1,295 | 24,888 | ||||||||
| Additions | — | 222 | — | 222 | ||||||||
| Depreciation for the period | (1,239 | ) | (277 | ) | (126 | ) | (1,642 | ) | ||||
| Translation differences | (143 | ) | (22 | ) | (165 | ) | ||||||
| Balance at June 30, 2023 | 21,016 | 1,118 | 1,169 | 23,303 |
b) Set out below are the carrying amounts of lease liabilities and the movements during the six months ended June 30, 2023:
| (In thousand Euros) | Buildings | Vehicles | Other assets | Total | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Balance at December 31, 2022 | 25,137 | 1,179 | 985 | 27,301 | ||||||||
| Additions to liabilities | — | 222 | — | 222 | ||||||||
| Interest on lease liabilities | 567 | 19 | 7 | 593 | ||||||||
| Lease payments | (1,433 | ) | (307 | ) | (163 | ) | (1,903 | ) | ||||
| Translation differences | (148 | ) | (21 | ) | — | (169 | ) | |||||
| Balance at June 30, 2023 | 24,123 | 1,092 | 829 | 26,044 |
An analysis of the contractual maturity of lease liabilities, including future interest payable, is as follows:
| (In thousand Euros) | June 30, 2023 | December 31, 2022 | ||
|---|---|---|---|---|
| 6 months or less | 1,980 | 1,892 | ||
| 6 months to 1 year | 2,035 | 1,952 | ||
| From 1 to 2 years | 3,581 | 3,879 | ||
| From 2 to 5 years | 9,721 | 9,844 | ||
| More than 5 years | 15,011 | 17,820 | ||
| 32,328 | 35,387 |
1 4
WALLBOX N.V.
Notes to the interim condensed consolidated financial statements
Amounts recognized in profit or loss derived from lease liabilities and expenses on short-term and low value leases (IFRS 16 exemption applied) are as follows:
| (In thousand Euros) | June 30, 2023 | June 30, 2022 | ||
|---|---|---|---|---|
| Interest on lease liabilities (see note 21) | 593 | 607 | ||
| Expenses relating to short-term and low value leases (see note 19) | 1,151 | 976 | ||
| 10. | Intangible Assets and Goodwill | |||
| --- | --- |
a) Intangible assets
Details and movement of items composing intangible assets are as follows:
| (In thousand Euros) | Software | Patents and<br> customer<br> relationships | Development<br> costs | Other | Total | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Balance at December 31, 2022 | 6,377 | 4,042 | 49,537 | 844 | 60,800 | ||||||||||
| Additions | 1,431 | — | 13,610 | 936 | 15,977 | ||||||||||
| Disposal | — | (60 | ) | (47 | ) | — | (107 | ) | |||||||
| Transfers | (55 | ) | — | 478 | (423 | ) | — | ||||||||
| Amortization for the period | (730 | ) | (287 | ) | (6,330 | ) | — | (7,347 | ) | ||||||
| Translation differences | (6 | ) | (29 | ) | (1 | ) | — | (36 | ) | ||||||
| Balance at June 30, 2023 | 7,017 | 3,666 | 57,247 | 1,357 | 69,287 | ||||||||||
| Cost | |||||||||||||||
| At December 31, 2022 | 8,777 | 4,578 | 64,577 | 844 | 78,776 | ||||||||||
| At June 30, 2023 | 10,147 | 4,489 | 78,617 | 1,357 | 94,610 | ||||||||||
| Accumulated amortization | |||||||||||||||
| At December 31, 2022 | (2,400 | ) | (536 | ) | (15,040 | ) | — | (17,976 | ) | ||||||
| At June 30, 2023 | (3,130 | ) | (823 | ) | (21,370 | ) | — | (25,323 | ) |
During the six months ended June 30, 2023, the Group made investments in several development projects, consisting of payroll expenses and other costs totaling to Euros 13,610 thousand as compared to Euros 26,807 thousand as of December 31, 2022.
The total additions of internally developed intangibles (Development costs and Software) was Euros 13,040 thousand for the six months ended June 30, 2023 as compared to Euros 20,204 thousand as of December 31, 2022 and which corresponds to the capitalization carried out by the Group in relation to the product development process, especially for the DC product under the names of Quasar and Supernova, AC product under the names of Pulsar, Cooper and Commander and MyWallbox software.
Additions of patents, licenses and similar, and computer software totaled Euros 1,431 thousand for the six months ended June 30, 2023, as compared to Euros 2,413 thousand for the year ended December 31, 2022 and due primarily to the implementation of new software applications. The patents and customer relationships category also include the registration of brands, logos, and design patents for different chargers.
15
WALLBOX N.V.
Notes to the interim condensed consolidated financial statements
The Group has items in use that were fully depreciated as of June 30, 2023 for an amount of Euros 231 thousand, as compared to Euros 0 as of December 31, 2022.
As of June 30, 2023, additions of intangible assets for which payment was still pending totaled Euros 1,944 thousand, as compared to Euros 845 thousand at December 31, 2022.
The Group has no restrictions on the realizability of its intangible assets and no pledge existed on these assets as of June 30, 2023 and December 31, 2022, respectively.
As of June 30, 2023, there were commitments for the acquisition of intangible assets for Euros 676 thousand, as compared to Euros 1,728 thousand at December 31, 2022 relating to the acquisition of tools and machinery for the manufacturing plants.
b) Goodwill
The Goodwill breakdown by CGU as of June 30, 2023, and December 31, 2022, is as follows:
| (In thousand Euros) | June 30, 2023 | December 31, 2022 | ||
|---|---|---|---|---|
| Ares | 5,571 | 5,571 | ||
| Coil | 3,438 | 3,503 | ||
| Nordics | 2,309 | 2,570 | ||
| Electromaps / Software | 3,457 | 3,457 | ||
| Total | 14,775 | 15,101 |
The change in the goodwill carrying amount corresponds to exchange differences impacting goodwill generated through Nordics and Coil business combinations.
During the six months ended June 30, 2023, no impairment indicators existed that could lead to the existence of impairment in relation to the goodwill or intangible assets of the Group. Goodwill is tested for impairment annually before year end, once budgets are approved.
| 11. | Equity-Accounted Investees |
|---|
Joint venture
Wallbox-Fawsn New Energy Vehicle Charging Technology (Suzhou) Co., Ltd. was a joint venture incorporated on June 15, 2019, over which the Group had joint control and a 50% interest. On May 24, 2023, the Group sold its 50% interest for a consideration of Euros 390 thousand, of which, an amount of Euros 94 thousand is expected to be collected within the next twelve months, with the remainder being a non-current receivable. As of December 31, 2022, this investment was classified as an asset held for sale for an amount of Euros 384 thousand.
16
WALLBOX N.V.
Notes to the interim condensed consolidated financial statements
| 12. | 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. | Current and <br>non-current<br> financial assets | |||||||
|---|---|---|---|---|---|---|---|---|
| June 30, 2023 | December 31, 2022 | |||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| (In thousand Euros) | Non-current | Current | Non-current | Current | ||||
| Customer sales and services | — | 41,089 | — | 39,797 | ||||
| Other receivables | — | 579 | — | 16 | ||||
| Loans to employees | 180 | 27 | — | 14 | ||||
| Trade and other financial receivables | 180 | 41,695 | — | 39,827 | ||||
| Guarantee deposit | 1,644 | — | 1,133 | — | ||||
| Non-current<br> financial assets | 1,644 | — | 1,133 | — | ||||
| Guarantee deposit | — | 397 | — | 560 | ||||
| Financial investments | — | 5,625 | — | 5,397 | ||||
| Other current financial assets | — | 6,022 | — | 5,957 | ||||
| Cash and cash equivalents | — | 105,554 | — | 83,308 | ||||
| Total | 1,824 | 153,271 | 1,133 | 129,092 |
Trade and other financial receivables are mainly amounts due from customers for goods sold or services performed in the ordinary course of business. They are due for settlement in the short term (less than 1 year) and therefore are classified as current. Trade and other financial receivables are recognized initially at the amount of consideration that is unconditional, unless they contain significant financing components, in which case they are recognized at fair value. The Group holds the trade receivables with the objective of collecting the contractual cash flows and therefore measures them subsequently at amortized cost using the effective interest method.
The carrying amount of the customer sales and services includes receivables which are subject to a factoring arrangement. Under this arrangement, the Group has transferred the relevant receivables to the factor in exchange for cash and is prevented from selling or pledging the receivables. However, the Group has retained late payment and credit risk. Therefore, the Group continues to recognize the transferred assets in their entirety in its statement of financial position.
The amount repayable under the factoring agreement is presented as secured borrowing. The Group considers that the held-to-collect business model remains appropriate for these receivables and hence continues to measure them at amortized cost.
As of June 30, 2023, other current financial assets include financial investments, such as investment funds in financial institutions, totaling Euros 5,625 thousand as compared to Euros 5,397 thousand at December 31, 2022.
17
WALLBOX N.V.
