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
Strona | 1
April 2024
DATAWALK CAPITAL GROUP
SUMMARY OF THE CONDENSED
ANNUAL FINANCIAL STATEMENTS
for the year ended 31
st
December 2023
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
THE EXECUTIVE BOARD`S LETTER
Dear Investors,
Summarizing the year 2023, which was a period full of challenges, I would like to share with you the progress
of our company and the strategic decisions that paint a promising horizon for the coming months and years. The past
months have confirmed the correctness of our diagnosis of challenges from previous years. The improvements made
in key areas, such as marketing positioning, Field Engineering, and pricing policy, are beginning to systematically
yield the expected results. Below, I present in detail the achievements and strategic changes for our Company.
1. Progress in Go-to-Market: as part of the Go-to-Market strategy, the Field Engineering team, as well as the pre-
sales and implementation processes, have undergone a deep transformation. The aim of these changes was not
only to increase the quality of the solutions offered but also to accelerate their deployment, which directly
shortens the so-called time to value for our clients. The past six months have brought us many tangible results,
confirming a significant improvement in key indicators in this area.
2. Acquiring new customers: despite the need to temporarily suspend and restart our sales process in order to
optimize internal processes, we have acquired new customers. Importantly, we managed to do this at a time
when our processes were not yet operating optimally, being in the process of improvement. This ability to
attract new customers, despite process imperfections, demonstrates the exceptional competitive advantage of
our solution in the target market.
3. Customer retention: despite the challenges in acquiring new contracts, it's worth noting that as much as 78%
of our revenue in 2023 was generated by clients acquired in previous years. The enduring loyalty of our
customer base confirms the value our solution provides. This also highlights the strength and stability of our
business model.
4. Business restructuring and cost management: in response to the challenges encountered, we conducted a
comprehensive restructuring of our business, focusing on reducing costs, towards preparing for self-financing
our operations. Although this strategy is not the preferred solution for ensuring long-term development, it has
allowed us to maintain operational stability. Thanks to this strategic decision, we can now navigate the market
with greater control and certainty, effectively responding to changing conditions.
5. Effective price management: recognizing that our offering delivers significant value to customers at
considerably lower costs than alternative solutions (Palantir), we adjusted our pricing strategy, raising prices
by 40% since January 2024. Concurrently, we focused on larger projects, where today already over two-thirds
of the value of the qualified part of the sales funnel are potential contracts worth at least 1 million dollars. This
strategic change has doubled the average size of our potential projects over the last year.
6. Balancing revenue from the government and commercial sectors: we achieved a balance in our portfolio of
potential contracts through diversification of interest sources, which resulted in about half of our revenues
coming from the commercial sector in 2023, with leading financial institutions dominating among potential
contracts in the commercial sector.
7. Product recognition and brand awareness increase: the DataWalk platform is gaining recognition for its
innovation and the immense value it brings to customers. DataWalk has been highlighted by Gartner in four
Hype Cycle reports as a promising technology that can enter the mainstream within the next five years. Positive
reviews from our customers on the Gartner Peer Insights platform and the awards received underline the value
of our technology.
8. Synergy with the AI revolution: the rapid development of the market and breakthroughs in the field of artificial
intelligence open up new, extraordinary opportunities for our technology. Combining advanced AI features
with our graph solutions, including ready-to-use tools, creates immense value. Thanks to this synergy, we are
at the forefront of transformation in the era of artificial intelligence and are ready to leverage its full potential.
As we look ahead, I'm filled with optimism about the path forward. The strategic adjustments we've made and
the progress we've achieved are laying the foundation for sustained growth and success. Our unwavering focus on
innovation, market responsiveness, and operational excellence will continue to drive us forward.
Thank you for your continued support and belief in our vision. Together, we are poised to seize the immense
opportunities that lie ahead, shaping a future marked by growth, innovation, and success.
Warm regards,
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
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 qualification of a potential customer as a qualified commercial project only takes place if the customer confirms,
among other things, that it is ready to buy, that it has an approved budget at its disposal, that it has set up a project
team on its side responsible for the implementation of the purchasing process from the business and technical (IT)
side. In line with the commercial process stages outlined above, this stage constitutes the fourth phase. In the sales
funnel methodology, from phase 4 until phase 7, the finalisation of the contract, we talk about qualified sales projects
(SQL). In the chart below, we show the evolution of SQL over recent periods, which allows us to understand the
trends and opportunities for conversion from sales funnel to actual sales in the coming quarters.
The values presented below do not include projects that have left the sales funnel due to the conversion of projects
into sales (conclusion of a contract, receipt of an acceptance protocol, recognition of all or a predominant part in
revenue).
Source: Issuer.
$21,92
$23,72
$25,76
$24,50
$27,00
$37,00
$40,14
$40,24
$43,34
$48,31
$0
$10
$20
$30
$40
$50
$60
Q4.21 Q1.22 Q2.22 Q3.22 Q4.22 Q1.23 Q2.23 Q3.23 Q4 2023 Current
Sales prospects - Qualified+
[mln USD]
North and South America Rest of the World Total
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
The sales cycle in our sector, from the moment a sales project is considered qualified (phase 4, i.e. entry into SQL)
to the moment a contract is signed, lasts on average from 12 months for medium-sized commercial clients to 24
months for government or large commercial clients. Of course, there are significantly shorter and longer commercial
cycles.
Given the market position of the DataWalk Group, as well as the relatively early stage of adoption of the technology
on which the DataWalk platform is based, it is essential to understand that only a proportion of sales projects will
convert to contracts acquired by the Group.
However, over the coming quarters, as we strengthen DataWalk's market position and transition the technology
underlying our product, we anticipate an improvement in the efficiency of the sales process during subsequent
adaptation phases. Therefore, we would like to emphasize that the data presented in this methodology, due to
significant uncertainty, should not be interpreted as a forecast of the future financial results of the DataWalk Group,
as they do not constitute a guarantee or assurance that the contract values indicated in the sales funnel will convert
to the contract in the future.
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
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
2023 ......................................................................................................................................................................... 18
BASIS FOR THE PREPARATION OF THE FINANCIAL STATEMENTS - INCLUDING A DESCRIPTION OF
CIRCUMSTANCES INDICATING A GOING CONCERN THREAT .................................................................. 26
DATAWALK GROUP'S CASH-SETTLED INCENTIVE PROGRAM ................................................................. 28
DATAWALK GROUP'S EQUITY-SETTLED INCENTIVE PROGRAM ............................................................. 33
IMPAIRMENT TESTS ............................................................................................................................................ 39
SIGNIFICANT EVENTS AFTER THE BALANCE SHEET DATE AFFECTING THE GROUP'S OPERATIONS
................................................................................................................................................................................. 42
SIGNIFICANT EVENTS AFFECTING THE GROUP'S OPERATIONS AFTER DECEMBER 31, 2023 ............ 42
FACTORS EXPECTED TO AFFECT FURTHER GROUP’S DEVELOPMENT .................................................. 42
COMPANY'S AUTHORITIES ................................................................................................................................ 43
The Executive Board ............................................................................................................................................ 43
The Supervisory Board ........................................................................................................................................ 44
DESCRIPTION OF THE ORGANISATION OF THE DATAWALK CAPITAL GROUP AND CONSOLIDATED
ENTITIES ................................................................................................................................................................ 45
DataWalk S.A. ..................................................................................................................................................... 45
DataWalk Inc. ...................................................................................................................................................... 46
Overview of the DataWalk Capital Group ........................................................................................................... 47
Changes in the management rules of the Capital Group and the Company ......................................................... 47
THE SHAREHOLDING STRUCTURE OF THE DATAWALK S.A. .................................................................... 48
Shareholder structure as at April 10, 2024 (share in the total number of votes) .................................................. 48
Shareholder structure as at November 15, 2023 (share in the total number of votes) .......................................... 49
STRUCTURE OF SHAREHOLDINGS IN DATAWALK S.A. OR RIGHTS ATTACHED TO SHARES, HELD BY
MEMBERS OF THE ISSUER’S EXECUTIVE AND SUPERVISORY BOARDS ................................................ 50
STANDALONE FINANCIAL STATEMENT ........................................................................................................ 52
Standalone Statement of Financial Position (in thousands of PLN) .................................................................... 52
Standalone Profit and Loss Account with The Statement of Comprehensive Income (in thousands of PLN) ..... 54
Standalone Statement of Changes in Equity (in thousands of PLN) .................................................................... 56
Standalone Cash Flow Statement (in thousands of PLN) .................................................................................... 57
CHANGES IN ACCOUNTING POLICIES USED ................................................................................................. 58
CHANGES IN PRESENTATION ........................................................................................................................... 58
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
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 01/01/2023
to 12/31/2023
from 01/01/2022
to 12/31/2022
from 01/01/2023
to 12/31/2023
from 01/01/2022
to 12/31/2022
in thousands of PLN
in thousands of PLN
in thousands of EUR
in thousands of EUR
Revenues from sales
25 764
33 350
5 689
7 114
Profit/Loss on sales
-12 079
-124 080
-2 667
-26 466
Operating profit (loss)
-20 164
-129 493
-4 453
-27 621
Pre-tax profit (loss)
-19 140
-128 237
-4 227
-27 353
Net profit (loss)
-28 149
-116 744
-6 216
-24 901
Total comprehensive income
-28 910
-116 078
-6 384
-24 759
The weighted average number of ordinary shares (pcs.)
