April 2023
DATAWALK CAPITAL GROUP
SUMMARY OF THE CONSOLIDATED
ANNUAL FINANCIAL STATEMENTS
for the year ended 31
st
December 2022
DataWalk Spółka Akcyjna
ul. Rzeźnicza 32-33
50-130 Wrocław
KRS: 0000405409, NIP: 894 303 43 18, REGON: 021737247
Sąd rejestrowy: Sąd Rejonowy dla Wrocławia- Fabrycznej we Wrocławiu
VI Wydział Gospodarczy KRS Kapitał zakładowy: 513.298,80 zł w całości wpłacony
Page | 2
THE EXECUTIVE BOARD`S LETTER
Dear Investors,
2022 was a challenging year for our company. We faced key limiters to our growth, primarily related to the
scalability of our Field Engineering. While addressing this bottleneck, we learned that we needed to change and
reiterate our processes and redesign key aspects of the Field Engineering structure, starting from recruitment and
onboarding. As a result, we only managed to deliver symbolic revenue growth instead of the expected 70%+.
We aim to create a go-to-market machine scalable far beyond the current revenue levels. We need to stabilize the
full lifecycle of the pre- and post-sales delivery process to enable us to leverage external resources (partners). As the
year progresses, we will speed up revenue growth and the pace of onboarding new customers. The foundations we
are laying now will enable us to grow even faster in 2024 and beyond.
Here are some promising data points:
We observe that once customers become fully capable of managing and using our solution, they can achieve
results that exceed their expectations. An example of such success is receiving the Ally Bank Tech
Disruptor Award for 2023. Customer references and successes are essential to our growth and ability to
penetrate new accounts.
We trained and appointed three "Field Architects" and established their role as Visionaries in the System
Engineering Team. Projects designed and supervised by these Architects can be completed significantly
faster and more effectively than projects lacking such guidance.
We decided to speed up the building of our pre-sales practice by creating additional Solution Consulting
teams in North America and Europe, which have already proven to be important contributors to our go-to-
market capabilities.
A growing percentage of the analytical processes in our platform are based on AI, including natural
language processing, neural networks, and advanced machine learning.
The market opportunity remains very positive. With very limited direct competition and growing demand for graph-
focused analytics, we are confident that we will return to the dynamic growth path once we build a scalable go-to-
market machine in the Field Engineering area.
We manage our finances to be able to focus 100% on business growth in 2023, pushing out any potential fundraising
and not engaging in discussions about any acquisition offers we are receiving. We will be in a much better position
to work on these topics once we return to the growth trajectory that our product-market fit and the opportunity size
enable.
Yours faithfully,
Paweł Wieczyński, CEO
DataWalk Spółka Akcyjna
ul. Rzeźnicza 32-33
50-130 Wrocław
KRS: 0000405409, NIP: 894 303 43 18, REGON: 021737247
Sąd rejestrowy: Sąd Rejonowy dla Wrocławia- Fabrycznej we Wrocławiu
VI Wydział Gospodarczy KRS Kapitał zakładowy: 513.298,80 zł w całości wpłacony
Page | 3
Sales funnel methodology and definitions of the stages of the sales process. Quantifiers of our Sales Funnel.
Stages of the Sales:
1. Establishing contact with a prospect (including through our campaigns or first business partners).
2. Identification of the situation - this stage ends when we established contact with the appropriate
representatives of the client.
3. Validation of customer needs and initial verification of the opportunity.
4. Full Qualification of the opportunity.
5. Engagement with the full client project team (including decision-makers and senior management)
in substantive discussions. For example: a pilot implementation may take place during this phase.
6. Purchase negotiations and procedures (initiation of a public tender procedure if applicable).
7. Finalization of the terms of the contract and award of the tender.
8. Execution of implementation and acceptance protocols authorizing the issuing of invoices for licenses and
individual stages of implementation.
The categorization of a potential customer as a Qualified Lead (Stage 4) occurs only when the customer confirms
the readiness to purchase and has an approved budget and a project team to execute the selection process and the
will to continue discussions with us.
The values presented below do not include projects that left the sales funnel due to the conversion of projects into
Completed Sales (conclusion of a contract, obtaining an acceptance protocol, recognition of all or a major part of
the project as revenue). Thus, the sales funnel presented below (stages 4-7 of the commercial process) constitutes
an overview for understanding the sales dynamics.
Based on a review of the funnel methodology in the first quarter of 2021, we started to include expected renewals
of term licenses and maintenance agreements, to better reflect anticipated revenue.
The overall growth of the funnel is expected to accelerate once we significantly increase our reference pool
(especially in North America) and sometime after we increase the sales team staffing.
Source: Issuer.
DataWalk Spółka Akcyjna
ul. Rzeźnicza 32-33
50-130 Wrocław
KRS: 0000405409, NIP: 894 303 43 18, REGON: 021737247
Sąd rejestrowy: Sąd Rejonowy dla Wrocławia- Fabrycznej we Wrocławiu
VI Wydział Gospodarczy KRS Kapitał zakładowy: 513.298,80 zł w całości wpłacony
Page | 4
Sales cycles counted from qualification of the lead can range on average from 18 months for the commercial sector
to 30 months in the public sector, but off course there are examples that are shorter or longer.
Given the “New Vendor” market position of the DataWalk Group, only a portion of leads will be converted into
contracts, especially in North America where we have fewer production customers to date than we have in Poland
and we are not yet a recognizable brand with a track record. Over time, we will be able to increase our close rate,
especially after we gain more customers in the most advanced markets in the world. The data presented above cannot
be considered a forecast of the future results of DataWalk S.A. and its capital group because there is great variability
in deal values, win rates as well as the impacts of cancelled projects and other variables.
The figures above represent the sum of the values of Leads based on the Stage of the Sales Funnel, not including the
remaining part of the sales funnel, which contains leads that are earlier in the sales process. The values of individual
Leads are calculated on the basis of the estimated size of the sales opportunity.
The sales funnel in Poland started being built in late 2015, results began to materialize with the acquisition of the
first few contracts including TUiR Warta (2017) and the Ministry of Finance (2018). After these successful
implementations resulted in very positive customer testimonials, we started to see more opportunities in the EMEA
region. The sales funnel in the Americas started being built in the second quarter of 2019 with the hiring of the first
two sales teams and although it is less mature in terms of time, it will address a much larger available market. The
key aspects affecting commercial processes in North America relate to the acquisition of the first references among
customers such as the intelligence and 6 US ministries (including the Department of Defense and the Department of
Justice), as well as the acquisition of the first customers in the commercial sector in 2021 (Ally Bank, MPA, GTL).
The first significant reference effects from deployments with the above clients began to appear in 2022.
DataWalk Spółka Akcyjna
ul. Rzeźnicza 32-33
50-130 Wrocław
KRS: 0000405409, NIP: 894 303 43 18, REGON: 021737247
Sąd rejestrowy: Sąd Rejonowy dla Wrocławia- Fabrycznej we Wrocławiu
VI Wydział Gospodarczy KRS Kapitał zakładowy: 513.298,80 zł w całości wpłacony
Page | 5
The table of contents
SELECTED CONSOLIDATED FINANCIAL DATA OF THE DATAWALK CAPITAL GROUP ........................ 6
SELECTED STANDALONE FINANCIAL DATA DATAWALK S.A.................................................................... 7
CONSOLIDATED FINANCIAL STATEMENT .................................................................................................... 10
Consolidated Statement of Financial Position (in thousands of PLN) ................................................................. 10
Consolidated Profit and Loss Account with The Statement of Comprehensive Income (in thousands of PLN) . 12
Consolidated Statement of Changes in Equity (in thousands of PLN) ................................................................. 14
Consolidated Cash Flow Statement (in thousands of PLN) ................................................................................. 16
SUMMARY AND ANALYSIS OF THE FINANCIAL RESULTS OF THE DATAWALK CAPITAL GROUP FOR
2022 ......................................................................................................................................................................... 18
DATAWALK GROUP'S CASH-SETTLED INCENTIVE PROGRAM ................................................................. 26
DATAWALK GROUP'S EQUITY-SETTLED INCENTIVE PROGRAM ............................................................ 32
IMPAIRMENT TESTS ............................................................................................................................................ 38
IMPACT OF THE COVID-19 EPIDEMIC ON THE GROUP'S OPERATIONS .................................................... 41
IMPACT OF THE POLITICAL AND ECONOMIC SITUATION IN UKRAINE .................................................. 41
MAJOR EVENTS THAT HAVE AN IMPACT ON THE DATAWALK GROUP'S RESULTS IN THE
REPORTING PERIOD ............................................................................................................................................ 42
SIGNIFICANT EVENTS AFTER THE BALANCE SHEET DATE AFFECTING THE GROUP'S OPERATIONS
................................................................................................................................................................................. 43
SIGNIFICANT EVENTS AFFECTING THE GROUP'S OPERATIONS AFTER DECEMBER 31, 2022 ............ 43
FACTORS EXPECTED TO AFFECT FURTHER GROUP’S DEVELOPMENT .................................................. 44
COMPANY'S AUTHORITIES ................................................................................................................................ 45
The Executive Board ............................................................................................................................................ 45
The Supervisory Board ........................................................................................................................................ 46
DESCRIPTION OF THE ORGANISATION OF THE DATAWALK CAPITAL GROUP AND CONSOLIDATED
ENTITIES ................................................................................................................................................................ 47
DataWalk S.A. ..................................................................................................................................................... 47
DataWalk Inc. ...................................................................................................................................................... 48
Overview of the DataWalk Capital Group ........................................................................................................... 49
Changes in the management rules of the Capital Group and the Company ......................................................... 49
THE SHAREHOLDING STRUCTURE OF THE DATAWALK S.A. .................................................................... 50
Shareholder structure as at April 13, 2023 (share in the total number of votes) .................................................. 50
Shareholder structure as at November 22, 2022 (share in the total number of votes) .......................................... 51
STRUCTURE OF SHAREHOLDINGS IN DATAWALK S.A. OR RIGHTS ATTACHED TO SHARES, HELD BY
MEMBERS OF THE ISSUER’S EXECUTIVE AND SUPERVISORY BOARDS ................................................ 52
STANDALONE FINANCIAL STATEMENT ........................................................................................................ 54
Standalone Statement of Financial Position (in thousands of PLN) .................................................................... 54
Standalone Profit and Loss Account with The Statement of Comprehensive Income (in thousands of PLN) ..... 56
Standalone Statement of Changes in Equity (in thousands of PLN) .................................................................... 58
Standalone Cash Flow Statement (in thousands of PLN) .................................................................................... 59
CHANGES IN ACCOUNTING POLICIES USED ................................................................................................. 60
DataWalk Spółka Akcyjna
ul. Rzeźnicza 32-33
50-130 Wrocław
KRS: 0000405409, NIP: 894 303 43 18, REGON: 021737247
Sąd rejestrowy: Sąd Rejonowy dla Wrocławia- Fabrycznej we Wrocławiu
VI Wydział Gospodarczy KRS Kapitał zakładowy: 513.298,80 zł w całości wpłacony
Page | 6
SELECTED CONSOLIDATED FINANCIAL DATA OF THE DATAWALK CAPITAL GROUP
The following table presents selected data regarding the consolidated financial statements of the DataWalk Capital Group.
SELECTED FINANCIAL DATA
from 01/01/2022
to 12/31/2022
from 01/01/2021
to 12/31/2021
from 01/01/2022
to 12/31/2022
from 01/01/2021
to 12/31/2021
in thousands of PLN
in thousands of PLN
in thousands of EUR
in thousands of EUR
Revenues from sales
33 350
30 780
7 114
6 724
Profit/Loss on sales
-124 080
-6 594
-26 466
-1 441
Operating profit (loss)
-129 493
-5 665
-27 620
-1 238
Pre-tax profit (loss)
-128 237
-5 207
-27 353
-1 138
Net profit (loss)
-116 744
-1 648
-24 901
-360
Total comprehensive income
-116 078
-1 331
-24 759
-291
The weighted average number of ordinary shares (pcs.)
4 969 263
4 886 048
4 969 263
4 886 048
Profit (loss) per share (in PLN/EUR)
-23,49
-0,34
-5,01
-0,07
Net cash generated (used) in operating activities
-20 110
-13 259
-4 289
-2 897
Net cash generated (used) in investing activities
-11 386
-8 178
-2 429
-1 787
Net cash (used) in financing activities
37 445
-652
7 987
-142
Total net cash flows
5 949
-22 089
1 269
-4 826
SELECTED FINANCIAL DATA
12/31/2022
12/31/2021
12/31/2022
12/31/2021
in thousands of PLN
in thousands of PLN
in thousands of EUR
in thousands of EUR
Total assets/equity and liabilities
110 575
89 052
23 577
19 362
Non-current assets
37 501
23 838
7 996
5 183
Current assets
73 074
65 214
15 581
14 179
Equity
29 399
78 462
6 268
17 059
Total liabilities
81 176
10 590
17 309
2 302
Long-term liabilities
69 733
689
14 869
150
Short-term liabilities
11 443
9 901
2 440
2 153
DataWalk Spółka Akcyjna
ul. Rzeźnicza 32-33
50-130 Wrocław
KRS: 0000405409, NIP: 894 303 43 18, REGON: 021737247
Sąd rejestrowy: Sąd Rejonowy dla Wrocławia- Fabrycznej we Wrocławiu
VI Wydział Gospodarczy KRS Kapitał zakładowy: 513.298,80 zł w całości wpłacony
Page | 7
SELECTED STANDALONE FINANCIAL DATA DATAWALK S.A.
The following table presents selected data on the standalone financial statements DataWalk S.A.
SELECTED FINANCIAL DATA
from 01/01/2022
to 12/31/2022
from 01/01/2021
to 12/31/2021
from 01/01/2022
to 12/31/2022
from 01/01/2021
to 12/31/2021
in thousands of PLN
in thousands of PLN
in thousands of EUR
in thousands of EUR
Revenues from sales
24 161
23 076
5 153
5 041
Profit/Loss on sales
-38 430
3 418
-8 197
747
Operating profit (loss)
-43 594
3 698
-9 298
808
Pre-tax profit (loss)
-59 122
-14 462
-12 611
-3 159
Net profit (loss)
-61 972
-10 897
-13 219
-2 381
Total comprehensive income
-61 972
-10 897
-13 219
-2 381
The weighted average number of ordinary shares (pcs.)
4 969 263
4 886 048
4 969 263
4 886 048
Profit (loss) per share (in PLN/EUR)
-12,47
-2,23
-2,66
-0,49
Net cash generated (used) in operating activities
-14 945
-3 566
-3 188
-779
Net cash generated (used) in investing activities
-17 856
-19 774
-3 809
-4 320
Net cash (used) in financing activities
37 420
-649
7 982
-142
Total net cash flows
4 619
-23 988
985
-5 240
SELECTED FINANCIAL DATA
12/31/2022
12/31/2021
12/31/2022
12/31/2021
in thousands of PLN
in thousands of PLN
in thousands of EUR
in thousands of EUR
Total assets/equity and liabilities
86 239
78 023
18 388
16 964
Non-current assets
22 186
21 172
4 731
4 603
Current assets
64 053
56 851
13 658
12 361
Equity
75 483
70 440
16 095
15 315
Total liabilities
10 756
7 583
2 293
1 649
Long-term liabilities
712
67
152
15
Short-term liabilities
10 044
7 516
2 142
1 634
DataWalk Spółka Akcyjna
ul. Rzeźnicza 32-33
50-130 Wrocław
KRS: 0000405409, NIP: 894 303 43 18, REGON: 021737247
Sąd rejestrowy: Sąd Rejonowy dla Wrocławia- Fabrycznej we Wrocławiu
VI Wydział Gospodarczy KRS Kapitał zakładowy: 513.298,80 zł w całości wpłacony
Page | 8
Applied EUR / PLN rates:
Items of the statement of financial position were translated at the average rate of the euro published by the
Polish National Bank, valid on the last day of the reporting period.
Rate on the last day of the period
12/31/2022
12/31/2021
1 EUR
4,6899
4,5994
Items in the statement of profit or loss and other comprehensive income and statement of cash flows were
translated at the average rate of the euro which is the arithmetic average of euro exchange rates published
by the Polish National Bank and valid on the last day of each month of the reporting period.
The average exchange rate in a given period
from 01/01/2022
from 01/01/2021
to 12/31/2022
to 12/31/2021
1 EUR
4,6883
4,5775
DATAWALK CAPITAL GROUP
SUMMARY OF THE CONSOLIDATED
ANNUAL FINANCIAL STATEMENTS
for the year ended 31
st
December 2022
DataWalk Spółka Akcyjna
ul. Rzeźnicza 32-33
50-130 Wrocław
KRS: 0000405409, NIP: 894 303 43 18, REGON: 021737247
Sąd rejestrowy: Sąd Rejonowy dla Wrocławia- Fabrycznej we Wrocławiu
VI Wydział Gospodarczy KRS Kapitał zakładowy: 513.298,80 zł w całości wpłacony
Page | 10
CONSOLIDAT ED FINANCIAL STATEMENT
Consolidated Statement of Financial Position (in thousands of PLN)
ASSETS
12/31/2022
12/31/2021
A.
Non-current assets
37 501
23 838
I.
Fixed assets
486
472
II.
Goodwill
0
390
III.
Intangible assets
19 530
15 496
IV.
Right-of-use assets
1 075
698
V.
Long-term receivables
152
0
VI.
Long-term prepayments
1 199
3 217
VII.
Deferred tax assets
15 059
3 565
B.
Current assets
73 074
65 214
I.
Contract assets
927
557
II.
Trade receivables
9 654
7 356
III.
Receivables from income tax
104
96
IV.
Other receivables
1 476
2 542
V.
Financial assets
0
0
VI.
Prepayments
3 315
3 013
VII.