Notes to the interim condensed consolidated financial statements
These financial investments are deposits managed by financial institutions in investment funds to obtain profitability. The Group has considered their classification as current assets because it expects to liquidate these investments in the following 12 months.
| B. | Expected credit loss assessment as of June 30, 2023 and December 31, 2022. |
|---|
The Group applies the IFRS 9 simplified approach to measuring expected credit losses using a lifetime expected credit loss provision for trade receivables and contract assets. To measure expected credit losses on a collective basis, trade receivables and contract assets are grouped based on similar credit risk and aging. The contract assets have similar risk characteristics to the trade receivables for similar types of contracts.
The impairment of trade receivables is recognized under “Expected credit loss for trade and other receivables” in other operating expenses.
The total expense recognized in profit or loss during the six months ended June 30, 2023 was Euros 1,380 thousand and Euros 1,756 thousand for the six months ended June 30, 2022. The allowance for doubtful debts provision as of June 30, 2023 estimated based on the expected credit loss, was Euros 1,467 thousand, as compared to Euros 1,656 thousand as of December 31, 2022, for amounts outstanding less than 180 days as at reporting date. Additionally, the Company has recognized as of June 30, 2023, a bad debt provision for amounts outstanding 180 days or longer for Euros 4,327 thousand, as compared to Euros 3,404 thousand as at December 31, 2022, which has been calculated taking into account specific accounts receivable considered doubtful.
The expected loss rates are based on the Group’s historical cre di t losses.
| C. | Financial assets by class and category | |||||||
|---|---|---|---|---|---|---|---|---|
| June 30, 2023 | ||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| (In thousand Euros) | Financial assets<br> measured at<br> amortized cost | Financial assets<br> measured at fair<br> value with changes in<br> PL | Financial assets<br> measured at fair<br> value with changes in<br> OCI | Total | ||||
| Customer sales and services | 41,089 | — | — | 41,089 | ||||
| Other receivables | 579 | — | — | 579 | ||||
| Loans to employees | 207 | — | — | 207 | ||||
| Trade and other financial receivables | 41,875 | — | — | 41,875 | ||||
| Guarantee deposit | 1,644 | — | — | 1,644 | ||||
| Non-current<br> financial assets | 1,644 | — | — | 1,644 | ||||
| Guarantee deposit | 397 | — | — | 397 | ||||
| Financial investments | 128 | 5,296 | 201 | 5,625 | ||||
| Other current financial assets | 525 | 5,296 | 201 | 6,022 | ||||
| Cash and cash equivalents | 105,554 | — | 105,554 | |||||
| 149,598 | 5,296 | 201 | 155,095 |
18
WALLBOX N.V.
Notes to the interim condensed consolidated financial statements
| December 31, 2022 | ||||||||
|---|---|---|---|---|---|---|---|---|
| (In thousand Euros) | Financial assets<br> measured at<br> amortized cost | Financial assets<br> measured at fair<br> value with changes in<br> PL | Financial assets<br> measured at fair<br> value with changes in<br> OCI | Total | ||||
| Customer sales and services | 39,797 | — | — | 39,797 | ||||
| Other receivables | 16 | — | — | 16 | ||||
| Loans to employees | 14 | — | — | 14 | ||||
| Trade and other financial receivables | 39,827 | — | — | 39,827 | ||||
| Guarantee deposit | 1,133 | — | — | 1,133 | ||||
| Non-current<br> financial assets | 1,133 | — | 1,133 | |||||
| Guarantee deposit | 560 | — | — | 560 | ||||
| Financial investments | 128 | 5,030 | 239 | 5,397 | ||||
| Other current financial assets | 688 | 5,030 | 239 | 5,957 | ||||
| Cash and cash equivalents | 83,308 | — | — | 83,308 | ||||
| 124,956 | 5,030 | 239 | 130,225 |
Financial assets measured at FVTOCI correspond to investments in hedge funds whose quotation is considered level 1 for fair value purposes.
The financial investments valued at FVTPL relate to investment funds held at financial institutions. Thes e fi nancial assets are also considered level 1 for fair value purposes.
The rest of the financial assets (both current and non-current) are measured at their amortized cost, which does not materially differ from their fair value.
Financial liabilities
| A. | Loans and borrowings | |||||||
|---|---|---|---|---|---|---|---|---|
| June 30, 2023 | December 31, 2022 | |||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| (In thousand Euros) | Non-current | Current | Non-current | Current | ||||
| Loans | 66,268 | 14,675 | 44,359 | 5,676 | ||||
| Working capital line of credit | — | 97,838 | — | 83,592 | ||||
| Loans and borrowings | 66,268 | 112,513 | 44,359 | 89,268 | ||||
| Derivative warrant liabilities | — | 8,974 | — | 5,834 | ||||
| Lease liabilities (see note 9) | 23,267 | 2,777 | 24,657 | 2,644 | ||||
| Total | 89,535 | 124,264 | 69,016 | 97,746 |
Financial liabilities are measured at their amortized cost, which does not differ from their fair value (it is considered that the interest rates applicable to all of them still represent market spreads), except for the derivative warrant liability which is measured at FVTPL.
The working capital lines of credit are a type of short-term financing used to cover ongoing business’s operations. These small-business loans are not used to fund large investments and are renewed every 90 days.
19
WALLBOX N.V.
Notes to the interim condensed consolidated financial statements
Loans and borrowings
Bank Loans
As of June 30, 2023, the Group had available credit lines and other financing products of Euros 118,970 thousand, compared to Euros 120,220 thousand as of December 31, 2022, of which a total of Euros 100,309 thousand have been drawn down, compared to Euros 81,920 thousand as of December 31, 2022.
Interest expenses from banks loans amounted to Euros 6,049 thousand as of June 30, 2023, compared to Euros 1,245 thousand as of June 30, 2022 (See Note 21).
The Group has loans which require compliance with certain financial covenants. On June 30, 2023, the Group met these financial covenants.
Details of the maturities, by year, of the principal and interest of the loans and borrowings as of June 30, 2023 and December 31, 2022, are as follows:
| (In thousand Euros) | June 30, 2023 | December 31, 2022 | |||
|---|---|---|---|---|---|
| 1 July 2023 - 30 June 2024 | 118,678 | 2023 | 92,581 | ||
| 1 July 2024 - 30 June 2025 | 27,583 | 2024 | 14,851 | ||
| 1 July 2025 - 30 June 2026 | 22,440 | 2025 | 12,741 | ||
| 1 July 2026 - 30 June 2027 | 16,606 | 2026 | 9,460 | ||
| 1 July 2027 - 30 June 2028 | 7,550 | 2027 | 7,780 | ||
| More than five years | 5,839 | More than five years | 7,438 | ||
| 198,696 | 144,851 |
Details of the loans and borrowings as of June 30, 2023 and December 31, 2022 are as follows:
| (In thousand Euros) | June 30, 2023 | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| Currency | 1 to 3 years | Over 3 years | Total | ||||||
| Fixed rate loan | 8,589 | 13,138 | 1,724 | 23,451 | |||||
| Floating rate loan | 98,776 | 12,128 | 8,105 | 119,009 | |||||
| Covenant Loan | 2,219 | 9,313 | 919 | 12,451 | |||||
| Covenant Loan | 2,779 | 18,388 | — | 21,167 | |||||
| 112,363 | 52,967 | 10,748 | 176,078 | ||||||
| Fixed rate loan | 150 | 769 | 1,784 | 2,703 | |||||
| 112,513 | 53,736 | 12,532 | 178,781 |
All values are in Euros.
20
WALLBOX N.V.
Notes to the interim condensed consolidated financial statements
| (In thousand Euros) | December 31, 2022 | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| Currency | 1 to 3 years | Over 3 years | Total | ||||||
| Bank Loans | |||||||||
| Fixed rate loan | 13,135 | 11,694 | 5,376 | 30,205 | |||||
| Floating rate loan | 75,353 | 4,240 | 9,478 | 89,071 | |||||
| Covenant Loan | 609 | 6,197 | 5,625 | 12,431 | |||||
| 89,097 | 22,131 | 20,479 | 131,707 | ||||||
| Borrowings | |||||||||
| Fixed rate loan | 171 | 384 | 1,365 | 1,920 | |||||
| 89,268 | 22,515 | 21,844 | 133,627 |
All values are in Euros.
As of June 30, 2023, the Group had loans at variable interest rates referenced to Euribor plus a differential between 3% and 8% and at fixed interest rates that range between 0% and 5.67%, respectively, compared to variable rates referenced to Euribor plus a differential between 3% and 6.79% and fixed rates between 0% and 6.32%, respectively, during fiscal year ended December 31, 2022.
Borrowings
As of June 30, 2023, loans from a government entity (“CDTI”) total Euros 2,703 thousand as compared to Euros 1,920 thousand as of December 31, 2022.
Derivative warrant liabilities
Derivative warrant liabilities correspond to Public and Private Warrants issued by Kensington, which have been assumed by Wallbox.