5 132 988
4 969 263
5 132 988
4 969 263
Profit (loss) per share (in PLN/EUR)
-5,48
-23,49
-1,21
-5,01
Net cash generated (used) in operating activities
-34 023
-20 110
-7 513
-4 289
Net cash generated (used) in investing activities
-10 673
-11 386
-2 357
-2 429
Net cash (used) in financing activities
-798
37 445
-176
7 987
Total net cash flows
-45 494
5 949
-10 046
1 269
SELECTED FINANCIAL DATA
12/31/2023
12/31/2022
12/31/2023
12/31/2022
in thousands of PLN
in thousands of PLN
in thousands of EUR
in thousands of EUR
Total assets/equity and liabilities
52 255
110 575
12 018
23 577
Non-current assets
26 326
37 501
6 055
7 996
Current assets
25 929
73 074
5 964
15 581
Equity
12 412
29 399
2 855
6 268
Total liabilities
39 843
81 176
9 163
17 309
Long-term liabilities
626
1 276
144
272
Short-term liabilities
39 217
79 900
9 020
17 037
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
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 01/01/2023
to 12/31/2023
from 01/01/2022
to 12/31/2022
from 01/01/2023
to 12/31/2023
from 01/01/2022
to 12/31/2022
in thousands of PLN
in thousands of PLN
in thousands of EUR
in thousands of EUR
Revenues from sales
19 281
24 161
4 258
5 153
Profit/Loss on sales
-31 993
-38 430
-7 065
-8 197
Operating profit (loss)
-39 741
-43 594
-8 776
-9 299
Pre-tax profit (loss)
-55 481
-59 122
-12 252
-12 611
Net profit (loss)
-56 196
-61 972
-12 410
-13 219
Total comprehensive income
-56 196
-61 972
-12 410
-13 219
The weighted average number of ordinary shares (pcs.)
5 132 988
4 969 263
5 132 988
4 969 263
Profit (loss) per share (in PLN/EUR)
-10,95
-12,47
-2,42
-2,66
Net cash generated (used) in operating activities
-20 108
-14 945
-4 440
-3 188
Net cash generated (used) in investing activities
-21 143
-17 856
-4 669
-3 809
Net cash (used) in financing activities
-682
37 420
-151
7 982
Total net cash flows
-41 934
4 619
-9 260
985
SELECTED FINANCIAL DATA
12/31/2023
12/31/2022
12/31/2023
12/31/2022
in thousands of PLN
in thousands of PLN
in thousands of EUR
in thousands of EUR
Total assets/equity and liabilities
41 524
86 239
9 550
18 388
Non-current assets
20 267
22 186
4 661
4 731
Current assets
21 258
64 053
4 889
13 658
Equity
31 210
75 483
7 178
16 095
Total liabilities
10 314
10 756
2 372
2 293
Long-term liabilities
33
557
7
119
Short-term liabilities
10 282
10 199
2 365
2 175
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
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
12/31/2023
12/31/2022
1 EUR
4,3480
4,6899
• 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 01/01/2023
from 01/01/2022
to 12/31/2023
to 12/31/2022
1 EUR
4,5284
4,6883
DATAWALK CAPITAL GROUP
SUMMARY OF THE CONSOLIDATED
ANNUAL FINANCIAL STATEMENTS
for the year ended 31
st
December 2023
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
CONSOLIDATED FINANCIAL STATEMENT
Consolidated Statement of Financial Position (in thousands of PLN)
ASSETS
12/31/2023
12/31/2022
A.
Non-current assets
26 326
37 501
I.
Fixed assets
287
486
II.
Goodwill
0
0
III.
Intangible assets
19 111
19 530
IV.
Right-of-use assets
572
1 075
V.
Long-term receivables
152
152
VI.
Long-term prepayments
154
1 199
VII.
Deferred tax assets
6 050
15 059
B.
Current assets
25 929
73 074
I.
Contract assets
496
927
II.
Trade receivables
9 603
9 654
III.
Receivables from income tax
5
104
IV.
Other receivables
1 766
1 476
V.
Financial assets
94
0
VI.
Prepayments
1 755
3 315
VII.
Cash and cash equivalents
12 210
57 598
TOTAL ASSETS
52 255
110 575
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
EQUITY AND LIABILITIES
12/31/2023
12/31/2022
A.
Equity
12 412
29 399
Equity attributable to shareholders of the parent
company
12 412
29 399
I.
Share capital
513
513
II.
Share premium
171 968
171 968
III.
Other capitals
9 965
9 965
IV.
Profit (loss) from previous years
-185 714
-68 970
V.
Reserve capital
43 576
31 653
VI.
Net profit (loss) for the current year
-28 149
-116 744
VII.
Foreign exchange translation differences
253
1 014
Non-controlling interests
0
0
B.
Long-term liabilities
626
1 276
I.
Deferred tax liabilities
0
0
II.
Lease liabilities
33
557
III.
Bank loans and borrowings
593
719
IV.
Incentive program liabilities
0
0
C.
Short-term liabilities
39 217
79 900
I.
Trade liabilities
2 808
4 559
II.
Income tax liabilities
0
0
III.
Lease liabilities
604
547
IV.
Bank loans and borrowings
35
0
V.
Incentive program liabilities
29 559
68 457
VI.
Other liabilities
657
702
VII.
Other provisions
1 433
1 925
VIII.
Contract liabilities
4 121
3 710
TOTAL EQUITY AND LIABILITIES
52 255
110 575
NET ASSET VALUE PER SHARE
12/31/2023
12/31/2022
Net asset value
12 412
29 399
A number of shares (pcs.)
5 132 988
5 132 988
Net asset value per share (in PLN)
2,42
5,73
A diluted number of shares (pcs.)
5 480 989
5 365 406
Diluted net asset value per share (in PLN)
2,26
5,48
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, 2023 amounted to 5 480 989, including 348 001
shares under the incentive program.
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.
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
Consolidated Profit and Loss Account with The Statement of Comprehensive
Income (in thousands of PLN)
PROFIT AND LOSS ACCOUNT
01/01/2023-12/31/2023
01/01/2022-12/31/2022
Continuing operations
A.
Revenues
25 764
33 350
B.
Operating costs
37 844
157 430
Materials and Energy
207
605
Employee benefits
27 725
27 136
Employee benefits - Share-based Payment
-26 974
97 338
Amortization and depreciation
4 586
3 098
External services
30 098
26 915
Other costs
2 202
2 338
C.
Profit/Loss on sales
-12 080
-124 080
Other operating income
838
374
Other operating costs
9 273
5 249
Loss (profit) from expected credit losses
-352
538
D.
Operating profit (loss)
-20 163
-129 493
Financial income
1 242
1 329
Financial costs
219
73
E.
Pre-tax profit (loss)
-19 140
-128 237
Income tax
9 009
-11 493
F.
Net profit (loss) from continuing operations
-28 149
-116 744
Discontinued operations
Net profit (loss) from discontinued operations
0
0
G.
Net profit (loss)
-28 149
- 116 744
NET PROFIT (LOSS) ATTRIBUTABLE TO:
01/01/2023-12/31/2023
01/01/2022-12/31/2022
- shareholders of the parent company
-28 149
-116 744
- non-controlling interests
0
0
STATEMENT OF COMPREHENSIVE INCOME
01/01/2023-12/31/2023
01/01/2022-12/31/2022
Net profit (loss)
-28 149
-116 744
Other comprehensive income
-761
666
1. Items that will not be reclassified to profit or loss
0
0
2. Items that will be reclassified to profit or loss:
-761
666
a) Exchange differences in translating foreign operations
-761
666
Total comprehensive income
-28 910
-116 078
TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE
TO:
01/01/2023-31/12/2023
01/01/2022-31/12/2022
- shareholders of the parent company
-28 910
-116 078
- 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
PROFIT (LOSS) PER SHARE ATTRIBUTABLE TO:
01/01/2023-31/12/2023
01/01/2022-31/12/2022
Continuing operations
A number of shares (pcs.)