Cash and cash equivalents
57 598
51 650
TOTAL ASSETS
110 575
89 052
DataWalk Spółka Akcyjna
ul. Rzeźnicza 32-33
50-130 Wrocław
KRS: 0000405409, NIP: 894 303 43 18, REGON: 021737247
Sąd rejestrowy: Sąd Rejonowy dla Wrocławia- Fabrycznej we Wrocławiu
VI Wydział Gospodarczy KRS Kapitał zakładowy: 513.298,80 zł w całości wpłacony
Page | 11
EQUITY AND LIABILITIES
12/31/2022
12/31/2021
A.
Equity
29 399
78 462
Equity attributable to shareholders of the parent
company
29 399
78 462
I.
Share capital
513
489
II.
Share premium
171 968
133 859
III.
Other capitals
9 965
9 965
IV.
Profit (loss) from previous years
-68 970
-67 321
V.
Reserve capital
31 653
2 771
VI.
Net profit (loss) for the current year
-116 744
-1 648
VII.
Foreign exchange translation differences
1 014
347
Non-controlling interests
0
0
B.
Long-term liabilities
69 733
689
I.
Deferred tax liabilities
0
0
II.
Lease liabilities
557
67
III.
Bank loans and borrowings
719
622
IV.
Incentive program liabilities
68 457
0
C.
Short-term liabilities
11 443
9 901
I.
Trade liabilities
4 559
2 091
II.
Income tax liabilities
0
0
III.
Lease liabilities
547
644
IV.
Bank loans and borrowings
0
18
V.
Other liabilities
702
1 596
VI.
Other provisions
1 925
1 245
VII.
Contract liabilities
3 710
4 307
TOTAL EQUITY AND LIABILITIES
110 575
89 052
NET ASSET VALUE PER SHARE
12/31/2022
12/31/2021
Net asset value
29 399
78 462
A number of shares (pcs.)
5 132 988
4 886 048
Net asset value per share (in PLN)
5,73
16,06
A diluted number of shares (pcs.)
5 365 406
4 975 047
Diluted net asset value per share (in PLN)
5,48
15,77
The net asset value per share was calculated in relation to the number of the Company's shares at the balance sheet
date.
The diluted number of shares in the Company on December 31, 2022 amounted to 5,365,406, including 232,418
shares under the incentive program.
The diluted number of shares in the Company on December 31, 2021 amounted to 4,975,047, including 88,999
shares under the incentive program.
DataWalk Spółka Akcyjna
ul. Rzeźnicza 32-33
50-130 Wrocław
KRS: 0000405409, NIP: 894 303 43 18, REGON: 021737247
Sąd rejestrowy: Sąd Rejonowy dla Wrocławia- Fabrycznej we Wrocławiu
VI Wydział Gospodarczy KRS Kapitał zakładowy: 513.298,80 zł w całości wpłacony
Page | 12
Consolidated Profit and Loss Account with The Statement of Comprehensive
Income (in thousands of PLN)
PROFIT AND LOSS ACCOUNT
01/01/2022
12/31/2022
01/01/2021
12/31/2021
Continuing operations
A.
Revenues
33 350
30 780
B.
Operating costs
157 430
37 374
Materials and Energy
605
186
Employee benefits
27 136
18 885
Employee benefits - Share-based Payment
97 338
0
Amortization and depreciation
3 098
2 585
External services
26 915
14 560
Other costs
2 338
1 158
C.
Profit/Loss on sales
-124 080
-6 594
Other operating income
374
1 119
Other operating costs
5 249
2
Loss (profit) from expected credit losses
538
188
D.
Operating profit (loss)
-129 493
-5 665
Financial income
1 329
513
Financial costs
73
55
E.
Pre-tax profit (loss)
-128 237
-5 207
Income tax
-11 493
-3 559
F.
Net profit (loss) from continuing operations
-116 744
-1 648
Discontinued operations
Net profit (loss) from discontinued operations
0
0
G.
Net profit (loss)
-116 744
- 1 648
NET PROFIT (LOSS) ATTRIBUTABLE TO:
01/01/2022
12/31/2022
01/01/2021
12/31/2021
- shareholders of the parent company
-116 744
-1 648
- non-controlling interests
0
0
STATEMENT OF COMPREHENSIVE INCOME
01/01/2022
12/31/2022
01/01/2021
12/31/2021
Net profit (loss)
-116 744
-1 648
Other comprehensive income
666
317
1. Items that will not be reclassified to profit or loss
0
0
2. Items that will be reclassified to profit or loss:
666
317
a) Exchange differences in translating foreign operations
666
317
Total comprehensive income
-116 078
-1 331
TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE TO:
01/01/2022
12/31/2022
01/01/2021
12/31/2021
- shareholders of the parent company
-116 078
-1 331
- non-controlling interests
0
0
DataWalk Spółka Akcyjna
ul. Rzeźnicza 32-33
50-130 Wrocław
KRS: 0000405409, NIP: 894 303 43 18, REGON: 021737247
Sąd rejestrowy: Sąd Rejonowy dla Wrocławia- Fabrycznej we Wrocławiu
VI Wydział Gospodarczy KRS Kapitał zakładowy: 513.298,80 zł w całości wpłacony
Page | 13
PROFIT (LOSS) PER SHARE ATTRIBUTABLE TO:
01/01/2022
12/31/2022
01/01/2021
12/31/2021
Continuing operations
A number of shares (pcs.)
4 969 263
4 886 048
Profit (loss) per share (in PLN)
-23,49
-0,34
A diluted number of shares (pcs.)
5 094 412
4 975 047
Diluted profit (loss) per share (in PLN)
-22,92
-0,33
Discontinued operations
A number of shares (pcs.)
4 969 263
4 886 048
Profit (loss) per share (in PLN)
0
0,00
A diluted number of shares (pcs.)
5 094 412
4 975 047
Diluted profit (loss) per share (in PLN)
0
0,00
Continuing and discontinued operations
A number of shares (pcs.)
4 969 263
4 886 048
Profit (loss) per share (in PLN)
-23,49
-0,34
A diluted number of shares (pcs.)
5 094 412
4 975 047
Diluted profit (loss) per share (in PLN)
-22,92
-0,33
The value of net profit (loss) per share was calculated in relation to the weighted average number of DataWalk S.A.
shares for the period. The number of shares calculated this way for 2022 was 4,969,263; for 2021, it was 4,886,048.
The weighted average diluted number of shares of the Company in 2022 amounted to 5,094,412, including 125,148
shares under the incentive program.
The weighted average diluted number of shares of the Company in 2021 amounted to 4,975,047, including 88,999
shares under the incentive program.
DataWalk Spółka Akcyjna
ul. Rzeźnicza 32-33
50-130 Wrocław
KRS: 0000405409, NIP: 894 303 43 18, REGON: 021737247
Sąd rejestrowy: Sąd Rejonowy dla Wrocławia- Fabrycznej we Wrocławiu
VI Wydział Gospodarczy KRS Kapitał zakładowy: 513.298,80 zł w całości wpłacony
Page | 14
Consolidated Statement of Changes in Equity (in thousands of PLN)
STATEMENT OF CHANGES
IN EQUITY
Share
capital
Share
premium
Other
capitals
Foreign
exchange
translation
differences
Reserve
capital
Profit (loss)
from
previous
years
Net profit
(loss) for the
current
period
Equity
attributable to
shareholders of
the parent
company
Equity
attributable
to non-
controlling
interests
Total
equity
Balance as at 01/01/22
489
133 859
9 965
347
2 771
-67 321
-1 648
78 462
0
78 462
Equity increase (decrease)
25
38 109
0
666
28 882
-1 648
-115 096
-49 062
0
-49 062
Total comprehensive income
0
0
0
666
0
0
-116 744
-116 078
0
-116 078
Net profit (loss)
0
0
0
0
0
0
-116 744
-116 744
0
-116 744
Exchange differences in
translating foreign operations
0
0
0
666
0
0
0
666
0
666
Share capital increase
25
38 109
0
0
0
0
0
38 134
0
38 134
Distribution of profit (loss) for the
previous year
0
0
0
0
0
-1 648
1 648
0
0
0
Changes in equity resulting from
IFRS 2
0
0
0
0
28 882
0
0
28 882
0
28 882
Balance as at 12/31/2022
513
171 968
9 965
1 014
31 653
-68 970
-116 744
29 399
0
29 399
DataWalk Spółka Akcyjna
ul. Rzeźnicza 32-33
50-130 Wrocław
KRS: 0000405409, NIP: 894 303 43 18, REGON: 021737247
Sąd rejestrowy: Sąd Rejonowy dla Wrocławia- Fabrycznej we Wrocławiu
VI Wydział Gospodarczy KRS Kapitał zakładowy: 513.298,80 zł w całości wpłacony
Page | 15
STATEMENT OF CHANGES
IN EQUITY
Share
capital
Share
premium
Other
capitals
Foreign
exchange
translation
differences
Reserve
capital
Profit (loss)
from
previous
years
Net profit
(loss) for the
current
period
Equity
attributable
to
shareholders
of the parent
company
Equity
attributable
to non-
controlling
interests
Total equity
Balance as at 01/01/2021
489
133 859
9 965
30
2 771
-60 998
-6 323
79 793
0
79 793
Equity increase (decrease)
0
0
0
317
0
-6 323
4 675
-1 331
0
-1 331
Total comprehensive income
0
0
0
317
0
0
-1 648
-1 331
0
-1 331
Net profit (loss)
0
0
0
0
0
0
-1 648
-1 648
0
-1 648
Exchange differences in
translating foreign operations
0
0
0
317
0
0
0
317
0
317
Share capital increase
0
0
0
0
0
0
0
0
0
0
Distribution of profit (loss) for the
previous year
0
0
0
0
0
-6 323
6 323
0
0
0
Changes in equity resulting from
IFRS 2
0
0
0
0
0
0
0
0
0
0
Balance as at 12/31/2021
489
133 859
9 965
347
2 771
-67 321
-1 648
78 462
0
78 462
DataWalk Spółka Akcyjna
ul. Rzeźnicza 32-33
50-130 Wrocław
KRS: 0000405409, NIP: 894 303 43 18, REGON: 021737247
Sąd rejestrowy: Sąd Rejonowy dla Wrocławia- Fabrycznej we Wrocławiu
VI Wydział Gospodarczy KRS Kapitał zakładowy: 513.298,80 zł w całości wpłacony
Page | 16
Consolidated Cash Flow Statement (in thousands of PLN)
CASH FLOW STATEMENT
01/01/2022
12/31/2022
01/01/2021
12/31/2021
Cash flows from operating activities
Net profit (loss)
-116 744
-1 648
Adjustments, including:
96 634
-11 611
- amortization and depreciation
3 098
2 585
- foreign exchange gains (losses)
706
429
- interest expenses
47
56
- income from interest and dividends
-292
-2
- profit (loss) on investing activities
4
0
- impairment of intangible assets
5 205
0
- share-based payment (equity-settled)
28 882
0
- share-based payment (cash-settled)
68 457
0
- income tax of current period
0
0
- income tax paid
0
0
- change in receivables
-1 384
-4 505
- change in provisions
682
-556
- change in liabilities other than incentive program
1 575
1 044
- change in prepayments
-9 777
-9 367
- change in contract assets and contract liabilities
-967
-575
- other adjustments
398
-720
Net cash generated (used) in operating activities
-20 110
-13 259
Cash flows from investing activities
Purchase of intangible assets
11 478
7 962
Purchase of property, plant, and equipment
232
289
Proceeds from the sale of property, plant and equipment
0
0
Outflows from bank deposits (over 3 months)
30 090
25 000
Inflow from bank deposits (over 3 months)
30 090
25 000
Proceeds from governmental subsidies
32
71
Interest received
292
2
Net cash generated (used) in investing activities
-11 386
-8 178
Cash flows from financing activities
Proceeds from issue of share capital
38 134
0
Payment of finance lease liabilities
667
615
Interest paid
47
37
Other inflows
25
0
Net cash generated (used) in financing activities
37 445
-652
Total net cash flows
5 949
-22 089
Opening balance of cash
51 650
73 795
Change in cash due to foreign currency translation
0
-56
Change in the cash balance, net
5 949
-22 145
Closing balance of cash
57 598
51 650
DataWalk Słka Akcyjna
ul. Rzeźnicza 32-33
50-130 Wrocław
KRS: 0000405409, NIP: 894 303 43 18, REGON: 021737247
Sąd rejestrowy: d Rejonowy dla Wrocławia- Fabrycznej we Wroawiu
VI Wydział Gospodarczy KRS Kapit zakładowy: 513.298,80 zł w całości wpłacony
Page | 17
COMMENTARY AND ADDITIONAL
INFORMATION FOR THE CONSOLIDATED
ANNUAL FINANCIAL STATEMENTS OF
THE DATAWALK CAPITAL GROUP
DataWalk Spółka Akcyjna
ul. Rzeźnicza 32-33
50-130 Wrocław
KRS: 0000405409, NIP: 894 303 43 18, REGON: 021737247
Sąd rejestrowy: Sąd Rejonowy dla Wrocławia- Fabrycznej we Wrocławiu
VI Wydział Gospodarczy KRS Kapitał zakładowy: 513.298,80 zł w całości wpłacony
Page | 18
SUMMARY AND ANALYSIS OF THE FINANCIAL RESULTS OF THE DATAWALK
CAPITAL GROUP FOR 2022
Commentary on the financial results of the DataWalk Group
The Group is at an intense growth stage, and the incurred investments in development are yielding further results in
the conversion of projects from the sales funnel to revenue. In 2022, the DataWalk Group's revenue value amounted
to PLN 33,350 thousand, 8% higher than in the corresponding period of 2021. It is important to note that Q2, 2022
alone, was the best quarter from revenue standpoint (PLN 13,979 thousand) in the Group's history.
The Group’s and the Company’s disappointed sales performance in 2022 can primarily be attributed to a lack of
experience in Field Engineering. Our pre- and post-sales teams turned out to be unable to handle the growing number
of customers and the complexity of contracts we’ve been working on. This problem was identified and started
addressing it over a year ago. Currently, the Group can effectively handle even big and sophisticated
implementations for very demanding customers. However, a sustained return to a growth path of more than 70%
year-on-year requires further work on process improvement and the development of the personnel involved.
Nevertheless, in 2022, we demonstrated our solution's significant benefits to customers, resulting in positive reviews
on the Gartner platform, public testimonials and a substantial award from a major customer. It proves that our
technology and product capabilities are very valuable, but we are limited in our ability to reach the market.
The Group generated similar revenues in the Americas markets, reaching PLN 16,637 thousand in 2022, compared
to PLN 16,701 thousand in 2021. According to DataWalk Inc.'s analysis, the second and third quarters of 2022 were
the two best quarters in the company's history, followed by the fourth quarter of 2021. The U.S. team is steadily
building and strengthening DataWalk's position in America's market. While operations are still in the early stages
of market expansion, we see another period in which sales generate significant revenue for the Group. Given that
the U.S. market is a strategic market for the Group, it is noteworthy that 2022 was a period in which revenues from
the Americas region accounted for half of the Group's revenues. DataWalk Inc. acquired several more projects from
the public sector during the reporting period. As a result, that sector accounted for 65% of the subsidiary's revenue
in 2022. In the comparable period, it was 62% of the revenue value.
In 2022, the Group recorded an increase in revenues in other markets (EMEA and APAC regions), where their value
amounted to PLN 16,713 thousand, 19% higher than in the corresponding period of 2021 when it was PLN 14,079
thousand. In the analyzed period, the largest share of revenues from the markets mentioned above (63%) went to
projects implemented in Poland, which amounted to PLN 10,449 thousand and was 4% less than in 2021. Notably,
despite the smaller share of projects outside of Poland (37%), the Group recorded a 98% increase in sales to the
other countries in the EMEA and APAC regions in the reported period compared to the respective period of 2021.
This expansion is essential for the Group as building and strengthening the Group's position in the international
market is one of the crucial elements of the Group's strategy, which is based on dynamic growth, diversification of
revenue sources, and geographic location. The largest share of EMEA and APAC revenues in 2022 went to the
government sector, which accounted for 72% of their value. In the comparable period, it was 88% of the revenue
value.
As of the balance sheet date, December 31, 2022, the deferred revenue amounts to PLN 3,710 thousand and represent
Group's obligation to provide customers with the contracted licenses or services and same time, represents the value
of revenue to be recognized in subsequent quarters in the amount resulting from the realization of these obligations.
These revenues mainly relate to delivering technical support services (the so-called "maintenance") for PLN 3,219
thousand and implementation services for PLN 370 thousand.
The DataWalk Group manages the investment process through triggers linked to business performance and financial
models. The above approach makes it possible to monitor and steer cost dynamics, which at the current stage of
development is most influenced by the pace of commercialization in North America. Because of the lower-than-
expected revenue growth in 2022, from the beginning of 2023, the Group is limiting cost growth until it achieves
the expected improvement in sales dynamic.
In 2022, the Group implemented incentive programs using cash-settled and equity-settled share-based payment
transactions. The purpose of the program is to attract and retain members of key personnel for both DataWalk S.A.
and its subsidiaries by creating additional market-attractive tools and identifying key personnel within the Group,
and its long-term goals, motivating them to pay special attention to the Group's long-term performance, maintain
the dynamic growth of its value, and connect the interests of these individuals to the interests of the Group, and
DataWalk Spółka Akcyjna
ul. Rzeźnicza 32-33
50-130 Wrocław
KRS: 0000405409, NIP: 894 303 43 18, REGON: 021737247
Sąd rejestrowy: Sąd Rejonowy dla Wrocławia- Fabrycznej we Wrocławiu
VI Wydział Gospodarczy KRS Kapitał zakładowy: 513.298,80 zł w całości wpłacony
Page | 19
consequently, the interests of its shareholders. The goal of the Incentive Program is to link the long-term value of
the Company and its Group with the long-term goals of the key personnel.