In addition, during the six months ended June 30, 2023, Wallbox issued new warrants as part of the facility agreement with Banco Bilbao Vizcaya Argentaria S.A. (“BBVA”) entered into in February 2023. On February 9, 2023 the Company signed an agreement with BBVA granting BBVA an aggregate of 1,007,894 warrants exercisable for 1,007,894 Class A Shares for exercise price of 5.32 USD per share (the “BBVA Warrants”). The BBVA Warrants are exercisable until February 9, 2033 unless earlier redeemed by the Company pursuant to the warrant agreement.
Movement in the derivative warrant liabilities during the six-months ended June 30, 2023 is summarized below:
| Public Warrant | Private Warrant | BBVA Warrant | Total | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Number of<br> warrants | Thousand<br> Euros | Number of<br> warrants | Thousand<br> Euros | Number of<br> warrants | Thousand<br> Euros | Number of<br> warrants | Thousand<br> Euros | |||||||||||||
| At December 31, 2022 | 5,259,506 | 2,170 | 8,883,333 | 3,664 | — | — | 14,142,839 | 5,834 | ||||||||||||
| Warrants issuance | — | — | — | — | 1,007,894 | 3,893 | 1,007,894 | 3,893 | ||||||||||||
| Change in fair value of derivative warrant liabilities | — | 249 | — | 420 | — | (1,171 | ) | — | (502 | ) | ||||||||||
| Exchange differences | — | (47 | ) | — | (79 | ) | — | (125 | ) | — | (251 | ) | ||||||||
| At June 30, 2023 | 5,259,506 | 2,372 | 8,883,333 | 4,005 | 1,007,894 | 2,597 | 15,150,733 | 8,974 |
Public Warrants are listed and have been measured at fair value using the quoted price (Level 1). As of June 30, 2023, the fair value of the Public and Private Warrants was USD 0.49 based on the public quote of Public Warrants. The fair value of the BBVA Warrants was USD 2.80 based on a Black-Scholes valuation methodology for options and warrants.
21
WALLBOX N.V.
Notes to the interim condensed consolidated financial statements
Reconciliation of movements of liabilities to cash flows arising from financing activities
| (In thousand Euros) | Loans and<br> borrowings | Derivative<br> warrant<br> liabilities | Lease<br> liabilities | Total | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Balance at January 1, 2023 | 133,627 | 5,834 | 27,301 | 166,762 | ||||||||
| Proceeds from loans | 261,526 | — | — | 261,526 | ||||||||
| Principal paid on lease liabilities | — | — | (1,310 | ) | (1,310 | ) | ||||||
| Interest paid on lease liabilities | — | — | (593 | ) | (593 | ) | ||||||
| Repayments of loans | (214,353 | ) | — | — | (214,353 | ) | ||||||
| Interest and bank fees paid | (5,369 | ) | — | — | (5,369 | ) | ||||||
| Total changes from financing cash flows | 41,804 | — | (1,903 | ) | 39,901 | |||||||
| The effect of changes in foreign exchange rates | 213 | (251 | ) | (172 | ) | (210 | ) | |||||
| New warrants issued | (3,893 | ) | 3,893 | — | — | |||||||
| Change in fair value of derivative warrant liabilities | — | (502 | ) | — | (502 | ) | ||||||
| New leases | — | — | 225 | 225 | ||||||||
| Government loan receivable | 919 | — | — | 919 | ||||||||
| Interest and bank fees expenses | 6,111 | — | 593 | 6,704 | ||||||||
| Total liability-related other changes | 3,137 | 3,391 | 818 | 7,346 | ||||||||
| Balance at June 30, 2023 | 178,781 | 8,974 | 26,044 | 213,799 | ||||||||
| B. | Trade and other financial payables | |||||||||||
| --- | --- |
Details of trade and other financial payables as of June 30, 2023 and December 31, 2022 are as follows:
| (In thousand Euros) | June 30, 2023 | December 31, 2022 | ||
|---|---|---|---|---|
| Suppliers | 40,615 | 65,830 | ||
| Personnel (salaries payable) | 4,335 | 5,351 | ||
| Customer advances | 1,956 | 68 | ||
| Total | 46,906 | 71,249 |
Trade and other payables are unsecured and are typically paid in les s than 12 months upon recognition. The carrying amounts of trade and other payables are considered equal to their fair values, due to their short-term nature.
22
WALLBOX N.V.
Notes to the interim condensed consolidated financial statements
| 13. | Inventories |
|---|
Details of inventories as of June 30, 2023 and as of December 31, 2022 are as follows:
| (In thousand Euros) | June 30, 2023 | December 31, 2022 | ||
|---|---|---|---|---|
| Raw materials | 19,165 | 47,668 | ||
| Work in progress | 33,835 | 31,195 | ||
| Finished goods | 42,481 | 27,706 | ||
| Total | 95,481 | 106,569 |
The Group has insurance policies in place to cover all inventories, with specific global insurances coverage for each of the Group’s warehouses.
There were no commitments for the purchase of inventories as of June 30, 2023 and December 31, 2022. Advance payments to suppliers for the acquisition of inventories as of June 30, 2023 were Euros 4,340 thousand, as compared to Euros 3,031 thousand as of December 31, 2022.
Based on current information, the Group has booked an inventory provision of Euros 954 thousand as of June 30, 2023 to cover the impact of slow-moving and accrual obsolescence inventories, as compared to Euros 1,886 thousand at December 31, 2022.
| 14. | Cash and Cash Equivalents |
|---|
Cash and cash equivalents are comprised of the following:
| (In thousand Euros) | June 30, 2023 | December 31, 2022 | ||
|---|---|---|---|---|
| Cash | 3 | 3 | ||
| Bank and other credit institutions | 37,355 | 18,873 | ||
| Bank and other credit institutions, foreign currency | 68,015 | 63,623 | ||
| Other cash equivalents | 181 | 809 | ||
| Total | 105,554 | 83,308 |
We maintain cash and cash equivalents with major financial institutions. Our cash and cash equivalents of bank deposits held with banks that, at the time, exceed federally or locally insured limits.
Details of cash at banks and other credit institutions with balances held in foreign currency are as follows:
| (In thousand Euros) | December 31, 2022 | ||
|---|---|---|---|
| 64,974 | 63,109 | ||
| 2,201 | 237 | ||
| NOK | 112 | 44 | |
| SEK | 360 | 125 | |
| DKK | 320 | 108 | |
| AUD | 48 | — | |
| Total | 68,015 | 63,623 |
All values are in US Dollars.
23
WALLBOX N.V.
Notes to the interim condensed consolidated financial statements
| 15. | Capital and Reserves |
|---|
Share capital and share premium
As of June 30, 2023 issued share capital of the Company was as follows:
| Shares<br> (number) | Share Capital<br> (in thousand<br> Euros) | |||
|---|---|---|---|---|
| Class A shares of euro 0.12 nominal value each | 173,445,211 | 20,816 | ||
| Class B shares of euro 1.20 nominal value each | 22,250,793 | 26,701 | ||
| Class C shares of euro 1.08 nominal value each | 1,020,000 | 1,102 | ||
| Total | 196,716,004 | 48,619 |
All the shares issued were fully paid as of the date of the capital increases. Wallbox’s Class A Shares, Class B Shares and Conversion Shares (“Class C Shares”) provide their holders with same economic rights; however, Class B Shares provide holders with ten (10) votes per share, Class C Shares provide holders with nine (9) votes per share and Class A Shares provide holders with one (1) vote per share.
Wallbox’s Class A Shares began trading on the NYSE under the “WBX” symbol on October 4, 2021.
As of June 30, 2023 and December 31, 2022, authorized share capital was as follows:
| June 30, 2023 | Shares<br> (number) | Nominal<br> (Euros) | Share Capital<br> (in thousand<br> Euros) | |||
|---|---|---|---|---|---|---|
| Class A Shares | 401,020,000 | 0.12 | 48,122 | |||
| Class B Shares | 48,980,000 | 1.20 | 58,776 | |||
| Conversion shares | 1,020,002 | 1.08 | 1,102 | |||
| Total | 451,020,002 | 108,000 | ||||
| December 31, 2022 | Shares<br> (number) | Nominal<br> (Euros) | Share Capital<br> (in thousand<br> Euros) | |||
| --- | --- | --- | --- | --- | --- | --- |
| Class A Shares | 400,000,000 | 0.12 | 48,000 | |||
| Class B Shares | 50,000,000 | 1.20 | 60,000 | |||
| Conversion shares | 2 | 1.08 | 0 | |||
| To<br>tal | 450,000,002 | 108,000 |
24
WALLBOX N.V.