5 132 988
4 969 263
Profit (loss) per share (in PLN)
-5,48
-23,49
A diluted number of shares (pcs.)
5 439 862
5 094 412
Diluted profit (loss) per share (in PLN)
-5,17
-22,92
Discontinued operations
A number of shares (pcs.)
5 132 988
4 969 263
Profit (loss) per share (in PLN)
0
0,00
A diluted number of shares (pcs.)
5 439 862
5 094 412
Diluted profit (loss) per share (in PLN)
0
0,00
Continuing and discontinued operations
A number of shares (pcs.)
5 132 988
4 969 263
Profit (loss) per share (in PLN)
-5,48
-23,49
A diluted number of shares (pcs.)
5 439 862
5 094 412
Diluted profit (loss) per share (in PLN)
-5,17
-22,92
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 weighted average number of DataWalk S.A. shares in 2023 was 5 132 988, while in 2022,
it was 4 969 263.
The weighted average diluted number of shares of the Company in 2023 amounted to 5 439 862, including 306 874
shares under the incentive program.
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.
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
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 01/01/23
513
171 968
9 965
1 014
31 653
-68 970
-116 744
29 399
0
29 399
Equity increase (decrease)
0
0
0
-761
11 923
-116 744
88 595
-16 987
0
-16 987
Total comprehensive income
0
0
0
-761
0
0
-28 149
-28 910
0
-28 910
Net profit (loss)
0
0
0
0
0
0
-28 149
-28 149
0
-28 149
Exchange differences in
translating foreign operations
0
0
0
-761
0
0
0
-761
0
-761
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
-116 744
116 744
0
0
0
Changes in equity resulting from
IFRS 2
0
0
0
0
11 923
0
0
11 923
0
11 923
Balance as at 12/31/2023
513
171 968
9 965
253
43 576
-185 714
-28 149
12 412
0
12 412
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
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 01/01/2022
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
Consolidated Cash Flow Statement (in thousands of PLN)
CASH FLOW STATEMENT
01/01/2023 –
12/31/2023
01/01/2022 –
12/31/2022
Cash flows from operating activities
Net profit (loss)
-28 149
-116 744
Adjustments, including:
-5 874
96 634
- amortization and depreciation
4 586
3 098
- foreign exchange gains (losses)
-864
706
- interest expenses
111
47
- income from interest and dividends
-1 711
-292
- profit (loss) on investing activities
-42
4
- impairment of intangible assets
9 029
5 205
- share-based payment (equity-settled)
11 923
28 882
- share-based payment (cash-settled)
-38 897
68 457
- change in receivables
-141
-1 384
- change in provisions
-493
682
- change in liabilities other than incentive program
-1 797
1 575
- change in prepayments
11 614
-9 777
- change in contract assets and contract liabilities
843
-967
- other adjustments
-35
398
Net cash generated (used) in operating activities
-34 023
-20 110
Cash flows from investing activities
Purchase of intangible assets
12 344
11 478
Purchase of property, plant, and equipment
26
232
Proceeds from the sale of property, plant and equipment
41
0
Inflows from bank deposits (over 3 months)
8 000
30 090
Outflows from bank deposits (over 3 months)
8 090
30 090
Proceeds from governmental subsidies
35
32
Interest received
1 711
292
Net cash generated (used) in investing activities
-10 673
-11 386
Cash flows from financing activities
Proceeds from issue of share capital
0
38 134
Repayments of finance lease, bank loans and borrowings
687
667
Interest paid (on finance leases and bank loans)
111
47
Other outflows
0
25
Net cash generated (used) in financing activities
-798
37 445
Total net cash flows
-45 494
5 949
Opening balance of cash
57 598
51 650
Change in cash due to foreign currency translation
106
0
Change in the cash balance, net
-45 388
5 949
Closing balance of cash
12 210
57 598
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
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
SUMMARY AND ANALYSIS OF THE FINANCIAL RESULTS OF THE DATAWALK
CAPITAL GROUP FOR 2023
Commentary on the financial results of the DataWalk Group
In 2023, the value of the DataWalk Group's revenue amounted to PLN 25 764 thousand, down 23% compared to
the 2022.
In the past year, the Group took several key measures to prepare the Group for the next growth stage, rebuilding,
among other things, the implementation process, enforcing a shift in go-to-market processes to a different price shelf
and changing the sales focus. Unfortunately, in the medium term, this has significantly impacted achieved revenues,
which for 2023 are below expectations. It is primarily the result of the postponement of purchasing processes to
2024, resulting from complicated organizational and corporate processes for such large and complex contracts. The
results for the last quarter of 2023 and the projected figures show a return to growth, and in 2024, the Group is
measuring higher than 70% revenue growth.
The revenue in the Americas market in 2023 amounted to PLN 14 159 thousand, while in the comparable period, it
was PLN 16 637 thousand, which means a decrease of 15%. The decrease in revenue in the U.S. market was due to
a change in sales focus in other areas and temporary shortages of Field Engineering resources in 2023 necessary for
pre-sales processes. Nevertheless, the DataWalk Inc. team has successively built DataWalk's position in this market.
As a result of its efforts, in 2023, the Group acquired three clients, including one in the private sector and two in the
public sector. In addition, the Group is expanding cooperation with existing customers, as exemplified by the receipt
of additional orders, in particular from Ally Financial.
In 2023, the Group recorded a decrease in revenue in other markets (EMEA and APAC regions), for which the value
amounted to PLN 11 604 thousand, down 31% from PLN 16 713 thousand in revenue generated in the comparable
period. The decrease was primarily due to changes in the size profile of the projects on which commercial processes
concentrated, a focus on completing implementation projects, and maintaining cooperation with existing customers.
Currently, the Group maintains a retention rate of around 80% for its clients. This indicator has been calculated
based on an analysis of individual ongoing projects. The Group classified such a project in which the client has
implemented in production, uses a given DataWalk license (excluding temporary one-off projects or pilots), and
gets technical support services, as an active customer. To calculate this indicator, projects where, due to reasons
beyond the Group's control (e.g., customer budget challenges and temporary suspension of maintenance payments),
no technical assistance service is provided, have been treated as inactive customers. As a result, until their status
changes, they reduce the retention value above level.
As of the balance sheet date, December 31, 2023, the deferred revenue amounts to PLN 4 121 thousand and
represents the Group's obligation to provide customers with the contracted licenses or services and, at the 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").
The DataWalk Group manages the investment process through triggers linked to business performance and financial
models. The above approach allows monitoring and steering costs and capital expenditure (R&D) dynamics. In light
of this, due to lower-than-expected revenue growth, the Group has taken appropriate actions to reduce costs until it
achieves the expected improvement in the sales dynamic.
In the fourth quarter of 2023, operating expenses adjusted for non-cash items (OPEX adj.) and increased by capital
expenditures for development work stood at approximately PLN 15 900 thousand, compared to PLN 19 300
thousand in the fourth quarter of 2022. The cost decrease of about 18% was mainly due to the efforts taken, as
mentioned above.
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
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.
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
As a result of the conclusion of agreements with participants of the RSU-based program, as of December 31, 2023,
the Group estimated the value and recognized the cost and liability arising from the ongoing program at PLN 29 559
thousand. In 2023, the Group recognized the effects of the remeasurement of RSUs in the negative amount of PLN
-38 897 thousand. Negative operating costs of PLN 38 897 thousand consisted of recognition in the reporting period
of the estimated amount of RSUs vested in 2023 amounting to PLN 2 455 thousand, as well as a value of PLN
-41 352 thousand, which represents the negative difference in the valuation of RSUs as of the balance sheet date of
December 31, 2023, against the valuation as of December 31, 2022. 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,
the Group estimated the value and recognized in the consolidated financial result in 2023 the cost and a
corresponding increase in equity resulting from the program at a total amount of PLN 11 923 thousand. Thus, the
total value of the Company's ongoing share-based incentive program reported in equity as of December 31, 2023,
amounted to PLN 43 576 thousand. The “DATAWALK GROUP'S EQUITY-SETTLED INCENTIVE
PROGRAM” includes details of this program.