As a result of the conclusion of agreements with participants of RSU-based program in the second quarter and as of
the balance sheet dated December 31, 2022, the Group estimated the value and recognized the cost and liability
arising from the ongoing program at a total amount of PLN 68,457 thousand, which accounted for 43% of the
Group's operating expenses in 2022 and 54% of EBITDA. The real value of the incentive program has yet to be
discovered. The value of the cash amounts payable under the incentive program depends, among other things, on
the fulfillment of conditions dependent on the participants, primarily on the occurrence of a "sale transaction"
defined in the program's regulations and the value of this transaction. Accordingly, the program implementation at
this time is considered a future and uncertain event, and the liability is not due until the date of approval for the
publication of this report. The “DATAWALK GROUP'S CASH-SETTLED INCENTIVE PROGRAM” includes
details of this program.
In addition, as a result of the conclusion of agreements with participants in the Company's equity-settled program
in the fourth quarter, as of the balance sheet date of December 31, 2022. The Group estimated the value and
recognized in the consolidated financial statements the cost and a corresponding increase in equity resulting from
the program at a total amount of PLN 28,882 thousand, which accounted for 18% of the Group's operating expenses
in 2022 and 23% of EBITDA. The “DATAWALK GROUP'S EQUITY-SETTLED INCENTIVE PROGRAM”
includes details of this program.
Another of the factors that had the most significant impact on the increase in the Group's operating expenses in the
period under review was the increase in the cost of salaries and external services related to the development and
growing scale of the Group's operations, both in the area of increasing the number of specialists in implementation,
programming and sales, as well as ongoing processes related to international commercialization.
Due to the fact that the revenue growth rate achieved in 2022 differed significantly from the assumptions used in the
2021 impairment tests, the Executive Board revised the assumptions used in the impairment tests of intangible assets.
Based on the principle of prudence, the impairment test of intangible assets assumed only the planned revenue from
the current version of the software and the customer portfolio as of December 31, 2022. As a result of the tests for
2022, the Executive Board decided to recognize an impairment loss on intangible assets allocated to the cash-
generating unit responsible for the creation and development of the DataWalk platform and the sale of DataWalk
software licenses, which is part of the DataWalk S.A. operating segment, in the total amount of PLN 5,205 thousand.
The above operation is non-cash and does not affect the Company’s and the Group’s current financial situation.
DataWalk Spółka Akcyjna
ul. Rzeźnicza 32-33
50-130 Wrocław
KRS: 0000405409, NIP: 894 303 43 18, REGON: 021737247
Sąd rejestrowy: Sąd Rejonowy dla Wrocławia- Fabrycznej we Wrocławiu
VI Wydział Gospodarczy KRS Kapitał zakładowy: 513.298,80 zł w całości wpłacony
Page | 20
The financial outlook for DataWalk Group and DataWalk S.A. for 2023
The management of the Group expects a continuous increase in the scale of its operations, which should result in
a strong double-digit increase in revenues year on year. Considering long, sometimes several years and very
complicated sales processes, the Group currently focuses on working only with top-tier clients and simultaneously
expanding go-to-market teams in America and Europe while placing great emphasis on increasing the efficiency of
pre-sales and post-sales processes. The Issuer is observing an incremental increase in demand for DataWalk
software, which is confirmed by the growing number of projects and its value in the Group's sales funnel.
Management believes that the high competition in the IT market for sourcing resources does not pose a significant
threat to the continued implementation of the development strategy but may nevertheless affect the Group's short-
term financial performance due to rising wage costs in both the domestic and international markets. The Group's
executive board is implementing some solutions to improve the Group's operational efficiency.
In the opinion of the Management Board, the forecasts consistently indicate that both the Big Data market and the
global IT market, particularly BI applications and analytical tools, will continue to develop dynamically.
According to information published by Fortune Business Insights in the report entitled "Big Data Analytics Market,
2022-2029", the size of the global Big Data analytics market in 2021 amounted to USD 240.56 billion, up 16.2%
from 2020. Analysts predict the market value will grow from $ 271.83 billion in 2022 to $ 655.53 billion in 2029,
thus achieving a CAGR of 13.4%
1
.
The global business analytics software market size was valued at $61.10 billion in 2020, and is projected to reach
$177.00 billion by 2030, growing at a CAGR of 11.2% from 2021 to 2030. Business analytics software aids in
interpreting and analyzing business data by allowing ongoing research and investigation of previous business
performance to gain actionable insights for business strategy. It helps discover patterns and linkages among data
streams and automates tasks and processes for real-time decision-making
2
. In the opinion of the Management Board,
DataWalk software perfectly meets the needs mentioned above that companies and institutions worldwide are facing,
and the market segment in which the Group operates, and the entire Big Data market is in a long-term upward trend.
In line with the adopted development strategy, in 2023, the Group will continue to focus its activities on:
sales - the American and Western Europe market, in the commercial and public sectors,
improving the efficiency and scalability of pre-sales and post-sales processes,
continuation of ongoing patent processes,
developing DataWalk software in its key areas.
The Group intends to finance investment activities with operating activities and equity capital.
1
https://www.fortunebusinessinsights.com/big-data-analytics-market-106179
2
https://www.alliedmarketresearch.com/business-analytics-software-market
DataWalk Spółka Akcyjna
ul. Rzeźnicza 32-33
50-130 Wrocław
KRS: 0000405409, NIP: 894 303 43 18, REGON: 021737247
Sąd rejestrowy: Sąd Rejonowy dla Wrocławia- Fabrycznej we Wrocławiu
VI Wydział Gospodarczy KRS Kapitał zakładowy: 513.298,80 zł w całości wpłacony
Page | 21
The DataWalk Group financial results
The DataWalk Group's revenue in 2022 amounted to PLN 33,350 thousand, 8% higher than the revenue achieved
in 2021, which stood at PLN 30,780 thousand.
The table below presents selected consolidated financial data for 2022 and the comparable period of 2021.
Position
01/01/2022
12/31/2022
01/01/2021
12/31/2021
Change
Revenues
33 350
30 780
8%
Operating costs, including:
157 430
37 374
321%
- incentive program operating costs
97 338
0
-
- other operating costs
60 092
37 374
61%
Profit/Loss on sales
-124 080
-6 594
1782%
Other operating income
374
1 119
-67%
Other operating costs
5 249
2
292894%
Loss (profit) from expected credit losses
538
188
186%
Operating profit (loss)
-129 493
-5 665
2186%
Net profit (loss) attributable to shareholders of
the parent company
-116 744
-1 648
6983%
Source: Issuer.
The net loss for 2022 attributable to shareholders of the parent company amounted to PLN 116,744 thousand. It was
6983% higher than in the corresponding period of 2021 when it amounted to PLN 1,648 thousand.
The most significant impact on the change in the Group's consolidated financial result for 2022 relative to the
comparable period was:
recognition of incentive program costs using cash-settled share-based payment transactions in the total
amount of PLN 68.457 thousand, in accordance with IFRS 2,
recognition of incentive program costs using equity-settled share-based payment transactions in the total
amount of PLN 28.882 thousand, in accordance with IFRS 2,
an increase in the costs of salaries and external services related to the development and growing scale of
the Group’s operations, both in the area of increasing the number of specialists in engineering, solution
design, and sales, as well as ongoing processes related to international commercialization, amounting to
PLN 13.026 thousand (53% compared to the comparable period),
an increase in the value of the financial result by PLN 7,934 thousand resulting from the impact of the
recognized deferred tax asset (223% compared to the comparable period),
an increase in the cost of other third-party services by PLN 7.579 thousand, related to the development and
growing scale of the Group’s operations (84% compared to the comparable period),
intangible asset impairment write-off amounting to PLN 5.205 thousand, in accordance with IAS 36,
an increase in sales revenue amounting to PLN 2.570 thousand, or 8%, compared to the comparable period.
DataWalk Spółka Akcyjna
ul. Rzeźnicza 32-33
50-130 Wrocław
KRS: 0000405409, NIP: 894 303 43 18, REGON: 021737247
Sąd rejestrowy: Sąd Rejonowy dla Wrocławia- Fabrycznej we Wrocławiu
VI Wydział Gospodarczy KRS Kapitał zakładowy: 513.298,80 zł w całości wpłacony
Page | 22
The table below presents additional consolidated financial information for 2022 and the comparable period of 2021.
Position
01/01/2022
12/31/2022
01/01/2021
12/31/2021
Change
Revenues
33 350
30 780
8%
EBIT
-129 493
-5 665
2186%
Amortization and depreciation
3 098
2 585
20%
EBITDA
-126 395
-3 080
4004%
Share-based incentive program costs
97 338
0
-
Impairment of assets
5 205
0
-
Adjusted EBITDA
-23 852
-3 080
674%
CFO
bt
-20 110
-13 259
52%
CAPEX
-11 710
-8 251
42%
FCF
-31 820
-21 511
48%
Closing balance of cash
57 598
51 650
12%
Interest debt
1 822
1 351
35%
Source: Issuer.
EBIT = Operating profit (loss),
EBITDA = EBIT + Amortization and depreciation,
Adjusted EBITDA = EBITDA + estimated costs related to the incentive program payable in the Group's own shares (settled in cash and equity
instruments) + non-cash allowance resulting from asset impairment test,
CFO
bt
= Net cash generated (used) in operating activities (i.e. before income tax paid),
CAPEX = expenditure on acquisition of tangible fixed assets + expenses for intangible assets + expenses related to development work,
FCF = CFO
bt
- |CAPEX|,
Interest debt = Loans and borrowings + Lease liabilities.
The revenue structure of the DataWalk Group
In 2022, revenues from sales of licenses amounted to PLN 18,442 thousand, accounted for 55% of the Group's total
revenues, and were 16% lower than in the corresponding period of 2021. Revenues from the sale of implementation
services amounted to PLN 5,526 thousand and were 59% higher than in the comparable period of 2021. In turn, the
value of revenues from technical support services in 2022 amounted to PLN 8,416 thousand, accounted for 25% of
the Group's total revenues, and was 149% higher than in the comparable period of 2021. The decrease in the other
revenue item was due, in particular, to the termination of the sale of additional services related to DataWalk software
to one of the Group's customers.
The dynamic growth of revenues from providing technical support services is mainly due to the renewal of this
service by existing customers for further periods.
The table below presents consolidated revenues for 2022, and in the comparable period of 2021.
Position
01/01/2022
12/31/2022
01/01/2021
12/31/2021
Change
Licenses sale
18 442
22 002
-16%
Implementation services
5 526
3 474
59%
Technical support
8 416
3 383
149%
Other
966
1 921
-50%
Total
33 350
30 780
8%
Source: Issuer.
DataWalk Spółka Akcyjna
ul. Rzeźnicza 32-33
50-130 Wrocław
KRS: 0000405409, NIP: 894 303 43 18, REGON: 021737247
Sąd rejestrowy: Sąd Rejonowy dla Wrocławia- Fabrycznej we Wrocławiu
VI Wydział Gospodarczy KRS Kapitał zakładowy: 513.298,80 zł w całości wpłacony
Page | 23
The table below presents the currency structure of revenue for 2022, and in the comparable period of 2021.
Position
01/01/2022 12/31/2022
01/01/2021 12/31/2021
PLN (Polish zloty)
31%
35%
USD (U.S. Dollar)
69%
65%
Total
100%
100%
Source: Issuer
The revenue structure of the DataWalk Group by regions
The table below presents the revenues of the DataWalk Group in 2022 by regions (in thousands of PLN).
Revenues by region
01/01/2022 12/31/2022
Share in total revenues (%)
Poland
10 449
31%
North and South America
16 637
50%
Other regions
6 264
19%
Total
33 350
100%
Source: Issuer.
The table below presents the revenues of the DataWalk Group in the 2021 by region (in thousands of PLN).
Revenues by region
01/01/2021 12/31/2021
Share in total revenues (%)
Poland
10 915
35%
North and South America
16 701
54%
Other regions
3 164
11%
Total
30 780
100%
Source: Issuer.
Cash flow of the DataWalk Group
The Group's cash flow from operating activities (CFO) in 2022 amounted to PLN -20,110 thousand. The most
significant influence on the CFO had: (i) operating loss adjusted for depreciation and amortization, costs of the
incentive program and impairment of assets (adjusted EBITDA) of PLN 23,852 thousand; (ii) PLN 1,575 thousand
of the accounts payable increase, resulting mainly from the new team members in implementation, programming
and sales specialists in the Group; (iii) a change in accruals considering the costs of PLN 1,793 thousand specialized
databases purchased in 2021 needed to operate DataWalk software.
The Group's cash flow from investing activities (CFI) in 2022 amounted to PLN -11 386 thousand. CFI was most
affected by capitalized development costs of DataWalk software of PLN 11,478 thousand.
The Group's cash flow from financing activities (CFF) in 2022 amounted to PLN 37,709 thousand. CFF was most
affected by the net inflow of funds from the issuance of series P shares in the total amount of PLN 38,134 thousand,
as well as the repayment of the Issuer's lease liabilities of PLN 714 thousand.
The table below presents the cash flow of the DataWalk Group for 2022 and comparable period of 2021.
Position
01/01/2022
12/31/2022
01/01/2021
12/31/2021
Change
CFO
-20 110
-13 259
52%
CFI, including:
-11 386
-8 178
39%
- CAPEX
-11 710
-8 251
42%
CFF
37 445
-652
-5849%
Total net cash flows
5 949
-22 089
-127%
Source: Issuer.
DataWalk Spółka Akcyjna
ul. Rzeźnicza 32-33
50-130 Wrocław
KRS: 0000405409, NIP: 894 303 43 18, REGON: 021737247
Sąd rejestrowy: Sąd Rejonowy dla Wrocławia- Fabrycznej we Wrocławiu
VI Wydział Gospodarczy KRS Kapitał zakładowy: 513.298,80 zł w całości wpłacony
Page | 24
CFO = Net cash generated (used) in operating activities,
CFI = Net cash generated (used) in investing activities,
CAPEX = expenditure on acquisition of tangible fixed assets + expenses for intangible assets + expenses related to development work,
CFF = Net cash (used) in financing activities.
Balance sheet of the DataWalk Group
The table below presents selected balance sheet items as at December 31, 2022, and December 31, 2021.
Assets
12/31/2022
12/31/2021
Change
Goodwill
0
390
-100%
Intangible assets
19 530
15 496
26%
Contract assets
927
557
66%
Trade receivables
9 654
7 356
31%
Other short-term receivables
1 580
2 638
-40%
Cash and cash equivalents
57 598
51 650
12%
Deferred tax assets
15 059
3 565
322%
Other assets
6 227
7 401
-16%
Total assets
110 575
89 052
24%
Equity and liabilities
12/31/2022
12/31/2021
Change
Equity
29 399
78 462
-63%
Incentive program liabilities
68 457
0
-
Trade payables
4 559
2 091
118%
Bank loans and borrowings
719
640
12%
Lease liabilities
1 103
711
55%
Contract liabilities
3 710
4 307
-14%
Other liabilities
2 627
2 841
-7%
Total equity and liabilities
110 575
89 052
24%
Source: Issuer.
The table below presents selected financial ratios of the DataWalk Group as at December 31, 2022, as well as
December 31, 2021.
Position
09/30/2022
12/31/2021
Current ratio
6,4
6,6
Quick Ratio
6,1
6,3
Cash Ratio
5,0
5,2
Debt ratio
12%
12%
Debt / Equity
0,0
0,0
Debt-to-Equity Ratio
13%
13%
Working Capital (in thousands PLN)
61 630
55 313
Source: Issuer.
The Executive Board decided to adjust the Debt ratio, Debt/Equity, as well as the Debt-to-Equity ratio for the cost
of the RSU-based incentive program both due to the materiality of this item in liabilities and equity (in the income
items), as well as due to the future and contingent nature of this liability and the fact, that the recognized costs are
currently non-cash and have no impact on the Group's current financial position. The “DATAWALK GROUP'S
CASH-SETTLED INCENTIVE PROGRAM” includes details of this program.
DataWalk Spółka Akcyjna
ul. Rzeźnicza 32-33
50-130 Wrocław
KRS: 0000405409, NIP: 894 303 43 18, REGON: 021737247
Sąd rejestrowy: Sąd Rejonowy dla Wrocławia- Fabrycznej we Wrocławiu
VI Wydział Gospodarczy KRS Kapitał zakładowy: 513.298,80 zł w całości wpłacony
Page | 25
Current ratio = Current assets (short-term) / Current liabilities (short-term),
Quick Ratio = (Cash and cash equivalents + Short-term investments + Account receivables) / Current liabilities (short-term),
Cash Ratio = Cash and cash equivalents / Current liabilities (short-term),
Debt ratio = (Total liabilities excluding RSU-based incentive program liabilities) / Total assets × 100%,
Debt / Equity = (Interest-bearing bank loans + Debt securities + Liabilities due to finance leases) / Total Shareholders’ Equity + non-cash cost of
RSU-based incentive program),
Debt-to-Equity Ratio = (Total Liabilities excluding RSU-based incentive program liabilities) / (Total Shareholders’ Equity + non-cash cost of
RSU-based incentive program) × 100%,
Working Capital = Current assets (short-term) - Current liabilities (short-term).
DataWalk Spółka Akcyjna
ul. Rzeźnicza 32-33
50-130 Wrocław
KRS: 0000405409, NIP: 894 303 43 18, REGON: 021737247
Sąd rejestrowy: Sąd Rejonowy dla Wrocławia- Fabrycznej we Wrocławiu
VI Wydział Gospodarczy KRS Kapitał zakładowy: 513.298,80 zł w całości wpłacony
Page | 26
DATAWALK GROUP'S CASH-SETTLED INCENTIVE PROGRAM
Information on estimates
The Group carries out an incentive program using cash-settled share-based payment transactions. The program is
based on derivative financial instruments, entitling the holder to receive payment of a cash amount in the amount
and under the conditions specified in the Regulations and the Participation Agreement (so-called Restricted Stock
Units, hereinafter "RSUs"). This program is recognized in the consolidated financial statements following IFRS 2.