Notes to the interim condensed consolidated financial statements
During the six months ended June 30, 2023, there were the following share capital and share premium movements:
| Shares<br> (number) | Price per<br> Share<br> (Euros) | Share Capital<br> (In thousand<br> Euros) | Share Premium<br> (In thousand<br> Euros) | |||||
|---|---|---|---|---|---|---|---|---|
| At December 31, 2022 | 172,151,148 | 45,769 | 378,240 | |||||
| January 2023: Stock option plan execution (MSOP/ESOP) (Class A shares) | 140,594 | 0.12 | 17 | 622 | ||||
| January 2023: Payment in shares Coil acquisition (MSOP/ESOP) (Class A shares) | 272,826 | 0.12 | 33 | 2,284 | ||||
| February 2023: Stock option plan execution (MSOP/ESOP) (Class A shares) | 168,085 | 0.12 | 20 | 113 | ||||
| March 2023: Stock option plan execution (MSOP/ESOP/RSU) (Class A shares) | 141,071 | 0.12 | 17 | 437 | ||||
| March 2023: Founder warrants execution (Class B shares) | 20,000 | 1.20 | 24 | 173 | ||||
| March 2023: Change Cass B shares into Class A shares and Class C shares | 20,000 | — | — | — | ||||
| April 2023: Stock option plan execution (MSOP/ESOP/RSU) (Class A shares) | 569,745 | 0.12 | 69 | 6,313 | ||||
| April 2023: Capital increase (ATM) (Class A shares) | 175,586 | 0.12 | 21 | 390 | ||||
| May 2023: Stock option plan execution (MSOP/ESOP) (Class A shares) | 181,144 | 0.12 | 22 | 648 | ||||
| May 2023: Capital increase (ATM) (Class A shares) | 2,312,313 | 0.12 | 278 | 5,464 | ||||
| June 2023: Stock option plan execution (MSOP/ESOP/RSU/ESPP) (Class A shares) | 660,045 | 0.12 | 79 | 2,068 | ||||
| June 2023: Capital Increase (Private placement) (Class A shares) | 18,832,432 | 0.12 | 2,261 | 42,689 | ||||
| June 2023: Change Cass B shares into Class A shares and Class C shares | 1,000,000 | |||||||
| June 2023: Capital increase (ATM) (Class A shares) | 71,015 | 0.12 | 9 | 55 | ||||
| At June 30, 2023 | 196,716,004 | 48,619 | 439,496 |
The capital increases that have taken place during the six months ended June 30, 2023 correspond mainly to the private placement, the stock plans execution (see Note 20), the equity-settled consideration for the Coil acquisition, and the at-the-market program.
Additionally, during the six months ended June 30, 2023, the Company has exchanged 1,020,000 Class B ordinary shares with a nominal value of Euro 1.20 per share (“Class B Shares”) for 1,020,000 Class A Shares with a nominal value of Euro 0.12 per share and 1,020,000 Class C Shares with a nominal value of Euro 1.08 per share.
Nature and purpose of reserves
Accumulated deficit
As of June 30, 2023, consolidated accumulated deficit amounts to Euros 377,328 thousand, as compared to Euros 306,696 as of December 31, 2022.
A free distribution is restricted for the amount of capitalized internal development costs as carried on the consolidated statement of financial position. As of June 30, 2023, the amount of capitalized development costs as carried on the consolidated statement of financial position amounts to Euros 57,247 thousand, as compared to Euros 49,537 thousand as of December 31, 2022, as further detailed in Note 10.
Foreign currency translation reserve
The translation reserve comprises all foreign currency differences arising from the translation of the financial statements of foreign operations, as well as the effective portion of any foreign currency differences arising from hedges of a net investment in a foreign operation. This legal reserve is not freely distributable. This reserve amounts to Euros 7,910 thousand as of June 30, 2023, as compared to Euros 10,597 thousand as of December 31, 2022.
25
WALLBOX N.V.
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 was Euros 38,613 thousand as of June 30, 2023, as compared to Euros 37,778 thousand as of December 31, 2022. Refer to Note 20 for further details of these plans.
Equity-settled earn-out
In addition, as of June 30, 2023 the equity settled earn-out amount was Euros 2,473 thousand corresponding to the amount to be paid in shares for the acquisition of Coil and Ares. The equity settled earn-out amount was Euros 3,458 thousand as of December 31, 2022.
Measurement adjustments to financial assets through OCI
Investments in hedge funds referred to in Note 12 are measured at fair value at year end. The change in their valuation is recognized as other equity components through other comprehensive income. This caption includes Euros 4 thousand as of June 30, 2023 and December 31, 2022.
| 16. | Provisions |
|---|
Details of the provisions are as follows:
| At June 30, 2023 | Non-current | Total<br> Non-<br> current | Current | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (In thousand Euros) | Other | Service<br> warranties | Service<br> warranties | Total<br> Current | |||||||||||||
| Carrying amount at the beginning of the year | 120 | 1,319 | 1,439 | 1,318 | 1,318 | ||||||||||||
| Charge / (Credit): | 843 | 426 | 1,269 | 427 | 427 | ||||||||||||
| (+) additional provisions recognized, net | 959 | 1,576 | 2,535 | 1,577 | 1,577 | ||||||||||||
| (+/-) Short-term transferred | — | 1,150 | 1,150 | (1,150 | ) | (1,150 | ) | ||||||||||
| (-) Amounts used during the year | (116 | ) | (2,300 | ) | (2,416 | ) | — | — | |||||||||
| Carrying amount at year end | 963 | 1,745 | 2,708 | 1,745 | 1,745 | ||||||||||||
| At December 31, 2022 | Non-current | Total<br> Non-<br><br> <br>current | Current | Total<br><br> <br>Current | |||||||||||||
| (In thousand Euros) | Other | Service | Service | ||||||||||||||
| Carrying amount at the beginning of the year | 4 | 358 | 362 | 541 | 541 | ||||||||||||
| Charge / (Credit): | 116 | 961 | 1,077 | 777 | 777 | ||||||||||||
| (+) additional provisions recognized, net | 117 | 2,935 | 3,052 | — | — | ||||||||||||
| (+/-) Short-term transferred | — | (1,416 | ) | (1,416 | ) | 1,415 | 1,415 | ||||||||||
| (-) Amounts used during the year | (1 | ) | (558 | ) | (559 | ) | (638 | ) | (638 | ) | |||||||
| Carrying amount at ye<br>a<br>r end | 120 | 1,319 | 1,439 | 1,318 | 1,318 |
26
WALLBOX N.V.
Notes to the interim condensed consolidated financial statements
Service warranties
Products developed and sold by the Group are under warranty for a period of three years and, therefore, a provision is recognised to cover the costs that could be incurred in relation to projects and products under warranty. This provision is estimated based on prior periods actual warranty costs incurred, considering those product sales under warranty.
Other provisions
As of June 30, 2023, “Other” provisions caption includes mainly the contingent consideration (earn-out) related to Ares acquisition amounting to Euros 598 thousand and a provision for indemnities or an amount of Euros 361 thousand.
| 17. | Government Grants |
|---|
Details of Government grants as of June 30, 2023 and December 31, 2022 are as follows:
| June 30, 2023 | December 31, 2022 | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| Grants | Goverment Entity | Non-current<br><br> Liability | Current<br> liability | Non-current<br><br> Liability | Current<br> liability | ||||
| Movilidad 2030 | Centro para el Desarrollo Tecnológico Industrial. E.P.E. (CDTI) | 819 | 29 | 591 | 287 | ||||
| Flexener | Centro para el Desarrollo Tecnológico Industrial. E.P.E. (CDTI) | 82 | 101 | 228 | 57 | ||||
| Magnetor | Centro para el Desarrollo Tecnológico Industrial. E.P.E. (CDTI) | 27 | — | — | 28 | ||||
| Zeus Ptas | Centro para el Desarrollo Tecnológico Industrial. E.P.E. (CDTI) | 469 | 20 | 404 | 102 | ||||
| Alt Impacte | Agencia para la Competitividad de la Empresa de la Generalitat de Catalunya (ACCIÓ) | 389 | 49 | 392 | 98 | ||||
| Coldpost | Agencia para la Competitividad de la Empresa de la Generalitat de Catalunya (ACCIÓ) | 12 | — | — | 12 | ||||
| Minichargers | Centro para el Desarrollo Tecnológico Industrial. E.P.E. (CDTI) | 79 | — | 63 | 16 | ||||
| Electrolinera | Instituto para Diversificación y Ahorro de la Energía (IDEA) | 421 | — | 337 | 83 | ||||
| Acció - Creació llocs treball | Agencia para la Competitividad de la Empresa de la Generalitat de Catalunya (ACCIÓ) | 146 | 18 | 183 | — | ||||
| Hermes - Estudios | Centro para el Desarrollo Tecnológico Industrial. E.P.E. (CDTI) | 842 | 134 | — | — | ||||
| Hermes - Desarrollo | Centro para el Desarrollo Tecnológico Industrial. E.P.E. (CDTI) | 1,446 | 119 | — | — | ||||
| Hermes - Formación | Centro para el Desarrollo Tecnológico Industrial. E.P.E. (CDTI) | 222 | 91 | — | — | ||||
| V2BUILD | Innovate UK - UKRI | — | — | — | 25 | ||||
| Total | 4,954 | 561 | 2,198 | 708 |
Government grants include the grants assigned to the Group by the “Ministerio de Transportes, Movilidad y Agenda Urbana (MITMA)”, by “Centro para el Desarrollo Tecnológico Industrial, E.P.E. (CDTI)”, by “Agencia para la Competitividad de la Empresa de la Generalitat de Cataluña (ACCIÓ)” and by “Instituto de la Diversificación y Ahorro de la Energía (IDEA)” for an amount of Euros 2,854 thousand, Euros 1,626 thousand, Euros 614 thousand and Euros 421 thousand, respectively, to develop new technologies and promote smart mobility solutions. The impact in the interim condensed consolidated statement of profit or loss and other comprehensive income (recognized in “Net Other income”) for the six months ended June 30, 2023 amounts to Euros 1,421 thousand, as compared to Euros 785 thousand for the six months ended June 30, 2022. As of June 30, 2023 Euros 3,673 thousand are pending to be received from government entities, as compared to Euros 4,049 thousand as of December 31, 2022.