Other factors having the most significant impact on the increase in the Group's operating expenses relative to 2022
include the increase in the costs of salaries and external services related to the growth and increasing scale of the
Group's operations, both in the area of increasing the number of implementation, programming and sales specialists,
as well as ongoing processes related to international commercialization. An additional factor affecting the operating
result in 2023 was the capitalization of R&D costs at a lower value relative to the comparable period, which also
increased costs. Moreover, during the last twelve months, the Company completed further development work related
to the DataWalk platform. As a result, the value of completed development work was increased by PLN 11 450
thousand. The Company began depreciating them, which increased this cost item relative to 2022. In 2024, the Issuer
plans to continue further developing the DataWalk system.
Furthermore, as a result of annual asset impairment tests, as of December 31, 2023, the Executive Board recognised
an impairment loss on assets allocated to the cash-generating unit responsible for creating and developing the
DataWalk platform and selling the DataWalk software licenses. The determined amount of the impairment loss
recognized in 2023 was PLN 9 029 thousand and fully recognized in the income statement under other operating
expenses.
The above operation is non-cash and has no impact on the current financial position of the Company and the 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
Outlook for the financial position of the DataWalk Group and DataWalk S.A. in 2024
The Group's management expects to increase the scale of its operations, which should result in at least a tens of per
cent year-on-year increase in revenue. Higher revenues will be possible not only due to the finalisation of sales
resulting from the postponement of procurement processes in some projects from 2023 to 2024 but primarily due to
the actions taken in rebuilding the implementation process, as well as remodelling commercial processes and pricing
policies to reflect better the value delivered to customers by the implementation of the DataWalk platform. The
Issuer is observing a gradual increase in demand for DataWalk software, as evidenced by the growing value of
projects in the Group's sales funnel.
In line with its development strategy, in 2024 the Group will continue to focus on:
• sales - US and European markets, in the commercial and public sectors,
• improving the efficiency and scalability of pre-sales and post-sales processes,
• continuing ongoing patent processes,
• developing DataWalk software in its key areas.
To the best of the Group's management's knowledge and based on a comprehensive sales forecast and analysis of
the sales funnel (qualified leads), the Group plans to generate revenue streams in the coming months that are higher
than those realised in the past six months, which is necessary to ensure business at the current scale. These forecasts
align with market trends, and their implementation does not require significant capital expenditures or the acquisition
of additional operating or capital resources.
At the same time, the Group's management is undertaking several initiatives to improve performance and liquidity,
including:
• increased the efficiency of the implementation teams by standardising and automating most of the
implementation steps, which significantly reduced the time required to implement the DataWalk platform
at customers effectively and thus increased the throughput of the entire sales and implementation team;
• carried out a cost reduction program by optimising the size and structure of employment and the number
of entities cooperating with the Company, renegotiating purchase prices with key service providers. As a
result, the Group expects to reduce operating costs and improve net cash flow.
In the opinion of the Group's management, the working capital currently at the Group's disposal, the future planned
receipts from contracts that the Group intends to acquire by December 31, 2024, as well as the measures taken to
manage operating expenses, are aimed at improving liquidity in 2024.
The Group's management notes that at the current stage of the Group's development, when the Group is generating
negative cash flow, the Group's continued operation in its current form and development are closely related to
securing external financing, in the form of equity and/or debt financing. Thus, the planned expenditure level for the
Group's development, both in the area of product and market expansion, depends on available sources and the
financing size.
The Company's Executive Board emphasises that business activities involve inherent uncertainties and risks, and
despite the measures taken by the Group's management to support the financial stability of the Company, as well as
the Group, it is necessary to recognise that factors such as changes in market conditions, customer demand, the
regulatory environment and unexpected events may affect the Issuer's ability to achieve projected results and secure
the necessary financing.
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
The DataWalk Group financial results
The table below presents selected consolidated financial data for 2023 and the comparable period.
Position
01/01/2023 –
12/31/2023
01/01/2022 –
12/31/2022
Change
Change %
Revenues
25 764
33 350
-7 587
-23%
Operating costs
37 843
157 430
-119 587
-76%
Profit/Loss on sales
-12 079
-124 080
112 001
-90%
Other operating income
838
374
Other operating costs
9 274
5 249
Loss (profit) from expected credit losses
-352
538
EBIT
-20 164
-129 493
109 329
-84%
Net profit (loss) attributable to shareholders of the
parent company
-28 149
-116 744
88 595
-76%
Operating costs
37 843
157 430
-119 587
-76%
Amortization and depreciation
4 586
3 098
1 487
48%
Share-based incentive program costs
-26 974
97 338
Operating costs excluding amortization and
depreciation as well as share-based incentive
program
60 231
56 993
3 238
6%
Impairment of assets
9 029
5 205
73%
EBITDA
-15 578
-126 395
110 817
-88%
Adjusted EBITDA
-33 874
-23 314
-10 560
45%
CFO
bt
-34 024
-20 110
-13 914
69%
CAPEX
-12 370
-11 710
-661
6%
FCF
-46 394
-31 820
-14 574
46%
Financial assets (bank deposits over 3 months)
94
0
94
Closing balance of cash
12 210
57 598
-45 389
-79%
Cash and bank deposits over 3 months at the end
of the period
12 304
57 598
-45 295
-79%
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 + loss (profit) from expected credit losses,
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|.
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
The net loss in 2023 attributable to shareholders of the parent company amounted to PLN 28 149 thousand, while
in 2022, the Group reported a net loss of PLN 116 744 thousand.
The most significant impact on the change in the Group's consolidated financial result in 2023 relative to the
comparable period was:
• a decrease in costs related to the share-based incentive program in the total amount of PLN 124 312
thousand compared to the comparable period, when the Group, for the first time, recognized the valuation
of the incentive program in the financial statements under IFRS 2 (non-cash expense, with no impact on
the current financial position of the Issuer and the Group;
• difference in the valuation of the deferred tax asset component in the form of the incentive program liability
for PLN 20 502 thousand, following the revaluation of the RSU as of the balance sheet date of December
31, 2023;
• a decrease in sales revenue amounted to PLN 7 587 thousand, or 23% compared to the comparable period;
• an increase in personnel and external service costs related to the expansion of the Group’s operations, both
in terms of expanding the number of specialists in implementation, programming, and sales, as well as the
processes related to international commercialization, amounting to PLN 7 422 thousand, or 18% increase
compared to the comparable period;
• increase in costs resulting from the impairment loss on intangible assets under IAS 36 for a total amount
of PLN 3 824 thousand, or 73% compared to the comparable period (non-cash expense, with no impact
on the current financial position of the Issuer and the Group), based on actual impairment tests.
The revenue structure of the DataWalk Group
In 2023, revenue from license sales amounted to PLN 11 971 thousand, represented 46% of the Group's total revenue
and was 35% lower than in 2022. The decrease in license revenue compared to the comparative period is due, in
particular, to the lower number of new clients who decided to purchase the DataWalk platform. The Group acquired
six new clients in 2023, two less than in 2022. It is primarily the result of taking several key measures to prepare the
Group for the next growth stage, rebuilding, among other things, the implementation process, enforcing a shift in
go-to-market processes to a different price shelf and changing the sales focus. These activities resulted in postponed
purchasing processes until 2024 due to complex organizational and corporate processes for such large and complex
contracts.
Revenues from the sale of implementation services amounted to PLN 4 171 thousand and were 25% lower than in
2022. In the discussed period, revenue from technical support services amounted to PLN 9 266 thousand, accounted
for 36% of the Group's total revenues and was 10% higher than in the comparable period. Other revenues result
from sales of DataWalk software-related additional services.
The table below presents consolidated revenues in 2023, and in the comparable period.
Position
01/01/2023 –
12/31/2023
01/01/2022 –
12/31/2022
Change
Licenses sale
11 971
18 442
-35%
Implementation services
4 171
5 526
-25%
Technical support
9 266
8 416
10%
Other
355
966
-63%
Total
25 764
33 350
-23%
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
The table below presents the currency structure of revenue in 2023, and in the comparable period.
Position
01/01/2023 – 12/31/2023
01/01/2022 – 12/31/2022
PLN (Polish zloty)
27%
31%
USD (U.S. Dollar)
73%
69%
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 2023 by regions (in thousands of PLN).
Revenues by region
01/01/2023 – 12/31/2023
Share in total revenues (%)
Poland
6 860
27%
North and South America
14 159
55%
Other regions
4 744
18%
Total
25 764
100%
Source: Issuer.
The table below presents the revenues of the DataWalk Group in 2022 by region (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.