To comply with IFRS 2, the Group recognizes an amount for services received during the vesting period, using the
best available estimate of the number of equity instruments for which vesting will occur. If necessary, the entity
revises these estimates if subsequent information indicates that the number of equity instruments to be vested differs
from previous estimates. At the vesting date, the entity adjusts the estimate to the level of the number of equity
instruments that ultimately vest.
Recognition of an incentive program requires the performance of an analysis that involves making certain
assumptions and applying professional judgment, particularly regarding the number of equity instruments that will
vest during the reporting period and the valuation of the RSU. At each balance sheet date, the Group estimates the
number of equity instruments for which vesting will occur and their fair value during the reporting period to
recognize in the financial statements the relevant liabilities and the Group's costs resulting from the incentive
program.
The character and principles of the long-term cash-settled Incentive Program of the DataWalk Capital Group
On June 30, 2020, the General Meeting of DataWalk S.A. adopted a resolution to introduce an Incentive Program
(the "Program") aimed at members of key personnel who are Employees, Associates or members of the Executive
Board ("Eligible Persons") of the Group. The Program's Regulations were adopted by the Company's Executive
Board and subsequently approved by the Supervisory Board in a resolution of March 18, 2022.
The Program's provisions are effective as of the date of adoption of the Regulations by the Supervisory Board and
shall remain in force until the date of termination by the Executive Board with the effects referred to in the
Regulations. The Executive Board may at any time, with the approval of the Supervisory Board, decide to terminate
the Program or make changes to it.
The purpose of the Program is to attract and retain members of key personnel on a long-term basis for both the
Company and/or its Subsidiaries by creating: additional market-attractive tools to fully identify and identify key
personnel with the Group, its long-term goals, motivating them to pay special attention to the Group's long-term
performance, maintaining the Group's dynamic growth in value, and linking the interests of these individuals to the
interests of the Group and, consequently, to the interests of its shareholders, thereby linking the long-term value of
the Group to the long-term goals of the individuals comprising the key personnel.
The maximum number of RSUs that may be granted in aggregate to all Eligible Persons under the Program may not
exceed 1,120,000 units. The maximum duration of the Eligible Persons' right to exercise RSUs is 10 years from the
signing of the Program Participation Agreement, under which the Eligible Person becomes entitled to receive cash
upon meeting certain vesting conditions.
In share-based payment transactions, the Group receives services from Eligible Persons and incurs an obligation to
spend cash, which is based on the price (or value) of the Company's shares as remuneration.
The Eligible Persons were offered to enter into agreements regarding participation in the Program (the "Participation
Agreement"), which set forth the terms and conditions for the Eligible Persons' entitlement to receive derivative
financial instruments within the meaning of the Financial Instruments Trading Act of July 29, 2005 (Journal of Laws
No. 183, item 1538, as amended) entitling them to receive payment of a cash amount in the amount and under the
terms and conditions set forth in the Regulations and the Participation Agreement (so-called Restricted Stock Units,
hereinafter "RSUs").
DataWalk Spółka Akcyjna
ul. Rzeźnicza 32-33
50-130 Wrocław
KRS: 0000405409, NIP: 894 303 43 18, REGON: 021737247
Sąd rejestrowy: Sąd Rejonowy dla Wrocławia- Fabrycznej we Wrocławiu
VI Wydział Gospodarczy KRS Kapitał zakładowy: 513.298,80 zł w całości wpłacony
Page | 27
The conditions related to the acquisition of RSUs imply the fulfillment of the established individual goals, if
provided for in the Participation Agreement, and/or the maintenance of the Employee's and/or Associate's and/or
Executive Board Member's status in the Group for the period specified in the Participation Agreement and under the
terms and conditions set forth in the Regulations.
The conditions related to the fulfillment of the established individual goals (performance vesting conditions) do not
depend on the market price of the Group's equity instruments and are therefore classified as non-market conditions.
The conditions related to maintaining the status of an Employee and/or Associate and/or Executive Board Member
in the Group (service period vesting conditions) are for a period of up to four years, taking into account the period
of service to the Group before approval of the Regulations. Vesting takes place on an annual basis (one-year cliff).
Under IFRS 2, vesting conditions other than market conditions should not be considered when estimating the fair
value of shares or stock options at the measurement date. Instead, vesting conditions should be considered by
adjusting the number of equity instruments used in measuring the value of the entire transaction, so that the value of
the services recognized in exchange for the equity instruments granted takes into account the number of instruments
that will eventually vest.
The condition for the Realization of payments under the Program provisions is the fulfillment of the vesting
conditions (vesting conditions) and the execution of the Sale Transaction (non-vesting condition) together.
A Selling Transaction means a situation in which all of the following conditions occur:
(i) an entity or group of entities acting in concert, as referred to in Article 87 of the Polish Offering Act, will exceed
50% of the total number of votes in the Company as a result of the announcement of a tender offer for the sale of all
the Company's shares, as referred to in Article 74 (1) or (2) or Article 91 (5) of the Polish Offering Act. 5 of the
Polish Act on Public Offering, whereby, for the purposes of calculating the total number of votes in the Company,
the sum of the number of votes held - regardless of legal title - by all entities belonging to the same capital group
and the number of votes attached to the shares is taken into account, even if the exercise of voting rights therefrom
is limited or excluded pursuant to the Company's Articles of Association or an agreement or provisions of law, or a
transformation, merger or division of the Company takes place, which would not require the announcement of a
tender offer pursuant to Article 92 of the Polish Act on Public Offering; and
(ii) FGP Venture will dispose of at least [587,500] (in words, [five hundred eighty-seven thousand five hundred]) of
its shares in the Company or their equivalent received as a result of the transformation, merger or demerger of the
Company (in response to the tender offer referred to in clause (i) or independently of such tender offer), or an entity
(acting alone, through a group of companies or in concert with other entities), other than the shareholders of FGP
Venture as of June 30, 2020, will reach more than 50% of the shares in FGP Venture,
(iii) notwithstanding the above, a transaction will not constitute a Sale Transaction if it does not result in a change
of control within the meaning of Article 409A, i.e. (a) the entity or group of entities acting in concert exceeds 50%
of the total number of votes in the Company or ownership of 50% of the Company's assets, or (b) the achievement
of effective control over the Company understood as achieving at least 30% of the total number of votes, or (c) the
acquisition of the Company's assets representing at least 40% of the gross market value of all the Company's assets;
Under IFRS2, the Sale Transaction is understood as a condition other than vesting conditions (so-called non-vesting
condition).
Since the occurrence of the Sale Transaction is a probable future event, however, dependent on factors not fully
controlled by the Group, and does not depend on the market price of the Group's shares - it has not been included in
the valuation estimates of the RSUs.
The realization of RSUs consists of a one-time payment by the Group of a cash amount in an amount equal to the
product of the number of RSUs granted and the value of the RSUs set forth in the Regulations, which will depend
on the value/price of the shares from the Sale Transaction, less any mandatory withholdings for income tax, social
security, health insurance contributions or any other public and legal dues in the part charged to the Participant,
which the Group, as the payer, is required to withhold under applicable laws. Once the RSUs have been exercised,
i.e., as to which there has been payment of the cash amount due, the Participant is not entitled to any additional cash
or non-cash benefits from the Group under the Program.
DataWalk Spółka Akcyjna
ul. Rzeźnicza 32-33
50-130 Wrocław
KRS: 0000405409, NIP: 894 303 43 18, REGON: 021737247
Sąd rejestrowy: Sąd Rejonowy dla Wrocławia- Fabrycznej we Wrocławiu
VI Wydział Gospodarczy KRS Kapitał zakładowy: 513.298,80 zł w całości wpłacony
Page | 28
If a Sale Transaction does not occur within the period indicated in the Participation Agreement entered into with the
relevant Participant's right to receive RSUs, in view of the inability to meet the Performance Conditions, the
Participation Agreement shall be automatically and immediately terminated to the extent of the RSUs in question,
without any performance obligation on the part of the Company or the Subsidiary. The Participant shall not be
entitled to any claims for payment, including any claims for damages against the Company, the Subsidiary, their
shareholders, or members of their management boards.
Assumptions used for valuation of the Program
Employee services received in cash-settled share-based payments are measured indirectly at the liability's fair value
at the grant date. The initial liability measurement is based on the fair value of the underlying instruments.
Measurement of the liability takes into account the extent to which services have been rendered.
The entity determines the fair value of a cash-settled liability by considering only market and non-vesting conditions.
It means that vesting conditions and non-market conditions affect liability measurement by adjusting the number of
rights to receive cash based on estimates of the performance to be met.
At each reporting date, and ultimately at the settlement date, the recognized liability's fair value is subject to
remeasurement. The remeasurement applies to the recognized liability portion up to the vesting date. The full amount
is subject to remeasurement from the vesting date to the settlement date. The cumulative net cost and amounts
recognized in the income statement that will ultimately be recognized in connection with the transaction will equal
the amount paid to settle the liability.
The effects of remeasurement during the vesting period are recognized immediately in the income statement (in the
corresponding expense item) to the extent that they relate to past services, and to the extent that they relate to future
services the effect of remeasurement is spread over the remaining vesting period.
It means that in the repricing period there is a supplementary adjustment for previous periods so that the recognized
liability at each reporting date is equal to the total fair value of the liability.
As of the balance sheet date of December 31, 2022, the Group has revalued the RSUs for which vesting has occurred
based on the Group's internal estimates. A decision on the final number of RSUs granted and their value had not
been made as of the date of the financial statements, as there were no events specified in the Regulations giving
Eligible Persons the right to grant and benefit from the RSUs granted.
The fair value of the RSUs as of the balance sheet dated December 31, 2022, was determined based on the market
price of DataWalk S.A. shares. As stipulated in the Regulations, the value of the RSUs will be determined based on
the share price from the Sale Transaction. The RSUs will be granted at no cost to the Eligible Persons. RSUs do not
carry the right to dividends; therefore, the expected dividend yield is 0. There are no other market conditions in the
valuation of RSUs in the Program. In this situation, the valuation of the RSUs at a given balance sheet date should
be equal to the fair value of the Company's shares at that date. On the other hand, the total cost of the Program should
be determined at each balance sheet date taking into account other non-market factors. The Company performed a
sample simulation of the RSU valuation using the Black-Scholes model to confirm the validity of this approach. The
valuation result confirms that it is reasonable to take the RSU valuation at the fair value of the shares under the
assumptions mentioned above.
The average annual percentage of forfeitures for RSUs, based on expectations of, for example, the number of
employees and associates leaving the Group before the vesting date, was assumed to be 0%. The Group periodically
revises these estimates and updates them to actual forfeitures.
DataWalk Spółka Akcyjna
ul. Rzeźnicza 32-33
50-130 Wrocław
KRS: 0000405409, NIP: 894 303 43 18, REGON: 021737247
Sąd rejestrowy: Sąd Rejonowy dla Wrocławia- Fabrycznej we Wrocławiu
VI Wydział Gospodarczy KRS Kapitał zakładowy: 513.298,80 zł w całości wpłacony
Page | 29
The recognition of the Program from January 1, 2022, to December 31, 2022
The following table shows the number of RSUs granted as of December 31, 2022, by vesting conditions and degree
of performance.
Vesting conditions
Granted
rights
(in pcs.)
Degree of
fulfillment
of vesting
conditions
Estimated
number of
vested rights
(in pcs.)
Number of
forfeited
rights
(in pcs.)
Remains
under
vesting
(in pcs.)
Vested rights
727 025
98%
715 775
11 250
0
Providing services until 06/30/2023
5 875
54%
3 163
125
2 587
Providing services until 12/31/2023
59 875
43%
25 675
0
34 200
Providing services until 06/30/2024
7 125
29%
2 087
125
4 913
Providing services until 12/312024
3 625
27%
989
0
2 636
Providing services until 06/12/2025
5 875
18%
1 057
125
4 693
Providing services until 12/31/2025
2 000
16%
329
0
1 671
Providing services until 06/30/2026
2 500
13%
313
0
2 187
Total
813 900
92%
749 388
11 625
52 887
The following table presents the number of RSUs for which the acquisition conditions are estimated to have been
fulfilled. Therefore, the services are considered to have been rendered during the twelve months ending December
31, 2022, and the recognition in expense at weighted average fair value.
Description
Quantity
Weighted
average fair
value
(in PLN)
Cost by
weighted
average fair
value
(in PLN
thous.)
Estimated number of vested rights as of 01/01/2022
0
0
0
Estimated amount of vesting during the period
761 013
91,35
69 519
Number of forfeited rights during the period
-11 625
91,35
-1 062
Estimated number of vested rights as of 12/31/2022
749 388
136,26
68 457
No redemption or expiration of RSUs occurred during the reporting period.
The total cost of the Program recognized in the consolidated financial statements for the twelve months ending
December 31, 2022, estimated according to vesting, amounted to PLN 68,457 thousand.
The following table presents the recognition of the Program's costs by line item in the consolidated financial
statements.
Financial statement element
Item
Weighted average fair value
(in PLN thous.)
Profit and Loss Account/Operating costs
Employee benefits - Share-based
Payment
68 457
Long-term liabilities
Incentive program liabilities
68 457
Due to the Program's long-term duration and the expected execution date, liabilities under the Program have been
classified as long-term liabilities. The total amount of liabilities under the Program as of December 31, 2022 was
PLN 68,457 thousand.
Following IFRS 2, the Group has updated the fair value of the RSUs as of the balance sheet date of December 31,
2022, and revised the estimated vesting of the RSUs.
DataWalk Spółka Akcyjna
ul. Rzeźnicza 32-33
50-130 Wrocław
KRS: 0000405409, NIP: 894 303 43 18, REGON: 021737247
Sąd rejestrowy: Sąd Rejonowy dla Wrocławia- Fabrycznej we Wrocławiu
VI Wydział Gospodarczy KRS Kapitał zakładowy: 513.298,80 zł w całości wpłacony
Page | 30
Accordingly, the Group has determined the following events affecting the estimates:
a) the fair value as of December 31, 2022, differed from the value obtained as of the previous balance sheet date
(difference resulting from the change in the Company's share price),
b) adjustment of third-quarter estimates as a result of a re-verification of vesting conditions,
c) in the fourth quarter of 2022, further RSUs were valued and recognized for which acquisition conditions are
estimated to have been met,
d) Program valuation needed to be adjusted because RSUs forfeited, resulting from failure to meet the acquisition
conditions.
The following table shows the items affecting the value of the liability and the cost of the Program recognized in the
financial statements.
Description
Quantity
Weighted
average fair
value
(in PLN)
Cost by
weighted
average fair
value
(in PLN
thous.)
Estimated number of vested rights as of 09/30/2022
758 210
136,26
103 314
Adjustment of estimated vested rights as of 09/30/2022
-36 350
136,26
-4 953
Estimated amount of vested rights as of 09/30/2022 after
adjustment
721 860
-44,91*
-32 419
Estimated amount of vesting during the fourth quarter of
2022
27 673
91,35
2 528
Number of forfeited rights during the fourth quarter of 2022
-145
91,35
-13
Estimated number of vested rights as of 12/31/2022
749 388
91,35
68 457
* The difference between the weighted average fair values of RSUs as of December 31, 2022 and September 30, 2022.
There were no RSUs that were exercised during the reporting period, as well as no RSUs that were exercisable as
of the balance sheet date of December 31, 2022.
DataWalk Spółka Akcyjna
ul. Rzeźnicza 32-33
50-130 Wrocław
KRS: 0000405409, NIP: 894 303 43 18, REGON: 021737247
Sąd rejestrowy: Sąd Rejonowy dla Wrocławia- Fabrycznej we Wrocławiu
VI Wydział Gospodarczy KRS Kapitał zakładowy: 513.298,80 zł w całości wpłacony
Page | 31
The following table shows the settlement of RSUs under the Program by exercise status and their fair values as of
December 31, 2022.
Description
Number of
units
% of the
Program
Fair value
(in PLN)
Cost by
fair value
(in PLN
thous.)
The maximum number of units in the
Program, including:
1 120 000
100%
91,35
102 312
- RSUs granted under the Participation
Agreements
813 900
73%
91,35
74 350
- Tranche as of 04/01/2022
799 900
71%
91,35
73 071
- Tranche as of 07/01/2022
14 000
1%
91,35
1 279
- Number of forfeited rights
-11 625
-1%
91,35
-1 062
- Number of RSUs to be granted in future
periods
317 725
28%
91,35
29 024
RSUs granted under the Participation
Agreements, including:
813 900
73%
91,35
74 350
- Vested rigths
715 775
64%
91,35
65 386
- Remaining in the process of vesting,
including:
86 500
8%
91,35
7 902
(a) for which it is estimated that vesting
conditions have been met
33 613
3%
91,35
3 071
- Forfeited rights
11 625
1%
91,35
1 062
As of the balance sheet date of December 31, 2022, the incentive program remains in progress.
Recognition of the Program from January 1, 2021, to December 31, 2021
During the twelve months of 2021, the Program was not in effect.
DataWalk Spółka Akcyjna
ul. Rzeźnicza 32-33
50-130 Wrocław
KRS: 0000405409, NIP: 894 303 43 18, REGON: 021737247
Sąd rejestrowy: Sąd Rejonowy dla Wrocławia- Fabrycznej we Wrocławiu
VI Wydział Gospodarczy KRS Kapitał zakładowy: 513.298,80 zł w całości wpłacony
Page | 32
DATAWALK GROUP'S EQUITY-SETTLED INCENTIVE PROGRAM
Information on estimates
The Group carries out an incentive program using equity-settled share-based payment transactions. The program is
based on DataWalk's shares and entitles the holder to receive equity instruments in the amount and under the
conditions specified in the Regulations and the Participation Agreement. This program is recognized in the
consolidated financial statements following IFRS 2.