27
WALLBOX N.V.
Notes to the interim condensed consolidated financial statements
| 18. | Revenue from Contracts with Customers |
|---|
Disaggregation of revenue from contracts with customers
Set out below is the disaggregation of the Group’s revenue from contracts with customers:
| (In thousand Euros) | June 30, 2023 | June 30, 2022 | ||
|---|---|---|---|---|
| Sales of goods | 60,275 | 65,746 | ||
| Sales of services | 7,745 | 2,065 | ||
| Total | 68,020 | 67,811 |
The breakdown by geographical segments is as follows:
| (In thousand Euros) | June 30, 2023 | June 30, 2022 | ||
|---|---|---|---|---|
| Geographical markets (*): | ||||
| EMEA | 55,124 | 60,207 | ||
| NORAM | 12,526 | 7,593 | ||
| APAC | 370 | 11 | ||
| Total | 68,020 | 67,811 | ||
| (*) | Differences between geographical markets information above and segment disclosures in Note 7 are due to <br>inter-segment<br> eliminations. | |||
| --- | --- |
Service revenue includes mainly installations services, software operation and maintenance.
The sale of installation services is always made in combination with the sale of a charger, although they are considered distinct performance obligations. Delivery of the charger and the installation services do not always happen at the same time, leading, in some cases, to chargers being delivered to customers with the installation pending. In this scenario, a contract liability is recognized when invoicing both services prior to rendering the installation services.
A contract liability is recognized if a payment is received or if a payment is due (whichever is earlier) from a customer before the Group transfers the related goods or services. Contract liabilities are recognized as revenue when the Group performs under the contract (i.e., transfers control of the related goods or services to the customer).
28
WALLBOX N.V.
Notes to the interim condensed consolidated financial statements
| 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:
| (In thousand Euros) | June 30, 2023 | June 30, 2022 | |||
|---|---|---|---|---|---|
| Consumption of finished goods, raw materials and other consumables | 45,979 | 38,462 | |||
| Scrap stock, slow moving & obsolete accrual | (932 | ) | 228 | ||
| Work carried out by other companies | 281 | 1,181 | |||
| Total | 45,328 | 39,871 | |||
| B. | Operating expenses | ||||
| --- | --- |
Operating expenses are mainly as follows:
| (In thousand Euros) | June 30, 2023 | June 30, 2022 | |||
|---|---|---|---|---|---|
| Marketing expenses | 5,735 | 15,080 | |||
| External temporary workers | 1,680 | 2,866 | |||
| Professional services | 6,767 | 4,442 | |||
| Office expense | 4,216 | 3,336 | |||
| Delivery | 3,481 | 3,704 | |||
| Custom duty, tax, penalties | 297 | 304 | |||
| Utilities and similar expenses | 2,132 | 1,783 | |||
| Fees | 517 | 1,049 | |||
| Insurance premium | 1,086 | 1,821 | |||
| Short-term and low value leases (see note 9) | 1,151 | 976 | |||
| Bank Services | 500 | 311 | |||
| Travel expenses | 1,593 | 1,702 | |||
| Repairs | 785 | 105 | |||
| Warranty provision | 853 | 122 | |||
| Others impairments and losses | 1,569 | 1,646 | |||
| Expected credit loss for trade and other receivables | (189 | ) | 110 | ||
| Other | 2,430 | 2,021 | |||
| Total | 34,603 | 41,378 | |||
| 20. | Employee Benefits | ||||
| --- | --- |
Details of employee benefits for the six months ended June 30, 2023 and 2022 are as follows:
| (In thousand Euros) | June 30, 2023 | June 30, 2022 | ||
|---|---|---|---|---|
| Wages and salaries | 24,130 | 17,466 | ||
| Share-based payment plans expenses | 11,059 | 20,546 | ||
| Social Security | 9,880 | 5,387 | ||
| Total | 45,069 | 43,399 |
29
WALLBOX N.V.
Notes to the interim condensed consolidated financial statements
The notable rise in Wage and salaries and Social Security expenses for the six months ended June 30, 2023, as compared to the six months ended June 30, 2022 is primarily due to the significant growth of the Group, which required the hiring of additional personnel. The Group has not entered into any defined contribution or defined benefit plans for which pensions costs are incurred. The majority of employees are working in Spain and are participating in a state pension plan for which the expenses are included in social security.
Details of the personnel expense recognized for share-based payment transactions are as follows:
| (In thousand Euros) | June 30, 2023 | June 30, 2022 | |||
|---|---|---|---|---|---|
| Management stock option plan | 2,283 | 9,094 | |||
| Founders stock option plan | — | 8,195 | |||
| ESPP | 158 | — | |||
| RSU Board | 227 | — | |||
| Performance based earn out in shares and RSU’s management Ares | 274 | — | |||
| Performance based earn out in shares and RSU’s management Coil | 1,009 | — | |||
| RSU Employees | 6,919 | 2,224 | |||
| RSU Management | 976 | 1,033 | |||
| Capitalization of share-based payment transactions in intangible assets | (787 | ) | — | ||
| Total | 11,059 | 20,546 |
Management Stock Option Plan
As described in the 2022 Consolidated Financial Statements, the shareholders voted to implement a share-based payment plan (the “Management Stock Option Plan” or “MSOP”) to strengthen management’s link with Wallbox and to incentivize and motivate such management. The Management Stock Option Plan grants management stock options to purchase Class A Shares at a per share exercise price equal to Euro 0.0021.
The Company records this share-based payments plan based on the estimated fair value of the award at the grant date and is recognized as an expense in the consolidated statements of profit or loss over the requisite service period. The estimated fair value of the award was based on the closest financial round of share capital issued for the firsts grants and the latest ones are based on the estimated market price of the Wallbox’s stock on the date of the grant, in practice the share price of Wallbox at the grant date is used during this reporting period.
Employees Stock Option Plan
As described in the 2022 Consolidated Financial Statements, the shareholders agreed to offer all employees of Wallbox (the “Beneficiaries” or, individually, the “Beneficiary”) the possibility of participating in a share-based payment plan (the “Employee Stock Option Plan” or “ESOP”) to receive stock options (the “Options”) to purchase a certain number of Class A Shares of the Company.
The service-based vesting condition for awards under the Employee Stock Option Plan was completed as of December 31, 2020. All the Options granted will be available for execution when one of the liquidity events described in such plan takes place.
The Company records the share-based payments under such plan based on the estimated fair value of the award at the grant date and is recognized as an expense in the consolidated statements of profit or loss over the requisite service period. The estimated fair value of the award was based on the closest financial round of share capital issued for the initial grants and the more recent fair value determinations are based on the estimated market price of the Company’s stock on the date of the grant in practice the sh are price of Wallbox at the grant date is used during this reporting period.
30
WALLBOX N.V.
Notes to the interim condensed consolidated financial statements
Founders Stock Option Plan
At a meeting held on June 30, 2021, the shareholders of Wallbox Chargers, S.L.U. agreed to implement a share-based payment plan (Founders Stock Option Plan) to strengthen the bond of the founders of Wallbox and in order to align the interests of the founders with the creation of additional value for the Company. The options under the Founders Stock Option Plan have a strike price at a valuation equal to or higher than current market value and allow the founders to benefit from more liquid options which are fully vested and transferable from their date of concession.
In accordance with the terms and conditions of the Founders Stock Option Plan, these options may be exercised in exchange for Class A Shares, nominal value Euro 0.12 per share (previously nominal value, Euro 0.50). The exercise price of the options is equivalent to Euros 1.93 per share after applying the “Exchange Ratio” of Euro 240.990795184659 per Class A Share (previously Euros 466.24 per Wallbox Chargers S.L.U. share).
The maximum number of Class A Shares that underlie all of the options included in this Founders Stock Option Plan is, at the date of the plan implementation, equivalent to 1,033,609 Class A Shares after applying the Exchange Ratio (previously, 4,289 shares of Wallbox Chargers, S.L.U.).
The Board of Directors of the Company has delivered a personal notice to each founder, with an invitation to participate in the Founders Stock Option Plan, which contain, among others, the number of Options granted to each founder; and, where appropriate, the individual conditions governing the participation of the Beneficiary in the Founders Stock Options Plan. For the purposes of this Founders Stock Option Plan, the date of concession is that date indicated in the Invitation Notice.