Cash flow of the DataWalk Group
The Group's cash flow from operating activities (CFO) in 2023 amounted to PLN -34 024 thousand. The most
significant influence on the CFO was operating loss adjusted for amortization and depreciation, costs of the incentive
program, and the change in asset impairment allowances (adjusted EBITDA) of PLN -33 874 thousand.
The Group's cash flow from investing activities (CFI) in 2023 amounted to PLN -10 674 thousand. CFI was most
affected by: i) capitalized development costs of DataWalk software of PLN 12 344 thousand; ii) interest received
on bank deposits of PLN 1 711 thousand.
The Group's cash flow from financing activities (CFF) in 2023 amounted to PLN -797 thousand. CFF was most
affected by the net outflow of funds from the repayment of the Issuer's lease liabilities of PLN 682 thousand and the
repayment of liabilities from loans and borrowings in the total amount of PLN 115 thousand.
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
The table below presents the cash flow of the DataWalk Group in 2023 and comparable period.
Position
01/01/2023 –
12/31/2023
01/01/2022 –
12/31/2022
Change
CFO
-34 024
-20 110
69%
CFI, including:
-10 674
-11 386
-6%
- CAPEX
-12 370
-11 710
6%
CFF
-797
37 445
Total net cash flows
-45 495
5 949
Source: Issuer.
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, 2023, and December 31, 2022.
Assets
12/31/2023
12/31/2022
Change
Intangible assets
19 111
19 530
-2%
Right-of-use assets
572
1 075
-47%
Contract assets
496
927
-47%
Trade receivables
9 604
9 654
-1%
Other short-term receivables
1 771
1 580
12%
Cash and cash equivalents
12 210
57 598
-79%
Deferred tax assets
6 050
15 059
-60%
Other assets
2 442
5 152
-53%
Total assets
52 255
110 575
-53%
Source: Issuer.
Equity and liabilities
12/31/2023
12/31/2022
Change
Equity
12 412
29 399
-58%
Incentive program liabilities
29 559
68 457
-57%
Trade payables
2 808
4 559
-38%
Bank loans and borrowings
627
719
-13%
Lease liabilities
637
1 103
-42%
Contract liabilities
4 121
3 710
11%
Other liabilities
2 090
2 627
-20%
Total equity and liabilities
52 255
110 575
-53%
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
The table below presents selected financial ratios of the DataWalk Group as at December 31, 2023, as well as
December 31, 2022.
Position
12/31/2023
12/31/2022
Current ratio
2,9
6,4
Quick Ratio
2,7
6,1
Cash Ratio
1,4
5,0
Debt ratio
20%
12%
Debt / Equity
0,0
0,0
Debt-to-Equity Ratio
25%
13%
Working Capital (in thousands PLN)
16 271
61 630
Source: Issuer.
Current ratio = Current assets (short-term) / [Current liabilities (short-term) - non-cash cost of RSU-based incentive program],
Quick Ratio = (Cash and cash equivalents + Short-term investments + Account receivables) / [Current liabilities (short-term) - non-cash cost of
RSU-based incentive program],
Cash Ratio = Cash and cash equivalents / [Current liabilities (short-term) - non-cash cost of RSU-based incentive program],
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) + non-cash cost of RSU-based incentive program.
The Executive Board decided to adjust the ratios mentioned above 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
BASIS FOR THE PREPARATION OF THE FINANCIAL STATEMENTS - INCLUDING
A DESCRIPTION OF CIRCUMSTANCES INDICATING A GOING CONCERN
THREAT
The financial statement has been prepared assuming the DataWalk Group will continue as a going concern for at
least 12 months from the balance sheet date. Executive Board has performed a multidimensional analysis of the
circumstances affecting the entity's ability to continue as a going concern, including both internal factors, in
particular:
• projected cash flows,
• product profitability,
• the tailoring of the commercial offer to customers' needs,
• necessary capital and operating expenditures,
• availability of external sources of finance,
and external, in particular:
• macroeconomic factors,
• the size of the available market,
• legal constraints,
• cyclicality and dynamics in financial markets affecting the availability and cost of capital.
During the analysis, the Executive Board identified significant uncertainties regarding events and circumstances that
may doubt the entity's ability to continue as a going concern. These include:
• a decline in sales resulting from fewer newly acquired customers,
• negative cash flows from operating activities,
• unfavourable profitability ratios,
• the level of investment required to ensure further dynamic product development.
To the best knowledge of the Company's Executive Board and based on the comprehensive cash flow forecast, the
value of contracts acquired both in 2023 and after the balance sheet date, as well as the sales funnel analysis
(qualified leads), the Company forecasts significantly higher revenues from customers than those realised in the last
six months, which is necessary to ensure the continuation of operations at the current scale.
These forecasts correlate with external market analyses prepared by reputable consulting firms (e.g. Gartner) and
enquiries from potential customers directed to the Company in recent months. Implementing these assumptions does
not require the Company to make significant capital expenditures or acquire additional operational or capital
resources. In addition, it does not involve additional formal and legal requirements that the Company would not
already meet as of the balance sheet date.
At the same time, the Company's Executive Board has undertaken several initiatives in 2023 to improve performance
and liquidity, including:
• Increased the efficiency of the implementation teams by standardising and automating most of the
implementation steps, which significantly reduced the time required to implement the DataWalk platform
with customers effectively and thus increased the throughput of the entire sales and implementation team,
• Carried out a cost reduction program by optimising the size and structure of employment and the number
of entities cooperating with the Company,
• Tailored the commercial offer to customers who have adequate organisational and financial capabilities
and can operate effectively in the business model proposed by the Company.
Simultaneously with these actions, the Company's Executive Board requested that shareholders grant the Board of
Directors authorisation to increase the Company's share capital within the limits of authorised capital. This
authorisation was dictated by ensuring that the Company and its capital group could raise funds for further
development through the most efficient and flexible mechanisms for increasing share capital, allowing for a shorter
issuance process. On June 27, 2023, the General Meeting of Shareholders, through Resolution No. 19, granted the
Executive Board authorisation to increase the Company's share capital by issuing no more than 500,000 (five
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
hundred thousand) ordinary bearer shares. The above authorisation expired on June 30, 2026. As of the date of this
Report, the Executive Board has not decided when it will exercise the granted authorisation or to what extent.
During 2023, the Company independently conducted a preliminary analysis of the possibility of alternative sources
of financing for operating and investment activities through available programs of the European Funds for Modern
Economy and debt instruments offered by various financial institutions. However, due to the limited flexibility of
these programs and the fact that the financial terms expected by the bidders were not attractive, the Executive Board
did not take further action in this regard.
As a result of the measures carried out to optimise the level of operating expenses, and taking into account the
potential slowdown in development work related to the further development of the DataWalk platform, as well as
the acquisition of 3-4 medium-sized contracts within the next 12 months, the Company, to the best knowledge of
the Executive Board, will maintain its liquidity, without the need for external financing in the short term, i.e. up to
12 months from the balance sheet date. The reduction in capital expenditures will not have a significant negative
impact on the continuation of operations in this period, given that as of the balance sheet date, the Company already
had a fully functional product, the sale of which in its current form and with current functionalities does not require
significant capital expenditures.
In the opinion of the Executive Board, the working capital currently available to the Company and forecasts of future
cash flows from operating, investing and financing activities reliably allow the assumption of continued operations
in the foreseeable future.
The Executive Board wants to emphasise that these forecasts are based on uncertain events, which implies the
existence of risks related to the possibility of continuing operations.
The Company's Executive Board also stresses that at the current stage of the Company's development, especially in
terms of carrying out further development work related to the planned release of further, more technologically
advanced versions of the Company's product, further dynamic progress in this area and expansion in the markets of
Western Europe and the USA strictly depend on securing external financing.
The Executive Board emphasises that without additional financing, the Company may have limited funds for further
investments, which could lead to delays in product development and further expansion of the market offering. Lack
of adequate financing may result in the need to reduce the pace of software releases, which may result in delays in
delivering new solutions to the market and limit competitive opportunities.
In its medium-term financial plans (6-24 months), the Executive Board foresees the possibility of using the
authorisation to increase the Company's share capital or financing its investment activities through alternative capital
instruments and/or support programs financed by the European Union or domestic funds, which could effectively
assist in financing the Company's operations.
It is expected that these activities will contribute to the Company's further development, both in the product and
market expansion areas, and will positively impact the Company's long-term profitability.