To comply with IFRS 2, the Group recognizes an amount for services received during the vesting period, using the
best available estimate of the number of equity instruments for which vesting will occur. If necessary, the entity
revises these estimates if subsequent information indicates that the number of equity instruments to be vested differs
from previous estimates. At the vesting date, the entity adjusts the estimate to the level of the number of equity
instruments that ultimately vest.
Recognition of an incentive program requires the performance of an analysis that involves making certain
assumptions and applying professional judgment, particularly regarding the number of equity instruments that will
vest during the reporting period and the valuation of options per share on the date of their granting. At each balance
sheet date, the Group estimates the number of equity instruments for which vesting will occur and their fair value
during the reporting period to recognize in the financial statements the relevant increases in equity and the Group's
costs resulting from the incentive program.
Reserve capital
12/31/2022
(in thous. PLN)
12/31/2021
(in thous. PLN)
Incentive program
31 653
2 771
Total
31 653
2 771
The character and principles of the long-term equity-settled Incentive Program of the DataWalk Capital Group
On June 30, 2022, the General Meeting of DataWalk S.A. adopted a resolution to introduce an Incentive Program
(the "Program") aimed at members of key personnel who are Employees, Associates or members of the Executive
Board ("Eligible Persons") of the DataWalk S.A. The Company's Executive Board adopted the Program's
Regulations in a resolution of August 31/2022, then approved by the Supervisory Board in a resolution of September
9, 2022 ("Regulations").
The Program's provisions are effective as of the date of adoption of the Regulations by the Supervisory Board and
shall remain in force until the date of termination by the Executive Board with the effects referred to in the
Regulations. The Executive Board may at any time, with the approval of the Supervisory Board, decide to terminate
the Program or make changes to it.
The purpose of the Incentive Program is to attract and retain members of the Company’s key personnel on a long-
term basis by creating additional tools attractive on the market, which support full identification of the key personnel
with the Company, its long-term goals, motivate this personnel to pay special attention to maintain the Company’s
dynamic growth, and link the interests of these individuals with attention to the Company’s interests and,
consequently, the interests of its shareholders. Therefore the Incentive Program enables participation in the expected
growth of the Company and, as a consequence, strengthens the relationship of these individuals with the Company.
The maximum number of Entitlements giving the right to subscribe for and/or acquire shares in the Company, shall
not exceed a total number of 430,000 (in words: four hundred and thirty thousand) shares in the Company.
The Incentive Program is implemented by granting to Participants who have been designated to participate in the
Incentive Program following the Regulations and who have subsequently entered into an Incentive Program
Participation Agreement (the "Participation Agreement") with the Company conditional entitlements to subscribe
for and/or acquire shares in the Company (the "Entitlements"). Granting of the Entitlements and the conclusion of
DataWalk Spółka Akcyjna
ul. Rzeźnicza 32-33
50-130 Wrocław
KRS: 0000405409, NIP: 894 303 43 18, REGON: 021737247
Sąd rejestrowy: Sąd Rejonowy dla Wrocławia- Fabrycznej we Wrocławiu
VI Wydział Gospodarczy KRS Kapitał zakładowy: 513.298,80 zł w całości wpłacony
Page | 33
the Participation Agreements do not yet result in the vesting of the Entitlements or their exercise by subscribing for
or acquiring the corresponding number of shares.
The Entitlements are not securities and do not include any claims under civil law (including commercial company
law) beyond the claim for the exercise of the Entitlements in accordance with the Program, and in particular do not
create any shareholder rights on the part of the Participant, including incorporating the right to vote, the right to
share in the Company’s profit (dividends), or any other shareholder rights until the Company’s Shares are purchased
or acquired. The entitlements are non-transferable to third parties and may not be encumbered by property or bond
rights, but are subject to inheritance.
The vesting of the Entitlements by the Participants shall occur upon the fulfillment of the Vesting Conditions,
defined as the fulfillment of the financial or non-financial individual or Company criteria set forth in the Participation
Agreement, including:
(a) maintenance of the Relationship for the period specified in the Participation Agreement, and/or
(b) meeting additional criteria, if provided for in the Participation Agreement.
The Entitlements will be acquired free of charge.
Performance vesting conditions are not dependent on the market price of the Company's equity instruments and are
therefore classified as non-market conditions.
Under IFRS 2, vesting conditions other than market conditions should not be considered when estimating the fair
value of shares or stock options at the measurement date. Instead, vesting conditions should be taken into account
by adjusting the number of equity instruments that are used in measuring the value of the entire transaction so that
the value of the services recognized in exchange for the equity instruments granted takes into account the number
of instruments that will ultimately vest.
The condition for the Exercise of Entitlements is fulfilling the vesting conditions and the execution of the Sale
Transaction together (non-vesting condition).
Exercise of the Entitlement shall occur in the event of cumulative fulfillment of the following conditions:
a) fulfillment of the Vesting Conditions specified each time in the individual Participation Agreement (vesting
condition) e.g. length of cooperation,
b) the occurrence of a „Sale Transaction”, i.e. a situation in which all of the following conditions occur (non-vesting
condition):
(i) an entity or group of entities acting in concert referred to in Art. 87 sec. 1 item 5 of the Act on Offering, will
exceed 50% of the total number of votes in the Company as a result of the announcement of a tender offer for the
sale of all shares in the Company, in accordance with the Act on Offering (hereinafter: Tender Offer”), whereby,
for the purposes of calculating the total number of votes in the Company, the sum of the number of votes held
regardless of the legal title by all entities belonging to the same capital group and the number of votes from the
shares is taken into account, even if the exercise of voting rights from them is limited or excluded by the Company’s
Articles of Association or agreement or by law, or a transformation, merger or division of the Company takes place,
which, in accordance with the applicable regulations, will not require the announcement of a Tender Offer; and
(ii) FGP Venture will dispose of at least 587500 (in words: five hundred eighty-seven thousand five hundred) of its
shares in the Company or their equivalent received as a result of the Company’s transformation, merger or demerger
(in response to the Tender Offer or independently of the Tender Offer), or an entity (acting alone, through a group
of companies or in concert with other entities) other than the shareholders of FGP Venture as of June 30, 2022 will
reach more than 50% of the shares in FGP Venture,
(iii) notwithstanding the foregoing, a given transaction will not constitute a Sale Transaction if it does not result in
a change of control, i.e.: a) exceeding by an entity or group of entities acting in concert 50% of the total number of
votes in the Company or ownership of 50% of the Company’s assets, or b) achieving actual control over the
Company, understood as reaching at least 30% of the total number of votes, or c) acquisition of assets of the
Company constituting at least 40% of the gross market value of all assets of the Company.
Under IFRS2, the Sale Transaction is understood as a condition other than vesting conditions (so-called non-vesting
condition).
DataWalk Spółka Akcyjna
ul. Rzeźnicza 32-33
50-130 Wrocław
KRS: 0000405409, NIP: 894 303 43 18, REGON: 021737247
Sąd rejestrowy: Sąd Rejonowy dla Wrocławia- Fabrycznej we Wrocławiu
VI Wydział Gospodarczy KRS Kapitał zakładowy: 513.298,80 zł w całości wpłacony
Page | 34
Exercise of the Entitlement vested by the Participant shall consist in the acquisition or purchase of shares at the
nominal price. One Entitlement shall entitle to subscribe for or acquire one share, with the provision that if the
nominal price of a share changes, i.e. does not amount to PLN 0.10 (in words: ten groszy) per share, the Participant
shall have the right to subscribe for or acquire the number of shares according to the formula set forth in the AGM
Resolution.
The Exercise of the Entitlement shall take place either:
(i) directly using the institution of a share capital increase, the authorization of the Executive Board to increase the
Company’s share capital within the framework of authorized capital, or the acquisition by the Company of its own
shares for the purpose of offering them to the Participants;
(ii) indirectly using the institution of a conditional share capital increase linked to the issuance of registered
subscription warrants directed to the Participants;
(iii) or by any other appropriate means, including indirect acquisition by a third party depending on the Execution
Board’s decision in this regard, approved by the Supervisory Board.
If the Sale Transaction does not take place within the period indicated in the Terms and Conditions, in the absence
of the possibility of fulfilling the Performance Conditions, the Participation Agreement shall be automatically and
immediately terminated to the extent of the Eligibility in question, without any obligation of the Company to provide
any performance. The Participant will not be entitled to any claims for payment, including any claims for damages
against the Company, its shareholders or Members of the bodies.
If the Sale Transaction occurs prior to the fulfillment of the specified Vesting Conditions, the Participation
Agreement shall be terminated to the extent of the respective Entitlements, and the Eligible Persons shall forfeit any
further participation in the Program to the extent above, including the right to acquire and exercise the respective
Entitlements. The Eligible Persons shall not be entitled to any claims against the Company, its shareholders or
Members of the Bodies, including any claims for payment, delivery of Shares or claims for damages. However, if
the Vesting Conditions of a given Eligible Person included only the maintenance of the Relationship on the terms
outlined in the Regulations for the period of time specified in the Participation Agreement, excluding the additional
criteria referred to in the Regulations, while no Cause occurred, the Conditions of Acquisition shall be deemed to
have been fulfilled on the date of the Sale Transaction, and the Eligible Persons shall be entitled to exercise the
acquired Entitlements. The Participation Agreement may regulate the consequences of the occurrence of a Sale
Transaction differently prior to the fulfillment of the Vesting Conditions.
Assumptions used for valuation of the Program
Services received as equity-settled share-based payments are measured indirectly at fair value on the grant date. The
initial valuation of the Program is based on the fair value of the underlying instruments. The measurement of the
value of the goods or services received and the corresponding increase in equity considers the extent to which the
services have been rendered.
The entity determines the fair value of the equity-settled Program by considering only the market and non-vesting
conditions. It means that vesting conditions and non-market conditions affect reserve capital measurement by
adjusting the number of rights to receive cash based on estimates of the performance to be met.
The value of one right for and/or acquire Company shares is valued only once, on the grant date. At each reporting
date, and ultimately at the date of settlement, the fair value of the recognized increase in equity may be revalued by
adjusting the number of rights for and/or acquiring Company shares. The revaluation relates to the recognized
portion of the increase in equity up to the vesting date. The total value of the increase in equity is subject to
revaluation from the vesting date to the settlement date. The cumulative net cost and amounts recognized in the
income statement that will ultimately be recognized in connection with the transaction will be equal to the product
of the vested rights to subscribe for and/or acquire Company shares and the value of one right for and/or acquire
Company shares on the grant date.
The valuation adjustment effects of the increase in equity during the vesting period are recognized immediately in
the income statement (in the corresponding expense item) to the extent that they relate to past services, and to the
extent that they relate to future services the valuation adjustment effect is spread over the remaining vesting period.
DataWalk Spółka Akcyjna
ul. Rzeźnicza 32-33
50-130 Wrocław
KRS: 0000405409, NIP: 894 303 43 18, REGON: 021737247
Sąd rejestrowy: Sąd Rejonowy dla Wrocławia- Fabrycznej we Wrocławiu
VI Wydział Gospodarczy KRS Kapitał zakładowy: 513.298,80 zł w całości wpłacony
Page | 35
It means that during the revaluation period, there may be an additional adjustment to the number of rights to take up
and/or acquire the Company's shares for previous periods so that the recognized increase in equity at each reporting
date is equal to the total fair value of the increase in equity.
Re-measurement adjustments made after the vesting period are recognized immediately in the income statement
(under other financial expenses or income).
As of the balance sheet date of December 31, 2022, the Company adjusted the number of rights to take up and/or
acquire Company shares for which, based on the Company's internal estimates, vesting had occurred and thus
revalued the corresponding increase in equity. A decision on the final number of rights vested by program
participants will be made upon the occurrence of events, as specified in the Regulations, giving eligible persons the
right to take up and/or acquire Company shares.
The fair value of the entitlement to subscribe for and/or acquire the Company's shares on the grant date is determined
based on the Black-Scholes-Merton model, where the underlying instrument is the market price of DataWalk S.A.
shares. The vesting will take place free of charge. Exercise of the vested rights by the participant will consist in the
subscription and/or acquisition of shares at a nominal price, which on the grant date was PLN 0.10 per share. The
entitlement to subscribe for and/or acquire shares in the Company does not give the right to dividends. Therefore
the expected dividend rate is 0. There are no other market conditions in the valuation of the rights to subscribe for
and/or acquire shares in the Program. However, the total cost of the Program and the corresponding increase in
equity should be determined at each balance sheet date, taking into account other non-market factors.
The average annual percentage of forfeitures for vesting and/or acquisition of the Company's shares, based on
expectations of, for example, the number of employees and associates leaving the Company before the vesting date,
was assumed to be 0%. The Company periodically revises these estimates and updates them to actual forfeitures.
The table below shows the parameters adopted in the Entitlement pricing model for the first tranche of the Program.
Parameters adopted in the valuation model
Tranche I
Program valuation date
01.10.2022 r.
Valuation model
Blacka-Scholes'a-Mertona
The number of Entitlements granted resulting from the Participation Agreements
273 568 szt.
Stock Price as of 09/30/2022
136,26 PLN
Exercise Price
0,10 PLN
Expected price volatility
4,16%
Time to Maturity
5 lat
Risk-free rate
7,14%
Fair value
136,19 PLN
The grant of Entitlements to employees and associates of the Company who joined the first tranche of the Incentive
Program took place on October 1, 2022 (Grant Date).
To participate in the first tranche of the Incentive Program, the Company's Executive Board nominated 69 employees
and associates, who were assigned individual Vesting Conditions and the number of Entitlements granted. The first
tranche amounted to 273,568 Entitlements, of which 84,999 relate to the replacement of outstanding Entitlements
from the Incentive Program in effect at the Company from December 31, 2017, to December 31, 2019.
At a further stage of the Incentive Program, the authorized bodies may identify further Incentive Program
Participants and offer them a certain number of Entitlements within the limit set by the Resolution of the AGM, i.e.
in a total number not exceeding 430,000 (in words: four hundred and thirty thousand) shares of the Company.
The Company will announce these events in separate announcements.
DataWalk Spółka Akcyjna
ul. Rzeźnicza 32-33
50-130 Wrocław
KRS: 0000405409, NIP: 894 303 43 18, REGON: 021737247
Sąd rejestrowy: Sąd Rejonowy dla Wrocławia- Fabrycznej we Wrocławiu
VI Wydział Gospodarczy KRS Kapitał zakładowy: 513.298,80 zł w całości wpłacony
Page | 36
The recognition of the Program from January 1, 2022, to December 31, 2022
The following table shows the number of vesting Entitlements granted to the Company's shares as of December 31,
2022, by vesting conditions and degree of exercise.
Vesting conditions
Granted
rights
(in pcs.)
Degree of
fulfillment
of vesting
conditions
Estimated
number of
vested rights
(in pcs.)
Number of
forfeited
rights
(in pcs.)
Remains
under
vesting
(in pcs.)
Vested rights
221 785
100%
221 785
0
0
Providing services until 06/30/2023
5 350
33%
1 790
-750
2 810
Providing services until 12/31/2023
41 433
20%
8 287
0
33 146
Providing services until 06/30/2024
5 000
11%
556
0
4 444
Total
273 568
85%
232 418
-750
40 400
Under IFRS 2, as a result of the conclusion, effective October 1, 2022, of agreements with Participants in the
incentive program implemented by the Company in 2017-2019, changing the then-existing terms and conditions for
the acquisition of Entitlements to those under the Regulations, the Company updated the fair value of the
Entitlements covered by the agreement as of the date of their grant, and, after re-verifying the number of Entitlements
acquired, recognized a corresponding adjustment to the number of equity instruments. The difference resulting from
the update was fully recognized in the financial result by recognizing it as an expense.
The following table presents the number of Entitlements for which the acquisition conditions are estimated to have
been fulfilled. Therefore, the services are considered to have been rendered during the twelve months ending
December 31, 2022, and the recognition in expense at weighted average fair value.
Description
Quantity
Weighted
average fair
value
(in PLN)
Cost by
weighted
average fair
value
(in PLN thous.)
Estimated number of vested rights as of 01/01/2022
88 999
31,14
2 771
Adjustment of the estimated quantity of vested rights
(2017-2019)
-4 000
31,14
-125
Adjustment of the valuation of vested rights (2017-2019)
due to the conclusion of agreements
84 999
105,05*
8 929
Estimated amount of vesting during the period
148 169
136,19
20 179
Number of forfeited rights during the period
-750
136,19
-102
Estimated number of vested rights as of 12/31/2022
232 418
136,19
31 653
*The difference between the weighted average fair values of the Entitlements as of October 1, 2022 and June 30, 2017.
The following table presents the recognition of the Program's costs by line item in the consolidated financial
statements.
Financial statement element
Item
Weighted average fair value
(in PLN thous.)
Profit and Loss Account/Operating costs
Employee benefits - Share-based
Payment
28 882
Equity
Profit (loss) from previous years
2 771
Equity
Reserve capital
31 653
DataWalk Spółka Akcyjna
ul. Rzeźnicza 32-33
50-130 Wrocław
KRS: 0000405409, NIP: 894 303 43 18, REGON: 021737247
Sąd rejestrowy: Sąd Rejonowy dla Wrocławia- Fabrycznej we Wrocławiu
VI Wydział Gospodarczy KRS Kapitał zakładowy: 513.298,80 zł w całości wpłacony
Page | 37
During the period covered by the report, there was no redemption or expiration of Entitlements. There were no
Entitlements exercised during the reporting period and no Exercisable Entitlements as of the balance sheet date of
December 31, 2022.