These invitations were sent in 2022, so the Group recognized the expense accordingly to the valuation of these options in 2022 as they vested following their grant. The Group valued each option at USD 8.66. To determine the fair value at grant date of these options the Group used American option chain, where each option has a maturity of 5 years.
Each beneficiary must comply with the following conditions in order to exercise the options:
| i. | A <br>lock-up<br> period over a three-year period, during which time they will be able to exercise the options proportionally on a monthly basis, once they are released from <br>lock-up; |
|---|---|
| ii. | a temporary suspension of exercise has not been initiated at the time of such exercise; and |
| --- | --- |
| iii. | Any other conditions included in the beneficiary’s Invitation Notice have been fulfilled. |
| --- | --- |
RSUs for Employees
At a meeting held on April 6, 2022, the compensation committee approved the implementation of an Incentive Award Plan pursuant to which awards of restricted stock units (“RSUs”) were granted to employees. Each RSU granted represents a right to receive one listed share of the Company at the end of each vesting period, subject to the grantee’s continued service through the applicable vesting date.
31
WALLBOX N.V.
Notes to the interim condensed consolidated financial statements
The RSUs vest according to the below schedule, subject to the grantee’s continued service through each applicable vesting date:
| • | 33% will vest on the 1<br>st<br> anniversary date as from the date of grant. |
|---|---|
| • | 33% will vest on the 2<br>nd<br> anniversary date as from the date of grant. |
| --- | --- |
| • | 34% will vest on the 3<br>rd<br> anniversary date as from the date of grant. |
| --- | --- |
In addition, the Company granted RSUs to the employees of the subsidiaries that it acquired in the second half of 2022. These RSUs are subject to certain performance-based vesting conditions, which have been considered 100% covered when valuing these RSUs.
The Company records these share-based payments under this plan based on the estimated fair value of the award at the grant date and recognizes the payments as an expense in the consolidated statements of profit or loss over the requisite service period. The estimated fair value of the award is based on the listed share price of the Company on the date of grant.
RSUs for Management
At a meeting held on April 6, 2022, the compensation committee approved an Incentive Award Plan pursuant to which awards of RSUs were granted to management. Each RSU granted represents a right to receive one listed share of the Company at the end of each vesting period, subject to continued service.
The RSUs are subject to service-based and performance-based vesting conditions and vest as follows:
| • | Serviced-Based Condition: <br>one-third<br> of the RSUs are subject to the service-based condition and will vest as follows: |
|---|---|
| • | 50% of this 33% will vest on the 1<br>st<br> anniversary date as from the date of grant, |
| --- | --- |
| • | 50% of this 33% will vest on the 2<br>nd<br> anniversary date as from the date of grant. |
| --- | --- |
| • | Performance-Based Condition: <br>two-thirds<br> of the RSUs are subject to the performance-based condition and will vest as follows: |
| --- | --- |
| • | Period 1: 50% will vest: |
| --- | --- |
| • | If between April 8, 2025 and April 8, 2029 (both dates included), at any time, the closing stock price (the last price at which the Company stock trades during the regular trading session) equals or exceeds $25 per share for any 20 trading days within any 30 trading days period. |
| --- | --- |
| • | Accelerator event: If the Company announces results for the fourth quarter and full year of 2024 of (i) revenue of at least 1B Euro, (ii) the Company’s auditor confirms that the cash flows corresp<br>on<br>ding to 2024 is positive and (iii) if from December 1, 2024, at any time, the closing stock price (the last price at which the Company stock trades during the regular trading session) equals or exceeds $25 per share for any 20 trading days within any 30 trading days period. |
| --- | --- |
| • | Period 2: 50% will vest: |
| --- | --- |
| • | If between April 8, 2027 and April 8, 2029 (both dates included), at any time, the closing stock price (the last price at which the Company stock trades during the regular trading session) equals or exceeds $30 per share for any 20 trading days within any 30 trading days period. |
| --- | --- |
32
WALLBOX N.V.
Notes to the interim condensed consolidated financial statements
Also on November 11, 2022 the Compensation committee approved granting RSUs to certain management personnel of the Group. These RSUs are subject to performance-based vesting conditions only, and such conditions are consistent with the performance-based vesting conditions disclosed above.
The Group has valued each RSUs under such plan as follows:
Service-based condition: This fair value was determined by discounting the forward price of the Company’s stock at each vesting date. The price in this tranche has been based on the spot price at grant date.
Performance-based condition: This fair value has been based on the Company’s price developments according to the Black-Scholes model. Prices for each averaging window are obtained via Monte Carlo simulation.
Additionally, during the six months ended June 30, 2023, the Company has granted new RSUs to members of the Board of Directors. These RSUs will vest in the third quarter of 2023, subject to continued service through such date.
ESPP
In January 2023, the Group launched an offering period under the Amended and Restated 2021 Employee Stock Purchase Plan (“ESPP”) for a length of one year, with the purpose of increasing employee engagement and motivation. The offering has been designed in accordance with the 2021 Employee Stock Purchase Plan approved by the Company upon listing in October 2021. The Employee Stock Purchase Plan consists of an offer to buy a maximum of 20,000 shares by each of the Company’s employees who participates in the ESPP with a discount of up to 15%, with a limit of 1% to 10% of annual salary per year.
Movements during the year
The following table illustrates the movements in stock options during the six months ended June 30, 2023, excluding earn out payments in shares for the business combinations of Coil and Ares in 2022:
| Number of warrants | ESOP | MSOP | Founders | RSU Employees | RSU Management | RSU Coil & Ares | RSU Board | ESPP | Total | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| At December 31, 2022 | 1,285,619 | 6,238,316 | 1,033,609 | 2,027,765 | 2,000,000 | 496,019 | — | — | 13,081,328 | ||||||||||||||||
| Granted | — | 38,160 | — | 2,076,632 | — | 297,774 | 312,564 | 2,725,130 | |||||||||||||||||
| Exercised | (84,688 | ) | (622,870 | ) | (20,000 | ) | (616,308 | ) | (249,999 | ) | — | — | (312,564 | ) | (1,906,429 | ) | |||||||||
| Cancelled | — | — | — | (350,165 | ) | (291,667 | ) | — | — | — | (641,832 | ) | |||||||||||||
| At June 30, 2023 | 1,200,931 | 5,653,606 | 1,013,609 | 3,137,924 | 1,458,334 | 496,019 | 297,774 | — | 13,258,197 |
33
WALLBOX N.V.
Notes to the interim condensed consolidated financial statements
| 21. | Financial income and expenses |
|---|
Details of financial income and expenses are as follows:
| (In thousand Euros) | June 30, 2023 | June 30, 2022 | ||
|---|---|---|---|---|
| Financial income | ||||
| Fair value adjustment of the put option | — | 2,002 | ||
| Fair value gain on financial investments | 65 | 53 | ||
| Fair value of derivatives | 320 | 15 | ||
| Other finance income | 184 | — | ||
| Total financial income | 569 | 2,070 | ||
| Financial Expenses | ||||
| Interest and fees on bank loans (Note 12) | 6,049 | 1,245 | ||
| Interest on leases (Note 9) | 593 | 607 | ||
| Valuation of financial instruments | — | 1,550 | ||
| Accretion of discount on put option liabilities | — | 25 | ||
| Other finance costs | 62 | 10 | ||
| Total financial expenses | 6,704 | 3,437 | ||
| 22. | Loss Per Share | |||
| --- | --- |
Basic loss per share is calculated by dividing net loss for the period attributable to equity holders of the Company by the weighted average number of ordinary shares outstanding during the year.
As the Company has losses in all periods, potential ordinary shares from Management Stock Options, Employee Stock Options, RSU plans and Warrants are not dilutive (losses per share would be less and ant i-dilution would exist), Hence, these shares are not considered in the calculation of losses per diluted share.
34
WALLBOX N.V.
Notes to the interim condensed consolidated financial statements
Details of the calculation of basic and diluted loss per share are as follows:
| (In thousand Euros) | June 30, 2023 | June 30, 2022 | ||||
|---|---|---|---|---|---|---|
| Loss for the period | (70,632 | ) | (8,691 | ) | ||
| Dilutive effects on earnings per share | — | — | ||||
| Total loss for basic and diluted earnings per share | (70,632 | ) | (8,691 | ) | ||
| Number of shares | June 30, 2023 | June 30, 2022 | ||||
| Weighted average number of ordinary shares for basic and diluted earnings per share (thousand shares) | 175,512 | 161,977 | ||||
| (In Euros) | June 30, 2023 | June 30, 2022 | ||||
| Basic and diluted losses per share | (0.40 | ) | (0.05 | ) | ||
| 23. | Tax-related balances | |||||
| --- | --- | |||||
| A. | Tax credit and other receivables/Other payables | |||||
| --- | --- | |||||
| (In thousand Euros) | June 30, 2023 | December 31, 2022 | ||||
| --- | --- | --- | --- | --- | ||
| Indirect taxes receivables | 5,798 | 10,091 | ||||
| Government Grant receivables | 3,673 | 4,049 | ||||
| Income tax credit receivables (short term) | — | 706 | ||||
| Income tax credit receivables (long term) | 8,185 | 6,629 | ||||
| Total | 17,656 | 21,475 | ||||
| (In thousand Euros) | June 30, 2023 | December 31, 2022 | ||||
| Indirect taxes payables | 5,200 | 5,819 | ||||
| Current income tax liability | — | 1,186 | ||||
| Deferred tax liability | 1,457 | 1,388 | ||||
| Total | 6,657 | 8,393 | ||||
| B. | Amounts recognized in profit or loss | |||||
| --- | --- | |||||
| (In thousand Euros) | June 30, 2023 | June 30, 2022 | ||||
| --- | --- | --- | --- | --- | --- | --- |
| Loss before Tax | (72,253 | ) | (9,280 | ) | ||
| Tax income (at 25%) | 18,063 | 2,320 | ||||
| Unrecognized deferred tax assets on tax losses | (18,063 | ) | (2,320 | ) | ||
| Deductions and credits generated | (1,556 | ) | (549 | ) | ||
| Other adjustments | (65 | ) | (40 | ) | ||
| Income tax expense/(income) | (1,621 | ) | (589 | ) |
35
WALLBOX N.V.