The Company's Executive Board emphasises that business activities involve inherent uncertainties and risks, and
despite the measures taken by the Company's Executive Board to support the Company's financial stability, in
particular by securing additional sources of financing and optimising expenditures on investment and operating
activities, it is necessary to recognise that factors such as changes in market conditions, customer demand, the
regulatory environment and other unexpected events may affect the Company's ability to achieve its forecast results
and secure the necessary financing for its operations.
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
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.
In the case of the Program, the entity required to settle the Program is the company which is the recipient of the
services performed under the Program and has entered into the relevant Participation Agreement with the Eligible
Persons. Each company, i.e. DataWalk S.A. and DataWalk Inc., is a party to agreements with Program participants
providing work or services to DataWalk S.A. or DataWalk Inc., respectively.
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
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
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").
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.
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;
According to the Regulations of the Program, the one-time payment resulting from the exercise of RSUs will be
settled within 90 days of the Sale Transaction but no later than March 14 of the year following the year in which the
Transaction occurred.
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.
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
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.
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, 2023, 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, 2023, 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 if there are material variances.
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
The recognition of the Program from January 1, 2023, to December 31, 2023
The following table shows the number of RSUs granted as of December 31, 2023, by vesting conditions and degree
of performance.
Vesting conditions
Granted
rights
(in pcs.)
Degree of
fulfillment
of vesting
conditions
Number of
vested rights
(in pcs.)
Estimated
number of
vested rights
(in pcs.)
Remains
under
vesting
(in pcs.)
Vested rights
784 275
100,00%
784 275
0
0
Providing services until 06/30/2024
7 150
66,36%
0
4 745
2 405
Providing services until 12/31/2024
48 375
40,99%
0
19 830
28 545
Providing services until 06/12/2025
5 900
38,90%
0
2 295
3 605
Providing services until 12/31/2025
2 375
33,47%
0
795
1 580
Providing services until 06/30/2026
5 275
26,92%
0
1 420
3 855
Providing services until 12/31/2026
2 375
25,26%
0
600
1 775
Providing services until 06/30/2027
2 775
12,61%
0
350
2 425
Total
858 500
91,35%
784 275
30 035
44 190
Following IFRS 2, the Group has updated the fair value of the RSUs as of the balance sheet date of December 31,
2023, and revised the estimated vesting of the RSUs.
Accordingly, the Group has determined the following events affecting the estimates:
a) the fair value as of December 31, 2023, differed from the value obtained as of the previous balance sheet date
(difference resulting from the change in the Company's share price),
b) further RSUs were valued and recognized for which acquisition conditions are estimated to have been met,
c) some events resulted in the need to adjust the cost of the Program by RSUs lost as a result of failure to meet
vesting 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 01/01/2023
749 388
91,35
68 457
Estimated number of vested rights as of 12/31/2022
746 690*
-55,05**
-41 105
Estimated number of vesting during the four quarters of
2023
67 620
36,30
2 455
Number of forfeited rights during the four quarters of 2023
-2 698
91,35
-246
Estimated number of vested rights as of 12/31/2023
814 310
36,30
29 560
* The estimated number of vested rights as of December 31, 2022 includes an adjustment for the number of estimated rights
forfeited in the current year.
** The difference between the weighted average fair values of RSUs as of December 31, 2023 and December 31, 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, 2023.
The total cost of the Program recognized in the consolidated financial statements for the twelve months ending
December 31, 2023, estimated according to vesting, amounted to PLN -38 897 thousand.
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
The following table presents the recognition of the Program's costs by line item in the consolidated financial
statements, along with information on the involvement of individual companies in the Issuer Group in the carrying
out of the Program.
Financial statement element
Item
DataWalk S.A.
DataWalk Inc.
DataWalk
Group
Estimated number of vested
rights as of 12/31/2023
(in pcs.)
-
20 640
793 670
814 310
Profit and Loss
Account/Operating costs
(in PLN thous.)
Employee benefits -
Share-based
Payment
594
-39 491
-38 897
Equity (in PLN thous.)
Profit (loss) from
previous years
155
68 301
68 457
Short-term liabilities
(in PLN thous.)
Incentive program
liabilities
749
28 811
29 560
The total amount of liabilities under the Program as of December 31, 2023 was PLN 29 560 thousand.
Regarding the liabilities under the Program, the Group has decided to present the Program liabilities as short-term.
Neither the nature of the Program nor the terms of its realization have changed. The reasons for applying the change
in the presentation are described in the "CHANGES IN PRESENTATION" section.
As of the balance sheet date and date of approval of these financial statements for publication, the Program
Entitlements were not exercisable because no Sale Transaction had occurred. In addition, the Group's Management
had not taken any actions, nor was it in possession of any information indicating a high probability of the occurrence
of events as a result of which, in the next 12 months, a Sale Transaction could be concluded, and thus the process of
executing the Program (cash settlement) could be initiated.The following table shows the settlement of RSUs under
the Program by exercise status and their fair values as of December 31, 2023.
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%
36,30
40 656
- RSUs granted under the Participation
Agreements
897 000
80%
36,30
32 561
- Tranche as of 04/01/2022
799 900
71%
36,30
29 036
- Tranche as of 07/01/2022
14 000
1%
36,30
508
- Tranche as of 01/01/2023
19 000
2%
36,30
690
- Tranche as of 05/01/2023
45 000
4%
36,30
1 634
- Tranche as of 07/01/2023
19 100
2%
36,30
693
- Number of forfeited rights
-38 500
-3%
36,30
-1 398
- Number of RSUs to be granted in future
periods
261 500
23%
36,30
9 492
RSUs granted under the Participation
Agreements, including:
897 000
80%
36,30
32 561
- Vested rigths
784 275
70%
36,30
28 469
- Remaining in the process of vesting,
including:
74 225
7%
36,30
2 694
(a) for which it is estimated that
vesting conditions have been met
30 035
3%
36,30
1 090
- Forfeited rights
38 500
3%
36,30
1 398
As of the balance sheet date of December 31, 2023, 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
DATAWALK GROUP'S EQUITY-SETTLED INCENTIVE PROGRAM
Information on estimates
The DataWalk S.A. 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 Company 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 Company 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
Company's and Group’s costs resulting from the incentive program.
Reserve capital
12/31/2023
(in thous. PLN)
12/31/2022
(in thous. PLN)
Incentive program
43 576
31 653
Total
43 576
31 653
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
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).
According to the Regulations, the exercise of the Entitlements will take place within 6 months of the occurrence of
the Sale Transaction.
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.
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
Under IFRS2, the Sale Transaction is understood as a condition other than vesting conditions (so-called non-vesting
condition).
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.
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
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.
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.
As of the balance sheet date of December 31, 2023, 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 expected price volatility was determined based on the annualized standard deviation of the stock return using
daily observations. The rate of return is an annual interest rate with continuous capitalization (continuous yearly
rate). Following IFRS 2, in estimating expected volatility, the Company considered:
(a) implied volatility from traded share options on the entity’s shares, or other traded instruments of the entity that
include option features, if any;
(b) the historical volatility of the share price over the most recent period that is generally commensurate with the
expected term of the option (taking into account the remaining contractual life of the option;
(c) the length of time the entity's shares have been publicly traded, i.e. since 20/07/2012, so the Company is not
considered a newly listed entity, and the historical volatility has been considered relatively stable over a more
extended period;
(d) appropriate and regular time frames for observed prices, which the Company believes are consistent from period
to period - the entity uses the closing price of each day of the week. The observed prices are expressed in the currency
where the exercise price is set, i.e. PLN.
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 if
there are material variances.
The vesting of the Entitlements to the Company's employees and associates who joined the Incentive Scheme from
its launch until the balance sheet date of December 31, 2023 took place in three tranches.
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
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
Tranche II
Tranche III
Party of the transaction
DataWalk S.A.
DataWalk S.A.
DataWalk S.A.
Program valuation date (Grant
Date)
01.10.2022 r.
01.01.2023 r.
01.07.2023 r.
Valuation model
Blacka-Scholes'a-
Mertona
Blacka-Scholes'a-
Mertona
Blacka-Scholes'a-
Mertona
The number of Entitlements
granted resulting from the
Participation Agreements
275 518 pcs.
118 710 pcs.
12 450 pcs.
Stock Price
136,26 PLN
91,35 PLN
60,00 PLN
Exercise Price
0,10 PLN
0,10 PLN
0,10 PLN
Expected price volatility
4,16%
4,13%
3,56%
Time to Maturity
5 years
5 years
5 years
Risk-free rate
7,14%
6,05%
5,45%
Fair value
136,19 PLN
91,28 PLN
59,92 PLN
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.