The following table shows the settlement of Program Entitlements by exercise status and their fair value as of
December 31, 2022.
Description
Number of
units
% of the
Program
Fair value
(in PLN)
Cost by
fair value
(in PLN thous.)
The maximum number of rights in
the Program, including:
430 000
100%
136,19
58 562
- Rights granted under the Participation
Agreements
273 568
64%
136,19
37 257
- entitlements related to 2017-2019
program
84 999
20%
136,19
11 576
- Tranche as 10/01/2022
188 569
44%
136,19
25 681
- Number of forfeited rights
-750
0%
136,19
-102
- Number of rights to be granted in
future periods
157 182
37%
136,19
21 407
Rights granted under the
Participation Agreements, including:
273 568
64%
136,19
37 257
- Vested rigths
221 785
52%
136,19
30 205
- Remaining in the process of vesting,
including:
51 033
12%
136,19
6 950
a) for which it is estimated that
vesting conditions have been met
10 633
2%
136,19
1 448
- Forfeited rights
750
0%
136,19
102
As of the balance sheet date of December 31, 2022, the incentive program remains in progress.
DataWalk Spółka Akcyjna
ul. Rzeźnicza 32-33
50-130 Wrocław
KRS: 0000405409, NIP: 894 303 43 18, REGON: 021737247
Sąd rejestrowy: Sąd Rejonowy dla Wrocławia- Fabrycznej we Wrocławiu
VI Wydział Gospodarczy KRS Kapitał zakładowy: 513.298,80 zł w całości wpłacony
Page | 38
IMPAIRMENT TESTS
Information on estimates
IAS 36 requires an entity to assess at the end of each reporting period whether there is any indication that any of its
assets may be impaired. If any such indication exists, the entity shall estimate the asset's recoverable amount.
Irrespective of whether there is any indication of impairment, an entity shall also test an intangible asset with an
indefinite useful life or an intangible asset not yet available for use for impairment annually by comparing its
carrying amount with its recoverable amount.
The recoverable amount is determined for an individual asset unless the asset does not generate cash inflows that
are largely independent of those from other assets or groups of assets. If this is the case, the recoverable amount is
determined for the cash-generating unit to which the asset belongs.
This impairment test may be performed at any time during an annual period, provided it is performed at the same
time every year. Different intangible assets may be tested for impairment at different times. However, if such an
intangible asset was initially recognized during the current annual period, that intangible asset shall be tested for
impairment before the end of the current annual period.
IAS 36 indicates that the test measures the recoverable amount of an asset. The recoverable amount of an asset or a
cash-generating unit is the higher of its fair value less costs of disposal and its value in use. The standard defines
value in use is the present value of the future cash flows expected to be derived from an asset or cash-generating
unit. Under paragraph 6 of IAS 36, a cash-generating unit is the smallest identifiable group of assets that generates
cash inflows that are largely independent of the cash inflows from other assets or groups of assets. There is subjective
judgment involved in determining what constitutes a cash-generating unit. If it is impossible to determine a single
asset's recoverable amount, an entity identifies the smallest set of assets that generate largely independent cash
inflows.
Assessing indications of impairment and testing requires extensive estimates and professional judgment, particularly
related to estimating future cash flows from operations, the discount rate value, or costs of disposal.
Internally developed software, development work in progress and goodwill
Development costs are capitalized only after technical and commercial feasibility of the asset for sale or use have
been established. This means that the Company can complete the intangible asset (software platform) and either
use it or sell it and is able to demonstrate how the asset will generate future economic benefits.
Internally developed DataWalk software represents the all completed development cost, transformed to software
which is offered as a completed product to the customers.
The goodwill arose as a result of a contribution in kind to the Company in the form of the entire enterprise under the
name "PiLab" Advanced technologies and IT training Krystian Piećko, based in Chocianów, with a total value of
PLN 487,000.00 in exchange for 725,000 registered shares of series A and a total nominal value of PLN 72,500.00,
preferred as to voting, so that there are two votes per share, on the date of incorporation of the joint stock company
(18.10.2011).
The Company determined the recoverable amount at the cash-generating unit level (hereinafter "CGU") using the
DCF model. The recoverable value of the CGU determined under this test corresponds to its value in use.
For this test, the value of development work in progress, the value of completed development work, and goodwill
were allocated in full to the CGU responsible for the creation and development of the DataWalk platform and the
sale of DataWalk software licenses, which is part of the DataWalk S.A. operating segment.
The previous impairment test carried out at the end of 2021 also included in its scope estimates of cash outflows
needed to continue development work and outflows related to the completion of new software versions (4.X and
higher) as well as inflows from new customers that the Company plans to generate from the sale of licenses and
services based on higher software versions.
DataWalk Spółka Akcyjna
ul. Rzeźnicza 32-33
50-130 Wrocław
KRS: 0000405409, NIP: 894 303 43 18, REGON: 021737247
Sąd rejestrowy: Sąd Rejonowy dla Wrocławia- Fabrycznej we Wrocławiu
VI Wydział Gospodarczy KRS Kapitał zakładowy: 513.298,80 zł w całości wpłacony
Page | 39
For the purposes of this test, due to the principle of prudent valuation, the Company decided to include in the test
performed only the planned revenues from the current version of the software and the currently installed customer
base. Considering that the current version of the software is an off-the-shelf product bringing a certain stream of
revenue from customers without the need to continue significant development and investment work, the Company
estimated future cash flows generated from the CGU at the operating level.
The method of allocating assets to the CGU has stayed the same. In both cases, the cash outflow projections
considered the necessary operating costs directly related to the day-to-day operation of the asset group under test, as
well as indirect costs attributable to the process of using the assets allocated to the CGU.
As of December 31, 2022, the Company has allocated to the CGU under test the value of development work in
progress of PLN 3,050 thousand, the value of development work completed of PLN 21,296 thousand and goodwill
of PLN 390 thousand.
The key assumptions used in the calculation were as follows:
The Company's Executive Board has developed cash flow forecasts for five years, starting with estimates for 2023.
The revenue and cost forecasts adopted coincide with the assumptions from the budget prepared for subsequent
years. At the same time, the above values reflect the Executive Board's experience of developing both DataWalk
S.A. and the DataWalk Group.
The Company prepared the value of cash inflows using the prudent valuation method. The projection period included
only inflows related to maintenance services from the installed customer base at 2022 prices and ranges and the sale
of a few small new licenses per year. The base for the projections was historical and statistical data, among other
things, the rate of renewals of maintenance services by existing customers.
The Company built cost calculations based on the Executive Board's and key managers' experience. It considered
the resources necessary and commensurate to provide services and customer support to the extent consistent with
the assumptions made for CGU revenues and all general and administrative expenses associated with running
operations. The projected cash outflows consider historical and planned costs, expected changes resulting from
industry developments or changes in the areas that determine business operations in Poland and worldwide, such as
upward pressure on wages in the IT industry.
The Executive Board regularly analyzes the adopted business objectives and budget. It updates financial forecasts
and investment plans, so it can efficiently respond to changes in the organization and the market environment.
DataWalk Spółka Akcyjna
ul. Rzeźnicza 32-33
50-130 Wrocław
KRS: 0000405409, NIP: 894 303 43 18, REGON: 021737247
Sąd rejestrowy: Sąd Rejonowy dla Wrocławia- Fabrycznej we Wrocławiu
VI Wydział Gospodarczy KRS Kapitał zakładowy: 513.298,80 zł w całości wpłacony
Page | 40
Information on the methods used to assess the values assigned to each key assumption:
Item
Value in the forecast
period (years 2023-
2027)
Long-term value
after the forecast
period
Calculation method
Sales value
- Historical results,
including maintenance
sales to existing
customers
- Assumed sales of
two new small licenses
per year
0%
- In the case of some customers, the
financial forecasts assume revenue
growth for each period at 5%
(indexation), while a revenue level is
constant in other cases.
- The value of sales of new licenses was
assumed at the level derived from the
most recent historical data,
- The Company built each detailed sales
growth forecast period in a conservative
variant.
- The Company assumed that from the
current version of the software, it would
be able to obtain stable revenues for five
years, then took that the residual value, as
well as the growth rate after the forecast
period, were 0.
EBIT margin
Historic data, based on management estimates.
Capital expenditures
(CAPEX)
-
-
The Company prepared the forecast
assuming in the valuation model that the
estimated expenses related solely to
maintaining the current version of the
software are operating expenses.
Pre-tax discount rate
15,30%
15,30%
Based on the CAPM model.
Discount rate used
previously
12,32%
12,32%
Based on the CAPM model.
The recoverable amount of the CGU as of the balance sheet date was PLN 19,530 thousand. The impairment loss
was estimated at PLN 5,205 thousand and fully recognized in the income statement in other operating expenses. In
the opinion of the Executive Board, reasonable and possible changes in key assumptions will not cause the carrying
value of the CGU to exceed its recoverable amount.
The following table shows the amounts of impairment loss by asset group (in thous. PLN).
Asset
Value before
impairment allowance
Impairment
allowance
Value after
impairment allowance
Goodwill
390
-390
0
Intangible assets, including:
24 346
-4 815
19 530
- development work in progress
3 050
-603
2 447
- development work completed
21 296
-4 212
17 083
Total
24 735
-5 205
19 530
The impairment write-off was fully allocated to DataWalk S.A.'s operating segment.
The above operation is non-cash and does not affect the Issuer and the Group’s current financial situation.
DataWalk Spółka Akcyjna
ul. Rzeźnicza 32-33
50-130 Wrocław
KRS: 0000405409, NIP: 894 303 43 18, REGON: 021737247
Sąd rejestrowy: Sąd Rejonowy dla Wrocławia- Fabrycznej we Wrocławiu
VI Wydział Gospodarczy KRS Kapitał zakładowy: 513.298,80 zł w całości wpłacony
Page | 41
IMPACT OF THE COVID-19 EPIDEMIC ON THE GROUP'S OPERATIONS
In connection with the SARS-CoV-2 pandemic, administrative measures restricting the freedom of economic
activity and affecting the daily operations of enterprises were introduced. The current situation also affects the
availability of staff, the possibility of conducting activities related to promotion, sales and implementation and the
situation of current and potential Group’s customers. Depending on further development of the presence of
COVID-19 and actions taken at regional, national and international levels, may have a significant negative impact
on the economic situation in Poland and in the world, which may influence the implementation of the Group's plans
and its future financial results.
The Group undertakes actions to minimize the impact of the pandemic, ensuring continuity of development and
sales work through remote work. Furthermore, sales of the Group's products and services are conducted to a large
extent using remote access channels, which significantly reduces the risk of the negative impact of mobility
restrictions on its financial results. It should also be mentioned that as the Group produces virtual goods, it does not
have a supply chain. The continuity of operational and development work depends mainly on the availability of
employees and the Group focuses its attention on this, taking measures to protect employees' health and the
possibility of remote and hybrid work. Nevertheless, it should be emphasized that despite the effective mitigation of
the impact of the risks associated with the global and Polish business restrictions, the Group's Executive Board is
unable to predict further developments related to the pandemic and its ultimate impact on the Group's financial
position.
IMPACT OF THE POLITICAL AND ECONOMIC SITUATION IN UKRAINE
Since February 24, 2022, there has been a war in Ukraine that has created a new, constantly changing, and
economically unpredictable situation in the world. Representatives of the European Union, the United States, the
United Kingdom, and many other countries have imposed sanctions that are severe on Russia, which mainly affect
strategic sectors of the Russian economy by blocking access to technology and markets, and have announced the
introduction of new ones.
Currently, the Group has not identified any significant negative impact on its operations. In the 2022, as in previous
periods, the Group did not sell DataWalk software to customers and partners from Russia, Belarus or Ukraine. The
Group does not have a supply chain that could potentially be exposed to the risks of interrupting the continuity of
supplies, which could adversely affect the Group's operating capabilities. The Group also does not have any
investments or subsidiaries in conflict-affected areas. There are no Ukrainian employees among the personnel of the
Group companies, where there is a risk related to the possible loss of employees due to military mobilization in a
country covered by the war.
Due to the dynamic situation in Ukraine, it cannot be ruled out that the ongoing conflict, depending on its further
development and actions taken at the national and international level, may have a significant negative impact on the
economic situation in Poland and in the world, which may infuence the possibility of implementing the Group's
plans and its future financial results. Therefore, the Management Board of the Group monitors and analyzes the
available information and takes steps to minimize the impact of the situation on its operations as the events unfold.
DataWalk Spółka Akcyjna
ul. Rzeźnicza 32-33
50-130 Wrocław
KRS: 0000405409, NIP: 894 303 43 18, REGON: 021737247
Sąd rejestrowy: Sąd Rejonowy dla Wrocławia- Fabrycznej we Wrocławiu
VI Wydział Gospodarczy KRS Kapitał zakładowy: 513.298,80 zł w całości wpłacony
Page | 42
MAJOR EVENTS THAT HAVE AN IMPACT ON THE DATAWALK GROUP'S
RESULTS IN THE REPORTING PERIOD
In 2022, the Group obtained fourteen significant projects, which include cooperation with entities such as the
United States Department of Agriculture in the United States, the United States Department of Labor Office of
Inspector General, the United States Department of Defense Office of Inspector General, the US Army CID, the
United Nations ("UN"), ING Bank Slaski S.A., Total Energies SE, Polaris Wireless Inc., and Enigma Systemy
Ochrony Informacji sp. z o.o. as part of the implementation of cooperation with the Police Headquarters, as
reported in ESPI current reports.
On June 22, 2022, the Executive Board informed that it concluded an agreement with PKN Orlen S.A. registered
in Płock, Poland, which is a continuation of the cooperation, which the Company reported on February 14, 2020.
On June 23, 2022, the Executive Board informed that the Company’s subsidiary DataWalk Inc. had obtained a
purchase order from Ally Financial for the license sale of the DataWalk analytical platform.
Continued cooperation through the expansion of the DataWalk system and licenses at the Group's existing
customers confirms the effectiveness of the commercialization model adopted by the Company and the
usefulness of the DataWalk product at leading banking institutions.
In the third quarter of 2022, the Company's Executive Board, with the approval of the Supervisory Board,
conducted a process of raising investor capital through the issuance of new series P shares with the exclusion of
pre-emptive rights for existing shareholders, which the Issuer reported in ESPI current reports. As a result of the
issue, the Company raised capital to implement the adopted development strategy in the total amount of PLN
38,275,700.
On March 10, 2022 the Issuer informed that the Company Board has adopted the Regulations of Incentive
Program (“Incentive Program”) for key staff members of DataWalk SA and its Subsidiaries. (The Regulations
were adopted based on the authorization granted in the Resolution of the Ordinary General Meeting of the
Company #19 of June 30, 2020 (“Resolution of the OGM”) on establishing an incentive program for key
personnel of DataWalk S.A. and/or subsidiaries.
On March 18, 2022 the Issuer informed that on March 18, 2022 the Supervisory Board of the Company approved
the Regulations of Incentive Program (hereinafter: “Regulations”) for the key personnel of DataWalk SA and /
or Subsidiaries (hereinafter referred to as the “Incentive Program”) and approved the individual vesting
conditions for granting RSUs for Eligible Persons who are Members of the Executive Board of the Company or
a subsidiary, i.e. DataWalk Inc.
The Regulations were approved on the basis of the Issuer’s Executive Board Resolution No. 03/03/2022 of March
10, 2022, the adoption of which was reported by the Company in the current report No. 9/2022 on March 10,
2022 and the authorization granted in the Resolution of the Ordinary General Meeting of the Company No. 19
of June 30, 2020 on the establishment of an incentive program for members of the key personnel of DataWalk
SA and / or subsidiaries.
On May 31, 2022, the Executive Board of DataWalk S.A. has prepared a draft of the resolution on the
introduction of the Incentive Program based on the Company’s stock (“Incentive Program”) for the key personnel
of DataWalk S.A. The Executive Board of the Company intends to put the project of the resolution on the
introduction of the Incentive Program on the agenda for the upcoming Ordinary General Meeting of Shareholders
of the Company (“OGM”). The draft has been approved by the resolution of the Supervisory Board on May 31,
2022 and will be the subject of voting at the OGM, which will be convened with a separate current report.
On August 31, 2022, the Executive Board adopted the Regulations of the Incentive Program („Regulations”) for
members of the key personnel of DataWalk S.A. (the „Incentive Program” or the „Program”). The Regulations
were adopted based on the authorization granted in the Resolution of the Company’s Annual General Meeting
No. 20 of June 30, 2022, on the establishment of a share-based incentive program for members of key personnel
of DataWalk S.A.
On September 9, 2022 the Supervisory Board of the Company approved the Regulations of Incentive Program
(hereinafter: „Regulations”) for the key personnel of DataWalk S.A. (hereinafter referred to as the „Incentive
Program”) and also approved the decisions of the Executive Board in the scope of:
selecting Persons Eligible to participate in the Incentive Program,
DataWalk Spółka Akcyjna
ul. Rzeźnicza 32-33
50-130 Wrocław
KRS: 0000405409, NIP: 894 303 43 18, REGON: 021737247
Sąd rejestrowy: Sąd Rejonowy dla Wrocławia- Fabrycznej we Wrocławiu
VI Wydział Gospodarczy KRS Kapitał zakładowy: 513.298,80 zł w całości wpłacony
Page | 43
the number of Entitlements that may be granted to individual Program Participants, and
Vesting Conditions.
The Regulations and the above-mentioned criteria of participation and Vesting Conditions were approved on the
basis of the Issuer’s Executive Board Resolutions No. 05-07/08/2022 of August 31, 2022, the adoption of which
was reported by the Company in the current report No. 38/2022 on August 31, 2022, as well as under the
authorization granted in the Resolution of the Ordinary General Meeting of the Company No. 20 of 30/06/2022
on the establishment of an Incentive Program based on shares for members of the key personnel of DataWalk
S.A., the undertaking of which was announced by the Company in the current report No. 24/2022 on June 30,
2022.