Notes to the interim condensed consolidated financial statements
As of June 30, 2023 and December 31, 2022 details of the tax losses to be offset are as follows:
| (In thousand Euros) | June 30, 2023 | December 31, 2022 | ||
|---|---|---|---|---|
| 2015 | 47 | 47 | ||
| 2016 | 439 | 439 | ||
| 2017 | 56 | 56 | ||
| 2018 | 1,579 | 1,579 | ||
| 2019 | 3,318 | 3,318 | ||
| 2020 | 9,025 | 9,025 | ||
| 2021 | 121,936 | 122,936 | ||
| 2022 | — | — | ||
| 2023 | 58,302 | — | ||
| 194,702 | 137,400 |
The tax losses detailed above correspond to the Spanish tax consolidated headed by Wallbox.
Tax losses may be offset indefinitely in the future.
The existence of unused tax losses, as well as the lack of track record of generating tax profits, evidences that future taxable profit may not be available to the Group, at least for the near and medium term, as the C om pany is early stage. Having considered all evidence available and the current investment phase, management determined that there was insufficient positive evidence to support the fact that it is probable that future taxable profits will be available against which to offset the tax losses. Accordingly, no deferred tax asset is recognized in the financial statements.
36
WALLBOX N.V.
Notes to the interim condensed consolidated financial statements
| 24. | Related party disclosures |
|---|---|
| 24.1 | Related party transactions and balances |
| --- | --- |
Details of transactions and balances with related parties are as follows:
| June 30, 2023 | ||||||||
|---|---|---|---|---|---|---|---|---|
| (In thousand Euros) | Shareholders | Joint Venture | Total | |||||
| Income | ||||||||
| Revenue | — | — | — | |||||
| Statement of financial position | ||||||||
| Loans | — | — | — | |||||
| Receivables | — | — | — | |||||
| December 31, 2022 | ||||||||
| (In thousand Euros) | Shareholders | Joint Venture | Total | |||||
| Statement of financial position | ||||||||
| Loans granted to Joint Venture | — | 1,411 | 1,411 | |||||
| Receivables from Joint Venture | — | 534 | 534 | |||||
| Impairment of financial assets | — | (1,945 | ) | (1,945 | ) | |||
| June 30, 2022 | ||||||||
| (In thousand Euros) | Shareholders | Joint Venture | Total | |||||
| Income | ||||||||
| Revenue | 13 | — | 13 |
In connection with the June 2023 private placement of Class A Shares, Enric Asuncion Escorsa purchased 387,597 Class A Shares, Orilla Asset Management, S.L. purchased 7,751,938 Class A Shares, AM Gestio, S.L. purchased 1,937,985 Class A Shares, Consilium, S.L. purchased 6,429,330 Class A Shares, Anangu Corp, S.L. purchased 387,597 Class A Shares and Black Label Equity I SCR, S.A. purchased 1,937,985 Class A Shares, in each case, at price of $2.58 per share.
| 24.2 | Remuneration of Directors and Key Management Personnel |
|---|
The remuneration expenses recorded for the members of the Board of Directors for the six months ended on June 30, 2023 and 2022 are as follows:
| (In thousand Euros) | June 30, 2023 | June 30, 2022 | ||
|---|---|---|---|---|
| Short-term benefits | 282 | 388 | ||
| Non-executive<br> directors remuneration | 180 | 152 | ||
| Share-based payment plan | 300 | 6,146 | ||
| Total | 762 | 6,686 |
37
WALLBOX N.V.
Notes to the interim condensed consolidated financial statements
Details of the remuneration expenses recorded for the Company’s senior management (excluding the executive members of the Board of Directors) are as follows:
| (In thousand Euros) | June 30, 2023 | June 30, 2022 | ||
|---|---|---|---|---|
| Short-term benefits | 1,118 | 1,188 | ||
| Termination benefits | 14 | — | ||
| Share-based payment plan expenses | 1,282 | 9,983 | ||
| Total | 2,414 | 11,171 |
No expenses for post-employment benefits were incurred during the six months ended June 30, 2023 and the six months ended June 30, 2022.
As of June 30, 2023 and 2022, the Group had no pension or life insurance obligations with members of senior management.
As of June 30, 2023 and 2022, no advances or loans had been granted to members of senior management, nor had the Company extended any guarantees on their behalf.
During the six months ended June 30, 2023, public liability insurance premiums of Euros 534 thousand, as compared to Euros 863 thousand in the six months ended June 30, 2022 had been incurred to be covered for damages or losses that may be incurred by members of the Board of Directors in the performance of their duties. These insurance premiums do however not form part of the remuneration of the members of the Board of Directors and have therefore not be included in the table above.
| 25. | Financial Risk Management |
|---|
Risk management policies are established by management, having been approved by the Company’s Board of Directors. Based on these policies, the Finance department has established a number of procedures and controls to identify, measure and manage risks deriving from the activity involving financial instruments. These policies, inter alia, prohibit the Group from speculating with derivatives.
Any activity involving financial instruments exposes the Group to credit risk, market risk and liquidity risk.
a) Credit risk
Credit risk arises from possible losses deriving from failure to comply with contractual obligations on the part of the counterparties of the Group, i.e., the possibility of not recovering financial assets at the amount recogn iz ed and within the established term.
38
WALLBOX N.V.
Notes to the interim condensed consolidated financial statements
The maximum credit risk exposure is as follows:
| June 30, 2023 | December 31, 2022 | |||||||
|---|---|---|---|---|---|---|---|---|
| (In thousand Euros) | Non-current | Current | Non-current | Current | ||||
| Customer sales and services | — | 41,089 | — | 39,797 | ||||
| Other receivables | — | 579 | — | 16 | ||||
| Loans to employees | 180 | 27 | — | 14 | ||||
| Trade and other financial receivables | 180 | 41,695 | — | 39,827 | ||||
| Gurantee deposit | 1,644 | — | 1,133 | — | ||||
| Non-current<br> financial assets | 1,644 | — | 1,133 | — | ||||
| Gurantee deposit | — | 397 | — | 560 | ||||
| Financial investments | — | 5,625 | — | 5,397 | ||||
| Other current financial assets | — | 6,022 | — | 5,957 | ||||
| Cash and cash equivalents | — | 105,554 | — | 83,308 | ||||
| Total | 1,824 | 153,271 | 1,133 | 129,092 |
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. The Group loans and borrowings balance as of June 30, 2023 and December 31, 2022 is broken down as follows:
| (In thousand Euros) | Currency | December 31, 2022 | |||
|---|---|---|---|---|---|
| Fixed rate Loan | 26,154 | 32,125 | |||
| Floating rate loan | 152,627 | 101,502 | |||
| 178,781 | 133,627 |
All values are in Euros.
A 100 basis points change in interest rates would mean an increase (decrease) in profit or loss as of June 30, 2023 by Euros 900 thousand, as compared to Euros 982 thousand as of June 30, 2022. This analysis assumes that all other variables are held constant and considers only the effect of interest rates.
| June 30, 2023 | June 30, 2022 | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Profit or loss | Profit or loss | |||||||||
| (In thousand Euros) | 100 bp increase | 100 bp decrease | 100 bp increase | 100 bp decrease | ||||||
| Floating rate loan | 900 | (900 | ) | 982 | (982 | ) |
39
WALLBOX N.V.
Notes to the interim condensed consolidated financial statements
Currency risk
Currency risk is the risk of possible losses due to changes in the fair value of and future cash flows from financial instruments as a result of exchange rate fluctuations.
Cash and cash equivalents, trade and other financial receivables and other current assets / deferred charges are primarily the items included within the Group’s assets and liabilities that are denominated in a currency other than the functional currency.
