Wallbox N.V.(WBX) - 2024 Q4 - Annual Report

PART I Key Information The company faces significant operational, financial, and governance risks as an early-stage entity in the volatile EV market Risk Factors The company outlines major risks including historical losses, EV market dependency, supply chain issues, and a dual-class share structure - The company is an early-stage entity with a history of operating losses, incurring a net loss of €151.8 million in 2024 and €112.1 million in 2023, and expects to continue incurring losses in the near to medium term[56] - The company's growth is highly dependent on the continued adoption of EVs, which is influenced by factors like government incentives, competition from other fuel technologies, and consumer perceptions[57][65] - The company relies on a limited number of vendors for key components, making it vulnerable to supply chain disruptions, such as the semiconductor shortages that have affected the automotive industry[81] - The independent auditor's report for the year ended December 31, 2024, includes an explanatory paragraph expressing substantial doubt about the company's ability to continue as a going concern[125][713] - The dual-class share structure concentrates voting power, with Class B shares having ten votes per share compared to one vote for Class A shares[210] - As a foreign private issuer, Wallbox is exempt from certain U.S. SEC reporting rules and follows home country governance practices, which may offer less protection to shareholders[212][214] - The company received a non-compliance notice from the NYSE on November 21, 2024, because its average closing share price was below $1.00 for over 30 consecutive trading days[198] Information on the Company The company is a global provider of EV charging solutions, detailing its history, products, acquisitions, and operational structure History and Development of the Company Founded in 2015, Wallbox became a Dutch public company listed on the NYSE in October 2021 via a SPAC merger - Wallbox Chargers S.L. was incorporated in Spain on May 22, 2015[250] - On October 1, 2021, the company completed its business combination with SPAC Kensington Capital Acquisition Corp. II and listed on the NYSE under the ticker "WBX"[251] Business Overview Wallbox offers a comprehensive portfolio of hardware and software for EV charging and energy management globally - Wallbox's mission is to facilitate EV adoption by creating smart charging systems that manage communication between the user, vehicle, grid, and building[255][256] - As of December 31, 2024, the company has sold over 1 million chargers across more than 120 countries[263] - Key strategic acquisitions include ABL in Germany (2023) and COIL in the U.S. (2022) to enhance market presence and capabilities[258][259][260][261] - The product portfolio includes AC chargers, DC fast chargers like Supernova (up to 220 kW), and the bi-directional DC home charger, Quasar[262][271][272] - The company operates under a vertically-integrated model with manufacturing in Spain, Germany, and the U.S[264] - The business is structured into three reportable operating segments based on geography: EMEA, NORAM, and APAC[265] Organizational Structure The company's structure consists of the parent, Wallbox N.V., and its significant subsidiaries listed in the financial statements - A full list of significant subsidiaries, their country of incorporation, and ownership percentage is provided in Note 28 of the consolidated financial statements[333] Property, Plant and Equipment The company operates leased manufacturing facilities in Spain, the US, Germany, and Morocco with significant production capacity - The company has leased manufacturing facilities in Barcelona (Spain), Arlington (Texas, USA), Nürnberg (Germany), and Tangier (Morocco)[334] - The estimated annual production capacity is approximately 624k chargers in Barcelona, 283k in Arlington, and 302k in Nürnberg[334] - The corporate headquarters are in a leased 11,000 square meter office space in Barcelona, Spain[335] Operating and Financial Review and Prospects Revenue grew 14% to €163.9 million in 2024, but net loss widened due to asset impairments and financing costs Operating Results Revenue increased 14% to €163.9 million in 2024, while net loss grew 35% to €151.8 million, impacted by a significant asset impairment Consolidated Results of Operations (2024 vs. 2023) | Metric (in thousands of Euros) | 2024 | 2023 | Variance (€) | Variance (%) | |---|---|---|---|---| | Revenue | 163,943 | 143,769 | 20,174 | 14% | | Sales of goods | 146,222 | 129,416 | 16,806 | 13% | | Sales of services | 17,721 | 14,353 | 3,368 | 23% | | Operating loss | (133,817) | (106,941) | (26,876) | 25% | | Impairment of assets | (26,415) | — | (26,415) | — | | Employee benefits | (71,488) | (81,236) | 9,748 | (12)% | | Loss for the year | (151,792) | (112,071) | (39,721) | 35% | - Revenue from goods sales grew by 13% in 