Political and economic situation in Ukraine
In connection with the recommendation sent by the Polish Financial Supervision Authority on February 25, 2022,
the Company hereby informs that as at the date of submitting this report for publication, this situation has no
significant impact on the operations of the Group companies. In 2022, as in previous periods, the Group did not
sell DataWalk software to Russia, Belarus or Ukraine. The Group has no supply chain that could potentially be
exposed to additional risks, and does not have investments and subsidiaries in conflict-affected areas. There are
no Ukrainian employees among the personnel of the Group companies, where there is a risk related to the
possible loss of employees due to military mobilization in a country covered by the war.
As at the date of approval of these financial statements for publication, the Management Board, based on the
analysis of risks to date, in particular those resulting from the political and economic situation in Ukraine,
concluded that the continuation of the Group's operations for a period of at least 12 months from December 31,
2022 year is not threatened. The Group has a stable financial situation, monitors and analyses the available
information and takes steps to minimize the impact of the situation on its business as the events unfold.
Nevertheless, due to the dynamic situation in Ukraine, it cannot be ruled out that the ongoing conflict, depending
on its further development and actions taken at the national and international level, may have a significant
negative impact on the economic situation in Poland and in the world, which may translate into the possibility
of implementing the Group's plans and its future financial results.
SIGNIFICANT EVENTS AFTER THE BALANCE SHEET DATE AFFECTING THE
GROUP'S OPERATIONS
As of the date of these consolidated financial statements for the 12-month ended December 31, 2022, there have
been no events after the balance sheet date that have not been but should have been included in these financial
statements.
SIGNIFICANT EVENTS AFFECTING THE GROUP'S OPERATIONS AFTER
DECEMBER 31, 2022
On December 19, 2022 the Executive Board adopted a resolution to nominate the Persons Eligible to
participate in next tranche of the Incentive Program for the Company’s Key Personnel, to determine the
number of Entitlements that may be granted to individual Program Participants under next tranche, and to
establish the Vesting conditions of the Entitlements.
At the same time, on December 19, 2022 the Company’s Supervisory Board approved the aforementioned
arrangements of the Executive Board and adopted a resolution to designate Management Board Member
Lukasz Socha as eligible to participate in next tranche of the Incentive Program to determine the number
of Entitlements that may be granted to the Management Board Member under next tranche and to establish
the vesting conditions of Entitlements. To participate in next tranche of the Incentive Program, the
Company’s bodies nominated 77 employees and associates of the Company, and the Board Member
indicated above. Next tranche totals 120,710 Entitlements.
DataWalk Spółka Akcyjna
ul. Rzeźnicza 32-33
50-130 Wrocław
KRS: 0000405409, NIP: 894 303 43 18, REGON: 021737247
Sąd rejestrowy: Sąd Rejonowy dla Wrocławia- Fabrycznej we Wrocławiu
VI Wydział Gospodarczy KRS Kapitał zakładowy: 513.298,80 zł w całości wpłacony
Page | 44
A total of 87 persons were nominated under all tranches of the Incentive Program and were offered a total
of 394,278 Entitlements giving the right to subscribe for and/or acquire shares in the Company, which
represents 92% of the maximum number of Entitlements giving the right to subscribe for and/or acquire
shares in the Company that may be granted in total under the entire Stock-Based Incentive Program to all
Participants.
Granting the Entitlements to employees and associates of the Company and to the Management Board
Member who will join next tranche of the Incentive Program shall take place not earlier than on January 1,
2023 and not later than on June 30, 2023.
On December 19, 2022 the Executive Board adopted a resolution to nominate the Persons Eligible to
participate in the next tranche of the Incentive Program settled by Restricted Stock Units (RSUs”) for the
Company’s/ and or Subsidiary’s Key Personnel, to determine the number of Restricted Stock Units that
may be granted to individual Program Participants under the next tranche, and to establish the Vesting
conditions of the RSUs.
To participate in the next tranche of the Incentive Program, the Executive Board nominated 12 employees
of DataWalk Inc., the subsidiary of DataWalk S.A. and offered a total of 41,350 RSUs.
A total of 23 individuals were nominated under all tranches of the Incentive Program and were offered a
total of 830,000 RSUs, representing 74% of the maximum number of RSUs that can be granted under the
entire Incentive Program to all Participants.
Conditional granting of RSUs to eligible employees and associates of DataWalk, Inc. will take place not
earlier than January 1, 2023, and not later than January 31, 2023.
FACTORS EXPECTED TO AFFECT FURTHER GROUP’S DEVELOPMENT
In the opinion of the Executive Board, the most important external and internal factors that may affect the operations
of the DataWalk Capital Group and its results include:
Elements and external trends that may affect the Group's perspectives
Growing importance of data processing, data analysis and their usage (Big Data),
Situation on the insurance market in Poland,
Increase in the scale and quality of activities aimed at counteracting money laundering and counteracting
tax avoidance,
Growing number of new company registrations in Poland,
Automation of data set analysis processes,
Increasing user-friendliness of tools for analyzing data sets,
The course and impact of the SARS-CoV-2 virus pandemic causing COVID-19 disease in the markets
where the Group operates,
Development of political and economic situation in Ukraine.
Elements and internal trends that may affect the Group's perspectives
Perspective of total revenues and expenses generated,
Level of planned expenditures on marketing and sales activities,
Level of planned costs related to staff recruitment and purchase of IT services,
Level of planned investments.
DataWalk Spółka Akcyjna
ul. Rzeźnicza 32-33
50-130 Wrocław
KRS: 0000405409, NIP: 894 303 43 18, REGON: 021737247
Sąd rejestrowy: Sąd Rejonowy dla Wrocławia- Fabrycznej we Wrocławiu
VI Wydział Gospodarczy KRS Kapitał zakładowy: 513.298,80 zł w całości wpłacony
Page | 45
COMPANY'S AUTHORITIES
The Executive Board
On December 31, 2022 and at the date of approval of this report for publication the composition of the Executive
Board is as follows:
Paweł Wieczyński, Chairman of the Board
Coordinates activities related to operations of the Company, shaping and implementing the sales policy, HR (except
those reserved for other Executive Board Members) and PR/IR.
Krystian Piećko, Member of the Board
Responsible for the preparation and development of the product strategy based on the latest technologies.
Łukasz Socha, Member of the Board
Coordinates activities of the administrative division of the Company, including accounting and financial, legal, tax
and financial reporting.
In the 12-month period ended December 31, 2022, the DataWalk S.A. Executive Board was as follows:
The Executive Board
Period of performing the function
Paweł Wieczyński
01/01/2022 12/31/2022
Krystian Piećko
01/01/2022 12/31/2022
Łukasz Socha
01/01/2022 12/31/2022
Source: Issuer.
The current Executive Board of the Issuer was appointed by the resolutions of the Supervisory Board of June 1,
2021 (except the above-mentioned resolution of December 21, 2021 on appointing Mr. Łukasz Socha to the
Executive Board of the Company) for a joint, 3-year term of office, which began on July 1. As a result of changes
to the Commercial Companies Code, which came into effect on October 13, 2022, the above-mentioned term will
end on the date the General Meeting approves the Company's financial statements for 2024.
Until the date of this report, the composition of the Issuer's Executive Board has not changed.
DataWalk Spółka Akcyjna
ul. Rzeźnicza 32-33
50-130 Wrocław
KRS: 0000405409, NIP: 894 303 43 18, REGON: 021737247
Sąd rejestrowy: Sąd Rejonowy dla Wrocławia- Fabrycznej we Wrocławiu
VI Wydział Gospodarczy KRS Kapitał zakładowy: 513.298,80 zł w całości wpłacony
Page | 46
The Supervisory Board
On December 31, 2022, the composition of the Issuers Supervisory Board was as follows:
Mr. Filip Paszke - Chairman of the Supervisory Board
Mr. Wojciech Dyszy - Vice Chairman of the Supervisory Board,
Mr. Roman Pudełko - Member of the Supervisory Board,
Mr. Grzegorz Dymek - Member of the Supervisory Board,
Mr. Ola Malm - Member of the Supervisory Board.
During the 12-month period ended December 31, 2022, the composition of the Issuers Supervisory Board of the
Company is as follows:
The Supervisory Board
Period of performing the function
Filip Paszke
01/01/2022 12/31/2022
Wojciech Dyszy
01/01/2022 12/31/2022
Roman Pudełko
01/01/2022 12/31/2022
Grzegorz Dymek
01/01/2022 12/31/2022
Rafał Wasilewski*
01/01/2022 06/30/2022
Ola Malm**
07/01/2022 12/31/2022
Source: Issuer.
*On May 30, 2022, the Company's Executive Board received the resignation of Mr. Rafał Wasilewski from his
position as a member of the Company's Supervisory Board, effective June 30, 2022, which was his last day as a
member of the Issuer's Supervisory Board.
**On June 30, 2022, based on Resolution No. 21, the Company's Annual General Meeting appointed, effective July
1, 2022. Mr. Ola Malm to serve as a member of the Supervisory Board for the current joint 3-year term of the
Company's Supervisory Board.
According to a resolution of the Supervisory Board dated July 28, 2022, there was a change in the position of
Chairman of the Company's Supervisory Board. Under the above-mentioned resolution, as of July 29, 2022, this
position was assumed by Mr. Filip Paszke.
The Issuer's current Supervisory Board was appointed for a joint 3-year term, which began on July 1, 2021 (except
to the above-mentioned personnel changes in the composition of the Supervisory Board). As a result of changes to
the Commercial Companies Code, which came into effect on October 13, 2022, the above-mentioned term will end
on the date the General Meeting approves the Company's financial statements for 2024.
Until the date of this report, the composition of the Issuer's Supervisory Board has not changed.
DataWalk Spółka Akcyjna
ul. Rzeźnicza 32-33
50-130 Wrocław
KRS: 0000405409, NIP: 894 303 43 18, REGON: 021737247
Sąd rejestrowy: Sąd Rejonowy dla Wrocławia- Fabrycznej we Wrocławiu
VI Wydział Gospodarczy KRS Kapitał zakładowy: 513.298,80 zł w całości wpłacony
Page | 47
DESCRIPTION OF THE ORGANISATION OF THE DATAWALK CAPITAL GROUP
AND CONSOLIDATED ENTITIES
DataWalk S.A.
Basic information about the Issuer.
Name of the parent entity:
DataWalk S.A.
Country of residence:
Poland
Legal form:
Joint stock company
Law:
Polish law, in accordance with the Code of Commercial
Companies ("CCC")
Register address:
Rzeźnicza 32-33, 50-130 Wrocław
Phone:
+48 71 707 21 74
Fax:
+48 71 707 22 73
E-mail:
biuro@datawalk.com
www:
www.datawalk.com
Tax identification number (NIP):
894-303-43-18
Statistical identification number (REGON):
21737247
Company registration number (KRS):
0000405409
Source: Issuer.
The company operates in the "global vendor of products" model, focusing on the development and sale of enterprise
IT class products, i.e. globally competitive, specialized software for specific applications. The business model
adopted by the Company is characterized by high scalability, translating into potentially high margin. This is possible
due to the low participation of services provided individually for every client, both at the pre-implementation stage
and after implementation (service).
DataWalk S.A. has been established for an indefinite period of time. The company has no branches.
DataWalk Spółka Akcyjna
ul. Rzeźnicza 32-33
50-130 Wrocław
KRS: 0000405409, NIP: 894 303 43 18, REGON: 021737247
Sąd rejestrowy: Sąd Rejonowy dla Wrocławia- Fabrycznej we Wrocławiu
VI Wydział Gospodarczy KRS Kapitał zakładowy: 513.298,80 zł w całości wpłacony
Page | 48
DataWalk Inc.
Basic information about an entity related by capital with the Issuer as at 12/31/2022.
Name of the entity:
DataWalk Inc.
Country of residence:
United States of America
Legal form:
Incorporated
Register address:
1209 Orange Street, Wilmington, Delaware 19801
Address for correspondence:
2000 Broadway Street, STE 232, Redwood City, CA
94063
TIN
81-3403469
Core business:
Activities related to consultancy in the field of computer
science
Relation:
Subsidiary
Consolidation method:
Full
Share in the share capital:
100,00%
Share in the total number of votes at the AGM:
100,00%
E-mail:
info@datawalk.com
www:
www.datawalk.com
Date of taking control:
July 27, 2016
Value of shares:
40 339 thous. PLN
Revaluation adjustments:
-40 339 thous. PLN
Unit balance sheet value of shares
0 thous. PLN
Source: Issuer.
DataWalk Inc. is a company incorporated under US law with a registered office in Wilmington, Delaware, where
the Issuer holds 100,00% share in the share capital and votes at the shareholders' meeting. Pursuant to the DataWalk
Inc. articles of association, the board of directors conducts the affairs of the company and represents the company.
DataWalk Inc.'s role in the Group is to conduct sales and implementation activities related to the DataWalk platform,
particularly in the United States and the rest of the Americas.
DataWalk Inc. has been established for an indefinite period of time. The financial year of DataWalk Inc. is the
calendar year.
Financial data of DataWalk Inc. are fully consolidated and are disclosed in the consolidated financial statements
of the DataWalk Capital Group.
Until the date of approval of this report for publication, the structure of the DataWalk Capital Group has not changed.
DataWalk Spółka Akcyjna
ul. Rzeźnicza 32-33
50-130 Wrocław
KRS: 0000405409, NIP: 894 303 43 18, REGON: 021737247
Sąd rejestrowy: Sąd Rejonowy dla Wrocławia- Fabrycznej we Wrocławiu
VI Wydział Gospodarczy KRS Kapitał zakładowy: 513.298,80 zł w całości wpłacony
Page | 49
Overview of the DataWalk Capital Group
DataWalk organizational structure of the Group as at December 31, 2022 year and in the comparative period:
Source: Issuer.
DataWalk Inc. is consolidated by DataWalk S.A. as part of the consolidated financial statements.
Until the date of this report, there were no changes to the structure of the Capital Group.
Changes in the management rules of the Capital Group and the Company
In the 12-month period ended December 31, 2022 and as at the date of this report, there were no changes regarding
the management rules of the DataWalk Group and DataWalk S.A.
DataWalk S.A.
DataWalk Inc.
(100,00% share in the share capital and votes)
DataWalk Spółka Akcyjna
ul. Rzeźnicza 32-33
50-130 Wrocław
KRS: 0000405409, NIP: 894 303 43 18, REGON: 021737247
Sąd rejestrowy: Sąd Rejonowy dla Wrocławia- Fabrycznej we Wrocławiu
VI Wydział Gospodarczy KRS Kapitał zakładowy: 513.298,80 zł w całości wpłacony
Page | 50
THE SHAREHOLDING STRUCTURE OF THE DATAWALK S.A.
Shareholder structure as at April 13, 2023 (share in the total number of votes)
Source: Issuer.
As at the date of approval of this report for publication, i.e. April 13, 2022, the number of shareholders holding,
directly or through subsidiaries, at least 5.0% of the total number of votes is as follows:
Shareholder
Number of shares
held
Number of votes
at the AGM
Share in the share
capital
Share in the total
number
of votes at the
AGM
FGP Venture sp. z o.o.*
3
1 175 000
1 900 000
22,89%
32,43%
Funds managed by Investors
Towarzystwo Funduszy
Inwestycyjnych S.A.
4
400 000
400 000
7,79%
6,83%
Funds managed by Nationale-
Nederlanden Powszechne
Towarzystwo Emerytalne S.A.
5
304 146
304 146
5,93%
5,19%
Other shareholders
3 253 842
3 253 842
63,39%
55,55%
Total
5 132 988
5 857 988
100,00%
100,00%
Source: Issuer.
* Mr. Paweł Wieczyński holds 198 000 shares of FGP Venture Sp. z o.o., which constitutes 33.33% of share in the share capital and votes at the
shareholders' meeting of FGP Venture Sp. z o.o.
Mr. Krystian Piećko holds 198 000 shares of FGP Venture Sp. z o.o., which constitutes 33.33% of share in the share capital and votes at the
shareholders' meeting of FGP Venture Sp. z o.o.
Mr. Sergiusz Borysławski holds 198 000 shares of FGP Venture Sp. z o.o., which constitutes 33.33% of share in the share capital and votes at
the shareholders' meeting of FGP Venture Sp. z o.o.
3
According to the current report no. 39/2022 of September 2, 2022.
4
According to the current report no. 16/2015 of September 16, 2015.
5
According to the current report no. 39/2020 of November 2, 2020.
FGP Venture sp. z o.o.
32,43%
Funds managed by Investors
Towarzystwo Funduszy
Inwestycyjnych S.A.
6,83%
Funds managed by
Nationale-Nederlanden Powszechne Towarzystwo Emerytalne S.A.
5,19%
Other shareholders
55,55%
DataWalk Spółka Akcyjna
ul. Rzeźnicza 32-33
50-130 Wrocław
KRS: 0000405409, NIP: 894 303 43 18, REGON: 021737247
Sąd rejestrowy: Sąd Rejonowy dla Wrocławia- Fabrycznej we Wrocławiu
VI Wydział Gospodarczy KRS Kapitał zakładowy: 513.298,80 zł w całości wpłacony
Page | 51
Shareholder structure as at November 22, 2022 (share in the total number of votes)
Source: Issuer.
As at November 22, 2022, i.e. as at the date of publication of the previous periodic report, the number of shareholders
holding, directly or through subsidiaries, at least 5.0% of the total number of votes was as follows:
Shareholder
Number of shares
held
Number of votes
at the AGM
Share in the share
capital
Share in the total
number
of votes at the
AGM
FGP Venture sp. z o.o.*
6
1 175 000
1 900 000
22,89%
32,43%
Funds managed by Investors
Towarzystwo Funduszy
Inwestycyjnych S.A.