The following table shows the impact of a reasonably possible strengthening or weakening of the Euro against USD on the Group monetary assets and liabilities as of June 30, 2023 and 2022. This sensitivity analysis assumes that all other variables remain constant and ignores any impact from anticipated sales and purchases. The Group’s exposure to foreign currency exchange for all other currencies is not significant.
| June 30, 2022 | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Profit or loss | |||||||||
| (In thousand Euros) | Weakening | Strengthening | Weakening | ||||||
| (10% movement) | 1,023 | (1,250 | ) | (9,299 | ) | 11,365 |
All values are in US Dollars.
Other market price risk
The Group has derivative warrant liabilities (see Note 12) measured at FVTPL.
The derivative warrant liabilities of Euros 8,974 thousand as of June 30, 2023, as compared to Euros 5,834 thousand at December 31, 2022, are measured at fair value.
A change of the warrant price by 1% would result in an increase/decrease of the underlying warrant liabilities of Euros 90 thousand.
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 thousand Euros) | June 30, 2023 | December 31, 2022 | ||
|---|---|---|---|---|
| Current assets | 264,118 | 255,171 | ||
| Current liabilities | 181,120 | 178,793 | ||
| Total | 82,998 | 76,378 |
The working capital presented by the Group is sufficient to cover the various c om mitments arising from its activity.
40
WALLBOX N.V.
Notes to the interim condensed consolidated financial statements
Details of the maturities, by year, of the principal and interest of the loans and borrowings as of June 30, 2023 and December 31, 2022 are as follows:
| June 30, 2023 | ||||||
|---|---|---|---|---|---|---|
| (In thousand Euros) | Capital | Interest | Total | |||
| 1 July 2023 - 30 June 2024 | 112,512 | 6,166 | 118,678 | |||
| 1 July 2024 - 30 June 2025 | 21,773 | 5,810 | 27,583 | |||
| 1 July 2025 - 30 June 2026 | 18,369 | 4,071 | 22,440 | |||
| 1 July 2026 - 30 June 2027 | 14,274 | 2,332 | 16,606 | |||
| 1 July 2027 - 30 June 2028 | 6,294 | 1,256 | 7,550 | |||
| More than five years | 5,559 | 280 | 5,839 | |||
| 178,781 | 19,915 | 198,696 | ||||
| December 31, 2022 | ||||||
| (In thousand Euros) | Capital | Interest | Total | |||
| 2023 | 89,268 | 3,428 | 92,696 | |||
| 2024 | 12,063 | 2,785 | 14,848 | |||
| 2025 | 10,688 | 2,014 | 12,702 | |||
| 2026 | 8,024 | 1,398 | 9,422 | |||
| 2027 | 6,907 | 838 | 7,745 | |||
| More than five years | 6,677 | 759 | 7,436 | |||
| 133,627 | 11,222 | 144,849 |
d) Capital management
For the purpose of the Group’s capital management, capital includes issued capital, share premium and all other equity reserves attributable to the equity holders of the Company. The primary objective of the Group’s capital management is to maximize the shareholder value. The Group manages its capital structure and makes adjustments in light of changes in economic conditions and the requirements of its financial requirements to attend its business plans. To maintain or adjust the capital structure, the Group may issue new shares or issue/repay debt financial instruments. The Group monitors capital management to ensure that it meets its financial needs to achieve its business objectives while maintaining its solvency.
No changes were made in the objectives, policies, or processes for managing capital with regard to the information disclosed in the 2022 Consolidated Financial Statements.
| 26. | Events after the Reporting Period |
|---|
No additional significant events after the reporting period have occurred, except as described below:
From July 1, 2023 to the date of the issuance of these interim condensed consolidated financial statements, an aggregate of 250,661 options were exercised for an aggregate of 250,661 Class A Shares, increasing the Company’s share capital of Euros 30 thousand.
41
WALLBOX N.V.
Notes to the interim condensed consolidated financial statements
| 27. | Detail of Wallbox Group subsidiaries | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| % Equity interest | |||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Company name | Registered office | Activity | Company holding<br> investment | June 2023 | December 2022 | Consolidation<br><br>method | |||||
| Wall Box Chargers, S.L.U. | Paseo de la Castellana, 95. Planta 28, 28046, Madrid, Spain | Retail innovative solutions for charging Electric Vehicles | Wallbox NV | 100 | % | 100 | % | * | Fully consolidated | ||
| Kensington Capital Acquisition Corp II | 1400 Old Country Road, Suite 301, Westbury, NY 11590 | Special purpose acquisition company | Wallbox NV | 100 | % | 100 | % | * | Fully consolidated | ||
| Wallbox Energy, S.L.U. | Calle Foc 68, 08038, Barcelona, Spain | Retail innovative solutions for charging Electric Vehicles | Wall Box Chargers, S.L.U. | 100 | % | 100 | % | - | Fully consolidated | ||
| Wallbox UK Limited | 378-380<br> Deansgate, Manchester, United Kingdom M3 4LY | Retail innovative solutions for charging Electric Vehicles | Wall Box Chargers, S.L.U. | 100 | % | 100 | % | - | Fully consolidated | ||
| SAS Wallbox France | Avenue des Champs Elysées 102, 75008, Paris, France | Retail innovative solutions for charging Electric Vehicles | Wall Box Chargers, S.L.U. | 100 | % | 100 | % | - | Fully consolidated | ||
| WBC Wallbox Chargers Deutschland GmbH | Oskar-von-Miller-Ring<br> 20, 80333 Munich, Germany | Retail innovative solutions for charging Electric Vehicles | Wall Box Chargers, S.L.U. | 100 | % | 100 | % | - | Fully consolidated | ||
| Wallbox Italy, S.R.L. | Piazza Tre Torri 2, 20145 CAP, Milano, Italy | Retail innovative solutions for charging Electric Vehicles | Wall Box Chargers, S.L.U. | 100 | % | 100 | % | Fully consolidated | |||
| Wallbox Netherlands B.V. | Kingsfordw eg 151,1042 GR Amsterdam, The Netherlands | Retail innovative solutions for charging Electric Vehicles | Wall Box Chargers, S.L.U. | 100 | % | 100 | % | - | Fully 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 Chargers, S.L.U. | 100 | % | 100 | % | - | Fully consolidated | ||
| Wallbox Shanghai Ldt. | Unit <br>05-129<br> Level 5, No. 482, 488, 492, 518 Xinjiang Road, Jingan District, Shanghai Municipality, China | Retail innovative solutions for charging Electric Vehicles | Wall Box Chargers, S.L.U. | 100 | % | 100 | % | - | Fully consolidated | ||
| Wallbox AS | Professor Olav Hanssens vei 7A, 4021 Stavanger, Norway | Retail innovative solutions for charging Electric Vehicles | Wall Box Chargers, S.L.U. | 100 | % | 100 | % | - | Fully consolidated | ||
| Wallbox ApS | Rådhuspladsen 16, 1550 København, Denmark | Retail innovative solutions for charging Electric Vehicles | Wallbox Norway AS | 100 | % | 100 | % | - | Fully consolidated | ||
| Wallbox AB | Kistagången 12, 164 40 Kista, Sweden | Retail innovative solutions for charging Electric Vehicles | Wallbox Norway AS | 100 | % | 100 | % | - | Fully consolidated | ||
| Wallbox Oy | PL 747, 00101 Helsinki, Finland | Retail innovative solutions for charging Electric Vehicles | Wallbox Norway AS | 100 | % | 100 | % | - | Fully consolidated | ||
| Electromaps, S.L.U. | Calle Foc 68, 08038, Barcelona, Spain | Retail innovative solutions for charging Electric Vehicles | Wall Box Chargers, S.L.U. | 100 | % | 100 | % | - | Fully consolidated | ||
| Coil, Inc. | 1307 Hayes Street Suite 5 San Francisco, CA 94117 US | EV Charge installer | Wallbox USA, Inc. | 100 | % | 100 | % | - | Fully consolidated | ||
| AR Electronics Solutions, S.L.U. | Calle Foc 68, 08038, Barcelona, Spain | Manufacture of Electronical components | Wall Box Chargers, S.L.U. | 100 | % | 100 | % | - | Fully consolidated | ||
| Wallbox Australia PTY, Ltd | 152 Elizabeth Street - Level 4 - Melbourne VIC 3000 | Retail innovative solutions for charging Electric Vehicles | Wall Box Chargers, S.L.U. | 100 | % | 100 | % | - | Fully consolidated | ||
| WBX Chargers Portugal, Unipessoal Lda | Edifício Scala, Rua de Vilar, 235, 2.o andar Porto Concelho: Porto Freguesia: Lordelo do Ouro e Massarelos 4050 626 Porto | Retail innovative solutions for charging Electric Vehicles | Wall Box Chargers, S.L.U. | 100 | % | 100 | % | - | Fully consolidated | ||
| Wallbox Belgium BV | 1831 Diegem, Pegasuslaan 5, Belgium | Retail innovative solutions for charging Electric Vehicles | Wall Box Chargers, S.L.U. | 100 | % | — | - | Fully consolidated | |||
| (*) | direct ownership | ||||||||||
| --- | --- | ||||||||||
| (-) | indirect ownership | ||||||||||
| --- | --- |
42