The recognition of the Program from January 1, 2023, to December 31, 2023
The following table shows the number of vesting Entitlements granted to the Company's shares as of December 31,
2023, by vesting conditions and degree of exercise.
Vesting conditions
Granted
rights
(in pcs.)
Degree of
fulfillment
of vesting
conditions
Number of
vested rights
(in pcs.)
Estimated
number of
vested rights
(in pcs.)
Remains
under
vesting
(in pcs.)
Vested rights
316 626
100%
316 626
0
0
Providing services until 06/30/2024
6 050
50%
0
3 036
3 014
Providing services until 12/31/2024
52 810
50%
0
26 319
26 491
Providing services until 06/30/2025
6 050
25%
0
1 520
4 530
Providing services until 12/31/2025
1 500
33%
0
500
1 000
Total
383 036
91%
316 626
31 375
35 035
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 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 01/01/2023
232 418
136,19
31 653
Estimated amount of vesting during the period
120 502
103,21
12 437
Number of forfeited rights during the period
-4 919
104,31
-513
Estimated number of vested rights as of 12/31/2023
348 001
125,22
43 576
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
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
11 923
Equity
Profit (loss) from previous years
31 653
Equity
Reserve capital
43 576
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, 2023.
As of the balance sheet date and date of approval of these financial statements for publication, the Program
Entitlements were not exercisable because no Sale Transaction had occurred. In addition, the Group's Management
had not taken any actions, nor was it in possession of any information indicating a high probability of the occurrence
of events as a result of which, in the next 12 months, a Sale Transaction could be concluded, and thus the process of
executing the Program (issuing shares) could be initiated.
The following table shows the settlement of Program Entitlements by exercise status and their fair value as of
December 31, 2023.
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%
- Rights granted under the Participation
Agreements
406 678
95%
120,75
49 105
- Tranche of 10/01/2022 considering
the arrangements of 10/01/2022
275 518
64%
136,19
37 523
- Tranche as 01/01/2023
118 710
28%
91,28
10 836
- Tranche as 07/01/2023
12 450
3%
59,92
746
- Number of forfeited rights
-23 642
-5%
108,79
-2 572
- Number of rights to be granted in
future periods
46 964
11%
Rights granted under the
Participation Agreements, including:
406 678
95%
120,75
49 105
- Vested rigths
316 626
74%
136,19
43 121
- Remaining in the process of vesting,
including:
66 410
15%
120,75
8 019
a) for which it is estimated that
vesting conditions have been met
31 375
7%
14,51
455
- Forfeited rights
23 642
5%
108,79
2 572
As of the balance sheet date of December 31, 2023, 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
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.
Impairment of non-financial assets in relation to the cash-generating unit responsible for the creation and
development of the DataWalk platform and the sale of DataWalk software licenses
The determination of the recoverable amount was carried out at the cash-generating unit level (hereinafter "CGU")
using the DCF model. The recoverable amount of the CGU determined under the test corresponds to its value in use.
The CGU, responsible for creating and developing the DataWalk platform and selling DataWalk software licenses,
is part of the DataWalk S.A. operating segment.
The following table shows the balance sheet value of the assets allocated to the CGU under test as of December 31,
2023.
Asset
Value tested as of 31.12.2023 before recognition of
impairment allowance during the period
Goodwill
0
Development work in progress
3 945
Development work completed
24 179
Fixed assets
58
Right-of-use assets
120
Total
28 302
In performing this year's CGU impairment test, the Group identified and allocated reasonably and consistently
common assets in property, plant, equipment, and right-of-use assets contributing to future cash flows derived from
the CGU under test.
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
In performing this year's CGU impairment test, the Group identified and allocated reasonably and consistently
common assets in property, plant, equipment, and right-of-use assets contributing to future cash flows derived from
the CGU under test.
The following key assumptions were used in the calculation:
The Company's management has developed five-year cash flow projections starting from the 2024 estimate. The
revenue and cost projections adopted align with the assumptions on which the budget for subsequent years was
prepared. At the same time, the above values reflect the Management Board's experience from the development of
both DataWalk S.A. and the DataWalk Group.
The management prepared the value of cash inflows using the prudent valuation method, which means that only
those inflows related to sales were included in the forecast period:
- maintenance services from the installed customer base at 2023 prices and ranges,
- extensions to already sold licenses to the extent of a small number of additional users according to 2023 prices and
range,
- a few small new licenses per year according to prices adopted for 2024.
These projections were based on historical and statistical data on, among other things, the degree of renewal of
maintenance services by existing customers and the extension of licenses to additional users. 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 cost calculations have been built on the experience of the Executive Board and key managers and take into
account the resources necessary and commensurate to provide services and customer support to the extent consistent
with the assumptions made for CGU revenues, as well as all general and administrative expenses associated with
operating the business. The projected cash outflows take into account historical and planned costs and expected
changes resulting from industry developments or changes in the areas that determine business operations in Poland
and around the world, such as upward pressure on wages in the IT industry.
The projections of cash outflows take into account the necessary operating costs directly related to the day-to-day
operation of the tested group of assets, as well as indirect costs that can be attributed to the process of using the
assets assigned to the CGU.
The Executive Board regularly analyses 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.
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
- Historical results,
including sales to
existing customers of
license extensions for
new users
- Assumed sales of
three 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.
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
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
16,61%
16,61%
Based on the CAPM model.
Discount rate used
previously
15,30%
15,30%
Based on the CAPM model.
As a result of the impairment test, the recoverable amount of the CGU as of the balance sheet date was PLN 19 273
thousand. As a result, the total impairment loss in 2023 was estimated at PLN 9 029 thousand and fully recognized
in the income statement under other operating expenses.
The following table shows the amounts of impairment loss by asset group (in thous. PLN).
Asset
Value tested as of
31.12.2023 before
recognition of
impairment allowance
during the period
Value of impairment
allowance recognized
during the period
Value tested as of
31.12.2023 after
recognition of
impairment allowance
during the period
Goodwill
0
0
0
Development work in progress
3 945
-371
3 573
Development work completed
24 179
-8 641
15 538
Fixed assets
58
-5
53
Right-of-use assets
120
-11
109
Total
28 302
-9 029
19 273
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
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, 2023, 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, 2023
• On March 13, 2024 the Executive Board reported that the Company’s subsidiary DataWalk Inc. has
obtained a purchase order from Northern California Regional Intelligence Center („NCRIC,” „Customer”)
for perpetual license sale of the DataWalk analytical platform. This follow-on purchase by the current client
confirms the effectiveness of the commercialization model adopted by the Company and the value of the
DataWalk product to public safety authorities.
• On March 15, 2024 the Executive Board reported that the Company’s subsidiary DataWalk Inc. has
concluded an agreement with Barclays Execution Services Ltd („Barclays Bank”), with headquarters in
London, UK, for license sale of the DataWalk analytical platform. Barclays Bank will utilize DataWalk
software for intelligence analysis.
• On March 29, 2024 the Executive Board reported that the Company has signed an agreement with Związek
Banków Polskich with headquarters in Warsaw (Polish Bank Association, „ZBP”), for license sale of the
DataWalk analytical platform. This project involves the application of DataWalk software to support broad
analytical use, including anti-money laundering efforts.
In the opinion of the Executive Board, the conclusion of the above contracts may have a positive impact on the
competitive position of the Issuer's Group, which may translate into the future financial position and development
prospects of the Issuer and its Group beyond 31 December 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
• The growing importance of data processing, analysis and use (Big Data),
• The dynamic increase in the risks arising from cyber activities,
• Increase in the scale and quality of anti-money laundering and anti-avoidance activities,
• Automation of processes for analysing data sets,
• Increasing user-friendliness of dataset analysis tools.
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
COMPANY'S AUTHORITIES
The Executive Board
On December 31, 2023 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, 2023, the DataWalk S.A. Executive Board was as follows:
The Executive Board
Period of performing the function
Paweł Wieczyński
01/01/2023 – 12/31/2023
Krystian Piećko
01/01/2023 – 12/31/2023
Łukasz Socha
01/01/2023 – 12/31/2023
Source: Issuer.
The current Executive Board of the Issuer was appointed by the resolutions of the Supervisory Board of June 1,
2021 (except the resolution as mentioned above 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. Due to changes to the
Commercial Companies Code that came into force on October 13, 2022, the term mentioned above will end on
December 31, 2024. The mandates of the Executive Board members will expire by the date of the General Meeting
approving the Company's financial statements for 2024 (i.e., for the last financial year of holding function).