7
400 000
400 000
7,79%
6,83%
Funds managed by Nationale-
Nederlanden Powszechne
Towarzystwo Emerytalne S.A.
8
304 146
304 146
5,93%
5,19%
Other shareholders
3 253 842
3 253 842
63,39%
55,55%
Total
5 132 988
5 857 988
100,00%
100,00%
Source: Issuer.
* Mr. Paweł Wieczyński holds 198 000 shares of FGP Venture Sp. z o.o., which constitutes 33.33% of share in the share capital and votes at the
shareholders' meeting of FGP Venture Sp. z o.o.
Mr. Krystian Piećko holds 198 000 shares of FGP Venture Sp. z o.o., which constitutes 33.33% of share in the share capital and votes at the
shareholders' meeting of FGP Venture Sp. z o.o.
Mr. Sergiusz Borysławski holds 198 000 shares of FGP Venture Sp. z o.o., which constitutes 33.33% of share in the share capital and votes at
the shareholders' meeting of FGP Venture Sp. z o.o.
6
According to the current report no. 39/2022 of September 2, 2022.
7
According to the current report no. 16/2015 of September 16, 2015.
8
According to the current report no. 39/2020 of November 2, 2020.
FGP Venture sp. z o.o.
32,43%
Funds managed by Investors
Towarzystwo Funduszy
Inwestycyjnych S.A.
6,83%
Funds managed by
Nationale-Nederlanden Powszechne Towarzystwo Emerytalne S.A.
5,19%
Other shareholders
55,55%
DataWalk Spółka Akcyjna
ul. Rzeźnicza 32-33
50-130 Wrocław
KRS: 0000405409, NIP: 894 303 43 18, REGON: 021737247
Sąd rejestrowy: Sąd Rejonowy dla Wrocławia- Fabrycznej we Wrocławiu
VI Wydział Gospodarczy KRS Kapitał zakładowy: 513.298,80 zł w całości wpłacony
Page | 52
STRUCTURE OF SHAREHOLDINGS IN DATAWALK S.A. OR RIGHTS ATTACHED
TO SHARES, HELD BY MEMBERS OF THE ISSUER’S EXECUTIVE AND
SUPERVISORY BOARDS
Ownership of the shares DataWalk SA by managers and supervisors at the date of approval of this report for
publication, i.e. as at April 13, 2022.
Shareholder
Position
Number of shares
Nominal value of shares
(in PLN)
Paweł Wieczyński*
President of the Executive Board
57 251
5 725,10
Krystian Piećko*
Member of the Executive Board
56 671
5 667,10
Łukasz Socha
Member of the Executive Board
525
52,50
Filip Paszke
Chairman of the Supervisory Board
0
0
Wojciech Dyszy
Vice-chairman of the Supervisory Board
1 000
100,00
Roman Pudełko
Member of the Supervisory Board
15 918
1 591,80
Grzegorz Dymek
Member of the Supervisory Board
0
0
Ola Malm
Member of the Supervisory Board
0
0
Source: Issuer.
* Two members of the Executive Board of the Company are also shareholders and members of the Executive Board of FGP Venture Sp. z o.o.,
whose share in the Issuer's shareholding structure has been presented in the section "Shareholder structure as at April 13, 2023" and
"Shareholder structure as at November 22, 2022".
The table below presents ownership of shares DataWalk SA by managers and supervisors at November 22, 2022.
Shareholder
Position
Number of shares
Nominal value of shares
(in PLN)
Paweł Wieczyński*
President of the Executive Board
57 251
5 725,10
Krystian Piećko*
Member of the Executive Board
56 671
5 667,10
Łukasz Socha
Member of the Executive Board
525
52,50
Filip Paszke
Chairman of the Supervisory Board
0
0
Wojciech Dyszy
Vice-chairman of the Supervisory Board
1 000
100,00
Roman Pudełko
Member of the Supervisory Board
15 918
1 591,80
Grzegorz Dymek
Member of the Supervisory Board
0
0
Ola Malm
Member of the Supervisory Board
0
0
Source: Issuer.
* Two members of the Executive Board of the Company are also shareholders and members of the Executive Board of FGP Venture Sp. z o.o.,
whose share in the Issuer's shareholding structure has been presented in the section "Shareholder structure as at September 14, 2022".
Own shares
The Company has no own shares.
DataWalk Słka Akcyjna
ul. Rzeźnicza 32-33
50-130 Wrocław
KRS: 0000405409, NIP: 894 303 43 18, REGON: 021737247
Sąd rejestrowy: d Rejonowy dla Wrocławia- Fabrycznej we Wroawiu
VI Wydział Gospodarczy KRS Kapit zakładowy: 513.298,80 zł w całości wpłacony
Page | 53
DATAWALK S.A.
STANDALONE ANNUAL FINANCIAL
STATEMENTS
for the year ended 31
st
December 2022
DataWalk Spółka Akcyjna
ul. Rzeźnicza 32-33
50-130 Wrocław
KRS: 0000405409, NIP: 894 303 43 18, REGON: 021737247
Sąd rejestrowy: Sąd Rejonowy dla Wrocławia- Fabrycznej we Wrocławiu
VI Wydział Gospodarczy KRS Kapitał zakładowy: 513.298,80 zł w całości wpłacony
Page | 54
STANDALONE FINANC IAL STA TEMEN T
Standalone Statement of Financial Position (in thousands of PLN)
ASSETS
12/31/2022
12/31/2021
A.
Non-current assets
22 186
21 172
I.
Fixed assets
455
407
II.
Goodwill
0
390
III.
Intangible assets
19 530
15 496
IV.
Right-of-use assets
1 075
698
V.
Investments in subsidiaries
0
0
VI.
Long-term receivables
152
0
VII.
Deferred tax assets
260
617
VIII.
Long-term prepayments
715
3 565
B.
Current assets
64 053
56 851
I.
Contract assets
641
309
II.
Trade receivables
8 510
5 590
III.
Income tax receivables
0
0
IV.
Other receivables
1 472
2 498
V.
Financial assets
0
0
VI.
Prepayments
1 156
800
VII.
Cash and cash equivalents
52 274
47 655
TOTAL ASSETS
86 239
78 023
EQUITY AND LIABILITIES
12/31/2022
12/31/2021
A.
Equity
75 483
70 440
I.
Share capital
513
489
II.
Share premium
171 968
133 859
III.
Other capitals
9 965
9 965
IV.
Profit loss from previous years
-76 644
-65 746
V.
Net profit (loss) for the current year
-61 972
-10 897
VI.
Reserve capital
31 653
2 771
B.
Long-term liabilities
712
67
I.
Deferred tax liabilities
0
0
II.
Lease liabilities
557
67
III.
Incentive program liabilities
155
0
C.
Short-term liabilities
10 044
7 516
I.
Trade liabilities
4 223
1 914
II.
Income tax liabilities
0
0
III.
Lease liabilities
547
644
IV.
Other liabilities
697
746
V.
Other provisions
1 663
1 025
VI.
Contract liabilities
2 914
3 187
TOTAL EQUITY AND LIABILITIES
86 239
78 023
DataWalk Spółka Akcyjna
ul. Rzeźnicza 32-33
50-130 Wrocław
KRS: 0000405409, NIP: 894 303 43 18, REGON: 021737247
Sąd rejestrowy: Sąd Rejonowy dla Wrocławia- Fabrycznej we Wrocławiu
VI Wydział Gospodarczy KRS Kapitał zakładowy: 513.298,80 zł w całości wpłacony
Page | 55
NET ASSET VALUE PER SHARE
12/31/2022
12/31/2021
Net asset value
75 483
70 440
Number of shares (pcs.)
5 132 988
4 886 048
Net asset value per share (in PLN)
14,71
14,42
Diluted number of shares (pcs.)
5 365 406
4 975 047
Diluted net asset value per share (in PLN)
14,07
14,16
The net asset value per share was calculated in relation to the number of the Company's shares at the balance sheet
date.
The diluted number of shares in the Company on December 31, 2022 amounted to 5,365,406, including 232,418
shares under the incentive program.
The diluted number of shares in the Company on December 31, 2021 amounted to 4,975,047, including 88,999
shares under the incentive program.
DataWalk Spółka Akcyjna
ul. Rzeźnicza 32-33
50-130 Wrocław
KRS: 0000405409, NIP: 894 303 43 18, REGON: 021737247
Sąd rejestrowy: Sąd Rejonowy dla Wrocławia- Fabrycznej we Wrocławiu
VI Wydział Gospodarczy KRS Kapitał zakładowy: 513.298,80 zł w całości wpłacony
Page | 56
Standalone Profit and Loss Account with The Statement of Comprehensive
Income (in thousands of PLN)
PROFIT AND LOSS ACCOUNT
01/01/2022
12/31/2022
01/01/2021
12/31/2021
Continuing operations
A.
Revenues
24 161
23 076
B.
Operating costs
62 591
19 658
Materials and energy
605
182
Employee benefits
5 656
5 088
Employee benefits - Share-based Payment
29 037
0
Amortization and depreciation
3 058
2 562
External services
23 396
11 499
Other costs
838
327
C.
Profit/Loss on sales
-38 430
3 418
Other operating income
373
470
Other operating costs
5 249
2
Loss (profit) from expected credit losses
288
188
D.
Operating profit (loss)
-43 594
3 698
Financial income
1 439
348
Financial costs
16 967
18 509
E.
Pre-tax profit (loss)
-59 122
-14 462
Income tax
2 850
- 3 565
F.
Net profit (loss) from continuing operations
-61 972
-10 897
Discontinued operations
Profit (loss) from discontinued operations
0
0
G.
Net profit (loss)
-61 972
-10 897
STATEMENT OF COMPREHENSIVE INCOME
01/01/2022
12/31/2022
01/01/2021
12/31/2021
Net profit (loss)
-61 972
-10 897
Other comprehensive income
0
0
1.
Items that will not be reclassified to profit or loss
0
0
2.
Items that will be reclassified to profit or loss
0
0
a) Exchange differences in translating foreign operations
0
0
Total comprehensive income
-61 972
-10 897
DataWalk Spółka Akcyjna
ul. Rzeźnicza 32-33
50-130 Wrocław
KRS: 0000405409, NIP: 894 303 43 18, REGON: 021737247
Sąd rejestrowy: Sąd Rejonowy dla Wrocławia- Fabrycznej we Wrocławiu
VI Wydział Gospodarczy KRS Kapitał zakładowy: 513.298,80 zł w całości wpłacony
Page | 57
PROFIT (LOSS) PER SHARE ATTRIBUTABLE TO:
01/01/2022
12/31/2022
01/01/2021
12/31/2021
Continuing operations
Number of shares (pcs.)
4 969 263
4 886 048
Profit (loss) per share (in PLN)
-12,47
-2,23
Diluted number of shares (pcs.)
5 094 412
4 975 047
Diluted profit (loss) per share (in PLN)
-12,16
-2,19
Discontinued operations
Number of shares (pcs.)
4 969 263
4 886 048
Profit (loss) per share (in PLN)
0
0,00
Diluted number of shares (pcs.)
5 094 412
4 975 047
Diluted profit (loss) per share (in PLN)
0
0,00
Continuing and discontinued operations
Number of shares (pcs.)
4 969 263
4 886 048
Profit (loss) per share (in PLN)
-12,47
-2,23
Diluted number of shares (pcs.)
5 094 412
4 975 047
Diluted profit (loss) per share (in PLN)
-12,16
-2,19
The value of net profit (loss) per share was calculated in relation to the weighted average number of DataWalk S.A.
shares for the period. The number of shares calculated this way for 2022 was 4,969,263; for 2021, it was 4,886,048.
The weighted average diluted number of shares of the Company in 2022 amounted to 5,094,412, including 125,148
shares under the incentive program.
The weighted average diluted number of shares of the Company in 2021 amounted to 4,975,047, including 88,999
shares under the incentive program.
DataWalk Spółka Akcyjna
ul. Rzeźnicza 32-33
50-130 Wrocław
KRS: 0000405409, NIP: 894 303 43 18, REGON: 021737247
Sąd rejestrowy: Sąd Rejonowy dla Wrocławia- Fabrycznej we Wrocławiu
VI Wydział Gospodarczy KRS Kapitał zakładowy: 513.298,80 zł w całości wpłacony
Page | 58
Standalone Statement of Changes in Equity (in thousands of PLN)
STATEMENT OF CHANGES IN
EQUITY
Share capital
Share
premium
Other capitals
Reserve capital
Profit (loss)
from previous
years
Net profit
(loss) for the
current period
Total equity
Balance as at 01/01/2022
489
133 859
9 965
2 771
-65 746
-10 897
70 440
Equity increase (decrease)
25
38 109
0
28 882
-10 897
-51 075
5 044
Total comprehensive income
0
0
0
0
0
-61 972
-61 972
Net profit (loss)
0
0
0
0
0
-61 972
-61 972
Share capital increase
25
38 109
0
0
0
0
38 134
Distribution of profit (loss) for previous
year
0
0
0
0
-10 897
10 897
0
Changes in equity resulting from IFRS 2
0
0
0
28 882
0
0
28 882
Balance as at 12/31/2022
513
171 968
9 965
31 653
-76 644
-61 972
75 483
STATEMENT OF CHANGES IN
EQUITY
Share capital
Share
premium
Other capitals
Reserve capital
Profit (loss)
from previous
years
Net profit
(loss) for the
current period
Total equity
Balance as at 01/01/2021
489
133 859
9 965
2 771
-61 325
-4 421
81 337
Equity increase (decrease)
0
0
0
0
-4 421
-6 476
-10 897
Total comprehensive income
0
0
0
0
0
-10 897
-10 897
Net profit (loss)
0
0
0
0
0
-10 897
-10 897
Share capital increase
0
0
0
0
0
0
0
Distribution of profit (loss) for previous
year
0
0
0
0
-4 421
4 421
0
Changes in equity resulting from IFRS 2
0
0
0
0
0
0
0
Balance as at 12/31/2021
489
133 859
9 965
2 771
-65 746
-10 897
70 440
DataWalk Spółka Akcyjna
ul. Rzeźnicza 32-33
50-130 Wrocław
KRS: 0000405409, NIP: 894 303 43 18, REGON: 021737247
Sąd rejestrowy: Sąd Rejonowy dla Wrocławia- Fabrycznej we Wrocławiu
VI Wydział Gospodarczy KRS Kapitał zakładowy: 513.298,80 zł w całości wpłacony
Page | 59
Standalone Cash Flow Statement (in thousands of PLN)
CASH FLOW STATEMENT
01/01/2022
12/31/2022
01/01/2021
12/31/2021
Cash flows from operating activities
Net profit (loss)
-61 972
-10 897
Adjustments, including:
47 026
7 331
- amortization and depreciation
3 058
2 562
- foreign exchange gains (losses)
0
-19
- interest expenses
47
34
- income from interest and dividends
-292
-2
- profit (loss) on investing activities
4
3
- impairment allowance for investments in subsidiaries
16 920
18 699
- impairment of intangible assets
5 205
0
- share-based payment (equity-settled)
28 882
0
- share-based payment (cash-settled)
155
0
- income tax of current period
0
0
- income tax paid
0
0
- change in receivables
-12 497
-9 434
- change in provisions
638
-185
- change in liabilities other than incentive program
2 260
625
- change in prepayments
2 851
-4 783
- change in contract assets and contract liabilities
-605
-97
- other adjustments
399
-71
Net cash generated (used) in operating activities
-14 945
-3 566
Cash flows from investing activities
Purchase of intangible assets
11 478
7 962
Purchase of property, plant and equipment
232
267
Proceeds from sale of property, plant and equipment
0
0
Purchase of subsidiaries shares, net of cash
6 470
11 618
Outflows from bank deposits (over 3 months)
30 090
25 000
Inflow from bank deposits (over 3 months)
30 090
25 000
Proceeds from governmental subsidies
32
71
Interest received
292
2
Net cash generated (used) in investing activities
-17 856
-19 774
Cash flows from financing activities
Proceeds from issue of share capital
38 134
0
Payment of finance lease liabilities
667
615
Interest paid
47
34
Net cash generated (used) in financing activities
37 420
-649
Total net cash flows
4 619
-23 988
Opening balance of cash
47 655
71 625
Change in cash due to foreign currency translation
0
19
Change in cash balance, net
4 619
-23 970
Closing balance of cash
52 274
47 655
DataWalk Spółka Akcyjna
ul. Rzeźnicza 32-33
50-130 Wrocław
KRS: 0000405409, NIP: 894 303 43 18, REGON: 021737247
Sąd rejestrowy: Sąd Rejonowy dla Wrocławia- Fabrycznej we Wrocławiu
VI Wydział Gospodarczy KRS Kapitał zakładowy: 513.298,80 zł w całości wpłacony
Page | 60
CHANGES IN ACCOUNTING POLICIES USED
The accounting policies used to prepare the annual financial statements are consistent with those used to prepare the
Company's annual financial statements for the year ended December 31, 2021, except for the change described
below.
Beginning 01/01/2022, the Company recognizes as fixed assets single, serviceable items meeting the criteria for
fixed assets in IAS 16 assets if the purchase price (cost) is at least PLN 10,000. Fixed assets below this value are
depreciated or written off on a one-time basis in the month of acquisition if, due to the nature of the Company's
business, they do not constitute a significant asset in their mass.
………………………………………
………………………………………
………………………………………
Paweł Wieczyński
Krystian Piećko
Łukasz Socha
Chairman of the Board
Member of the Board
Member of the Board
Wroclaw, April 13, 2022
DataWalk S.A.
Rzeznicza 32-33
50-130 Wroclaw
tel.: +48 71 707 21 74
fax: +48 71 707 22 73
e-mail: biuro@datawalk.com
Investor Relations
investors@datawalk.com