2024, primarily due to increased sales of AC and DC chargers and the full-year contribution from the ABL acquisition[402] - Operating loss increased significantly due to a €26.4 million impairment of assets in the Nordics, ABL, and Wallbox Europe CGUs[408] - Employee benefits expense decreased by 12% to €71.5 million, reflecting the positive impact of workforce reduction and cost efficiency measures[406] Adjusted EBITDA Reconciliation (2024 vs. 2023) | Metric (in thousands of Euros) | 2024 | 2023* | |---|---|---| | Loss for the year | (151,792) | (112,071) | | EBITDA | (95,944) | (78,498) | | Share based payment expenses | 2,837 | 14,191 | | One-time expenses | 6,123 | 3,031 | | Impairment of assets | 26,415 | 0 | | Adjusted EBITDA | (59,882) | (74,176) | Liquidity and Capital Resources The company faces liquidity challenges with recurring losses and negative cash flows, relying on financing and debt restructuring - As of December 31, 2024, the company had cash, cash equivalents, and financial investments of €46.1 million, with an accumulated deficit of €569.2 million[431] - In November 2024, the Group entered into a framework agreement with key lenders for an 18-month grace period on debt repayments, finalized by April 2025[358][451][453] - The company has raised capital through several private placements, including $45 million in August 2024 and $9.9 million in February 2025[349][350] Cash Flow Summary (2024 vs. 2023) | Metric (in thousands of Euros) | 2024 | 2023 | Variance | |---|---|---|---| | Net cash used in operating activities | (51,532) | (64,100) | 12,568 | | Net cash used in investing activities | (39,461) | (54,145) | 14,684 | | Net cash from financing activities | 2,955 | 140,631 | (137,676) | - Net cash used in operating activities decreased by 20% in 2024 due to cost reduction programs, while net cash from financing activities decreased by 98%[464][465] Trend Information The company is integrating Artificial Intelligence into its products and services to improve diagnostics and customer support - The company is implementing AI-based self-diagnosis models to help users troubleshoot charging device issues remotely via interactive bots[468] - AI is being used to accelerate diagnostic processes and improve service resolution times for technical support[468] Directors, Senior Management and Employees This section details the company's leadership, compensation structures, board practices, and a significant reduction in workforce Directors and Senior Management The company is led by its co-founders and an eleven-member board with directors from the automotive and finance industries - The executive team is led by co-founder Enric Asunción Escorsa (CEO), Luis Boada (CFO), and co-founder Eduard Castañeda (Chief Innovation Officer)[475] - The Board comprises eleven directors, including one executive director and ten non-executive directors[474][475] - Shareholders Iberdrola and Generac have rights to designate a director to the Board, for as long as they meet certain ownership thresholds[491][492] Compensation Executive compensation totaled €1.7 million in 2024, and the company maintains multiple equity incentive plans for talent retention Executive Officer Compensation (FY 2024) | Metric (in thousands of Euros) | All executives | |---|---| | Periodically paid remuneration | 872 | | Bonuses | 84 | | Share based payments | 460 | | Termination benefit | 285 | | Total compensation | 1,701 | - Non-executive directors are compensated with annual cash fees for board membership and additional fees for committee participation and chairmanship[499] - The company has multiple equity incentive plans: Legacy Stock Option Programs, the Wallbox N.V. 2021 Equity Incentive Plan, and an Employee Stock Purchase Plan (ESPP)[504][509][512] - The 2021 Equity Incentive Plan had an initial reserve of 17,090,419 shares, and the ESPP had an initial reserve of 8,545,209 shares[510][515] Board Practices The company has a one-tier board with three standing committees and follows Dutch governance practices as a foreign private issuer - The company has a one-tier board with executive and non-executive directors, appointed for one-year terms[526][527] - The Board has three standing committees: Audit, Compensation, and Nominating and Corporate Governance[538] - The Audit Committee is chaired by Donna J. Kinzel, who is qualified as an "audit committee financial expert"[539] - As a foreign private issuer, Wallbox follows Dutch corporate governance practices in some areas, differing from NYSE requirements for domestic issuers[680][682] Employees The company significantly reduced its workforce in 2024, with the total number of employees decreasing from 1,457 to 905 Average Number of Employees | Category | 2024 | 2023 | 2022 | |---|---|---|---| | Directives | 50 | 69 | 41 | | Administrative | 193 | 387 | 445 | | Commercials | 193 | 189 | 194 | | Operators | 339 | 212 | 38 | | Engineers | 333 | 408 | 464 | | Total | 1,108 | 1,265 | 1,182 | - As of December 31, 2024, the company had 905 employees, a decrease from 1,457 employees at the end of 2023[555] Major Shareholders and Related Party Transactions Voting power is concentrated with co-founders, and the company engages in transactions with major shareholders like Iberdrola and Generac Major Shareholders Voting control is concentrated with the co-founders through a dual-class share structure, with several strategic investors holding over 5% Beneficial Ownership of Major Shareholders (as of March 1, 2025) | Beneficial Owner | Class A Shares (%) | Class B Shares (%) | Combined Voting Power (%) | |---|---|---|---| | Enric Asunción Escorsa | 3.6% | 73.3% | 28.16% | | Eduard Castañeda | * | 26.7% | 9.54% | | Orilla Asset Management, S.L. (Francisco Riberas) | 12.0% | — | 7.7% | | Inversiones Financieras Perseo, S.L.U. (Iberdrola) | 8.6% | — | 5.5% | | Mingkiri, S.L. | 7.1% | — | 4.6% | | Infisol 3000, S.L. (Pol Soler) | 5.7% | — | 3.7% | | Consilium, S.L. | 6.5% | — | 4.2% | | AM Gestió, S.L. | 5.9% | — | 3.8% | | Generac Power Systems, Inc. | 14.4% | — | 9.3% | | All executive officers and directors as a group (11 persons) | 26.7% | 100.0% | 51.8% | - As of March 1, 2025, there were 265,451,432 Class A Shares and 13,500,793 Class B Shares outstanding[559] Related Party Transactions The company engages in transactions with major shareholders, including private placements and commercial agreements with Iberdrola - In the August 2024 private placement, related parties including entities affiliated with Enric Asunción Escorsa, Orilla Asset Management, and Generac Power Systems, Inc. purchased Class A shares[573][1167] - Wallbox has a lease agreement with an Iberdrola subsidiary for its Barcelona offices and a Power Purchase Agreement for its Zona Franca factory[576][580] - Iberdrola has a non-binding letter of intent to purchase up to 10,000 public chargers from Wallbox; sales to Iberdrola affiliates totaled €6.1 million in 2024[577][578] - The Board has adopted a written Related Parties Transaction Policy, requiring review and approval of material transactions by the Audit Committee[584] Financial Information This section references the full financial statements and confirms no material legal proceedings or plans to pay dividends - The company's audited consolidated financial statements are provided under Item 18 of the report[587] - The company is not currently a party to any material legal proceedings[589] - Wallbox has not paid any cash dividends to date and does not intend to in the foreseeable future, planning to retain all available funds for business growth[590] The Offer and Listing The company's Class A shares and Warrants trade on the NYSE under the symbols "WBX" and "WBXWS" respectively - Class A Shares and Warrants commenced trading on the NYSE on October 4, 2021[593] - The trading symbol for Class A Shares is "WBX" and for Warrants is "WBXWS"[593] - The company's Class B ordinary shares are not publicly traded[593] Additional Information This section covers material contracts, exchange controls, and U.S. federal income tax consequences for shareholders Exchange Controls There are no Dutch or Spanish exchange control regulations affecting capital movements or remittances to non-resident shareholders - The company states that there are no Netherlands/Spanish exchange control regulations that would affect capital movements or remittance of dividends to non-resident shareholders[600] Taxation This subsection summarizes U.S. federal income tax consequences and the company's status regarding PFIC classification - The company does not believe it will be treated as a Passive Foreign Investment Company (PFIC) for the current taxable year and does not expect to become one[248][622] - For U.S. Holders, distributions on Class A Shares will generally be treated as dividends, potentially taxed at lower capital gains rates as "qualified dividend income"[605][606] - A U.S. Holder generally will not recognize gain or loss upon exercising a Warrant for cash; the tax consequences of a cashless exercise are unclear[614][615] - Distributions to and gains by Non-U.S. Holders are generally not subject to U.S. federal income tax, unless effectively connected with a U.S. trade or business[628] Quantitative and Qualitative Disclosures About Market Risk The company is exposed to market risks from interest rates, foreign currency exchange rates, and other market price fluctuations - The company is exposed to interest rate risk; a hypothetical 100 basis point change in interest rates would impact the 2024 profit or loss by approximately €2.0 million[645][1180][1181] - The company faces foreign currency risk, primarily from the USD; a hypothetical 10% strengthening of the Euro against the USD would result in a loss of €2.3 million for 2024[647][1185] - The company is exposed to other market price risks through its investments in funds (€25.3 million) and its derivative warrant liabilities (€2.2 million)[649] PART II Controls and Procedures Management concluded that disclosure controls were not effective as of year-end 2024 due to three material weaknesses in internal control - Management concluded that as of December 31, 2024, the company's disclosure controls and procedures were not effective[654] - Three material weaknesses were identified in internal control over financial reporting as of December 31, 2024[655] - The material weaknesses relate to: (a) lack of sufficient personnel with IFRS expertise, (b) ineffective IT general controls, and (c) inadequately designed accounting policies[655][656] - A remediation plan is underway, which includes hiring talent, engaging experts, and implementing new systems and controls[657][658][661] - As an emerging growth company, the annual report does not include an auditor attestation report on internal control over financial reporting[665] Principal Accountant Fees and Services Ernst & Young, S.L. served as the independent auditor, with total fees of €1.644 million in 2024 for audit services Accountant Fees (in thousands of Euros) | | 2024 | 2023 | |---|---|---| | Audit fees | 1,644 | 1,435 | | Other fees | — | — | | Tax fees | — | — | | Total | 1,644 | 1,435 | - Ernst & Young, S.L. ("EY") was the independent registered public accounting firm for fiscal years 2024 and 2023[669] - All audit and non-audit services provided by the auditors must be pre-approved by the Audit Committee[674] Corporate Governance As a foreign private issuer, the company follows Dutch governance practices, exempting it from certain NYSE shareholder approval rules - Wallbox is a 'foreign private issuer' and follows certain home country (Netherlands) governance practices in lieu of some NYSE listing standards[678] - The company intends to rely on the foreign private issuer exemption regarding NYSE rules that require shareholder approval for equity compensation plans[680][682] - Instead of following NYSE shareholder approval rules, the company will adhere to the requirements of Dutch law[682] Cybersecurity The company has implemented a cybersecurity program based on ISO27001, which is overseen by the Board's Audit Committee - The company has a cybersecurity risk management program based on the ISO27001:2022 standard, which is integrated with its overall risk management[688][689] - The Board of Directors oversees cybersecurity risk through its Audit Committee, with management responsibility held by the CIO and Information Security Manager[693][694][699] - The program includes risk assessments, a security team, employee awareness training, and an incident response plan[690] - No identified cybersecurity incidents to date have materially affected the company's operations, business strategy, or financial condition[690] PART III Financial Statements This section contains the audited IFRS consolidated financial statements, which include a 'going concern' notice from the auditor - The auditor's report from Ernst & Young, S.L. for FY2024 contains a paragraph expressing substantial doubt about the company's ability to continue as a going concern[713] Consolidated Statement of Financial Position (Assets) | (In thousand Euros) | Dec 31, 2024 | Dec 31, 2023 | |---|---|---| | Total Non-Current Assets | 194,699 | 226,617 | | Property, plant and equipment | 67,848 | 76,183 | | Intangible assets & Goodwill | 87,279 | 107,434 | | Total Current Assets | 158,367 | 256,924 | | Inventories | 70,082 | 92,478 | | Cash and cash equivalents | 20,036 | 101,158 | | Total Assets | 353,066 | 483,541 | Consolidated Statement of Financial Position (Equity & Liabilities) | (In thousand Euros) | Dec 31, 2024 | Dec 31, 2023 | |---|---|---| | Total Equity | 62,578 | 149,811 | | Total Non-Current Liabilities | 114,737 | 142,956 | | Loans and borrowings | 66,659 | 80,861 | | Total Current Liabilities | 175,751 | 190,774 | | Loans and borrowings | 131,810 | 126,496 | | Total Liabilities | 290,488 | 333,730 | | Total Equity and Liabilities | 353,066 | 483,541 | Consolidated Statement of Profit or Loss | (In thousand Euros) | Dec 31, 2024 | Dec 31, 2023 | Dec 31, 2022 | |---|---|---|---| | Revenue | 163,943 | 143,769 | 144,185 | | Operating Loss | (133,817) | (106,941) | (138,835) | | Impairment of assets | (26,415) | — | — | | Loss for the Year | (151,792) | (112,071) | (62,800) | | Basic and diluted losses per share (euros) | (0.66) | (0.60) | (0.38) | Consolidated Statement of Cash Flows | (In thousand Euros) | Dec 31, 2024 | Dec 31, 2023 | Dec 31, 2022 | |---|---|---|---| | Net cash used in operating activities | (51,532) | (64,100) | (136,292) | | Net cash used in investing activities | (39,461) | (54,145) | (13,959) | | Net cash from financing activities | 2,955 | 140,631 | 111,747 | | Net increase/(decrease) in cash | (88,038) | 22,386 | (38,504) | | Cash and cash equivalents at end of year | 20,036 | 101,158 | 83,308 |