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
The Supervisory Board
On December 31, 2023, and at the date of approval for publication of this report, the composition of the Issuer’s
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, 2023, the composition of the Issuer’s Supervisory Board of the
Company is as follows:
The Supervisory Board
Period of performing the function
Filip Paszke
01/01/2023 – 12/31/2023
Wojciech Dyszy
01/01/2023 – 12/31/2023
Roman Pudełko
01/01/2023 – 12/31/2023
Grzegorz Dymek
01/01/2023 – 12/31/2023
Ola Malm
01/01/2023 – 12/31/2023
Source: Issuer.
The Issuer's current Supervisory Board was appointed for a joint 3-year term, which began on July 1, 2021. Due to
changes to the Commercial Companies Code that came into force on October 13, 2022, the term mentioned above
will end on December 31, 2024. The mandates of the Supervisory Board members will expire by the date of the
General Meeting approving the Company's financial statements for 2024 (i.e., for the last financial year of holding
function).
As of the date of this report, the composition of the Supervisory Board had not changed, with the proviso that on
March 26 2024, Mr Filip Paszke resigned as a member of the Company's Supervisory Board with effect from the
end of April 30 2024, as announced by the Issuer in current report No. 8/2023 of March 26 2024.
Concerning this resignation, the Executive Board of the Company, after consultation with the members of the
Supervisory Board of the Company, has advised that to ensure the continuity of the Supervisory Board, the members
of the Supervisory Board intend to co-opt a new member of the Supervisory Board under § 15.9 of the Articles of
Association of the Company.
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
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 role of the Issuer in the Group is to conduct research and development activities, including the development of
the DataWalk analytical platform used for analysing enormous datasets from various sources. Concurrently, the
Issuer carries out marketing and sales activities in the EMEA and Asia regions and manages the Group.
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
DataWalk Inc.
Basic information about an entity related by capital with the Issuer as at 12/31/2023.
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:
57 188 thous. PLN
Revaluation adjustments:
-57 188 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
Overview of the DataWalk Capital Group
DataWalk organizational structure of the Group as at December 31, 2023 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, 2023 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
THE SHAREHOLDING STRUCTURE OF THE DATAWALK S.A.
Shareholder structure as at April 10, 2024 (share in the total number of votes)
Source: Issuer.
As of this report's publication date, i.e. April 10, 2024, 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.*
1
1 175 000
1 900 000
22,89%
32,43%
Funds managed by Investors
Towarzystwo Funduszy
Inwestycyjnych S.A.
2
400 043
400 043
7,79%
6,83%
Funds managed by Nationale-
Nederlanden Powszechne
Towarzystwo Emerytalne S.A.
3
304 146
304 146
5,93%
5,19%
Other shareholders
3 253 799
3 253 799
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.
1
According to the current report no. 39/2022 of September 2, 2022.
2
According to the current report no. 20/2023 of November 14, 2023.
3
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
Shareholder structure as at November 15, 2023 (share in the total number of votes)
Source: Issuer.
As at November 15, 2023, 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.*
4
1 175 000
1 900 000
22,89%
32,43%
Funds managed by Investors
Towarzystwo Funduszy
Inwestycyjnych S.A.
5
400 043
400 043
7,79%
6,83%
Funds managed by Nationale-
Nederlanden Powszechne
Towarzystwo Emerytalne S.A.
6
304 146
304 146
5,93%
5,19%
Other shareholders
3 253 799
3 253 799
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.
4
According to the current report no. 39/2022 of September 2, 2022.
5
According to the current report no. 20/2023 of November 14, 2023.
6
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
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 10, 2024.
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
57 471
5 747,10
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 10, 2024" and
"Shareholder structure as at November 15, 2023".
Ownership of conditional entitlements to subscribe or purchase DataWalk S.A. shares under the incentive program
by managers and supervisors as at the date of approval for publication of this report, i.e. April 10, 2024.
Shareholder
Position
Number of shares
Łukasz Socha
Member of the Executive Board
8 400
Source: Issuer.
The table below presents ownership of shares DataWalk SA by managers and supervisors at November 15, 2023.
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 10, 2024" and
"Shareholder structure as at November 15, 2023".
As at 15 November 2023, i.e. the date of publication of the previous report, the managers and supervisors did not
have conditional entitlements to subscribe or acquire DataWalk S.A. shares under the incentive program.
Own shares
The Company has no own shares.
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
DATAWALK S.A.
STANDALONE ANNUAL FINANCIAL
STATEMENT
for the year ended 31
st
December 2023
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
STANDALONE FINANCIAL STATEMENT
Standalone Statement of Financial Position (in thousands of PLN)
ASSETS
12/31/2023
12/31/2022
A.
Non-current assets
20 267
22 186
I.
Fixed assets
277
455
II.
Goodwill
0
0
III.
Intangible assets
19 111
19 530
IV.
Right-of-use assets
572
1 075
V.
Long-term receivables
152
152
VI.
Long-term prepayments
154
260
VII.
Deferred tax assets
0
715
B.
Current assets
21 258
64 053
I.
Contract assets
496
641
II.
Trade receivables
7 797
8 510
III.
Income tax receivables
0
0
IV.
Other receivables
1 762
1 472
V.
Financial assets
94
0
VI.
Prepayments
663
1 156
VII.
Cash and cash equivalents
10 446
52 274
TOTAL ASSETS
41 524
86 239
EQUITY AND LIABILITIES
12/31/2023
12/31/2022
A.
Equity
31 210
75 483
I.
Share capital
513
513
II.
Share premium
171 968
171 968
III.
Other capitals
9 965
9 965
IV.
Profit loss from previous years
-138 616
-76 644
V.
Net profit (loss) for the current year
-56 196
-61 972
VI.
Reserve capital
43 576
31 653
B.
Long-term liabilities
33
557
I.
Deferred tax liabilities
0
0
II.
Lease liabilities
33
557
III.
Incentive program liabilities
0
0
C.
Short-term liabilities
10 282
10 199
I.
Trade liabilities
4 385
4 223
II.
Income tax liabilities
0
0
III.
Lease liabilities
604
547
IV.
Incentive program liabilities
749
155
V.
Other liabilities
570
697
VI.
Other provisions
1 172
1 663
VII.
Contract liabilities
2 801
2 914
TOTAL EQUITY AND LIABILITIES
41 524
86 239
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
NET ASSET VALUE PER SHARE
12/31/2023
12/31/2022
Net asset value
31 210
75 483
Number of shares (pcs.)
5 132 988
5 132 988
Net asset value per share (in PLN)
6,08
14,71
Diluted number of shares (pcs.)
5 480 989
5 365 406
Diluted net asset value per share (in PLN)
5,69
14,07
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, 2023 amounted to 5 480 989, including 348 001
shares under the incentive program.
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.
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
Standalone Profit and Loss Account with The Statement of Comprehensive
Income (in thousands of PLN)
PROFIT AND LOSS ACCOUNT
01/01/2023-
12/31/2023
01/01/2022-
12/31/2022
Continuing operations
A.
Revenues
19 281
24 161
B.
Operating costs
51 274
62 591
Materials and energy
207
605
Employee benefits
5 010
5 656
Employee benefits - Share-based Payment
12 517
29 037
Amortization and depreciation
4 566
3 058
External services
28 153
23 396
Other costs
821
838
C.
Profit/Loss on sales
-31 993
-38 430
Other operating income
1 184
373
Other operating costs
9 405
5 249
Loss (profit) from expected credit losses
-473
288
D.
Operating profit (loss)
-39 741
-43 594
Financial income
1 242
1 439
Financial costs
16 982
16 967
E.
Pre-tax profit (loss)
-55 481
-59 122
Income tax
715
2 850
F.
Net profit (loss) from continuing operations
-56 196
-61 972
Discontinued operations
Profit (loss) from discontinued operations
0
0
G.
Net profit (loss)
-56 196
-61 972
STATEMENT OF COMPREHENSIVE INCOME
01/01/2023-
12/31/2023
01/01/2022-
12/31/2022
Net profit (loss)
-56 196
-61 972
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
Total comprehensive income
-56 196
-61 972
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
PROFIT (LOSS) PER SHARE ATTRIBUTABLE TO:
01/01/2023-
12/31/2023
01/01/2022-
12/31/2022
Continuing operations
Number of shares (pcs.)
5 132 988
4 969 263
Profit (loss) per share (in PLN)
-10,95
-12,47
Diluted number of shares (pcs.)
5 439 862
5 094 412
Diluted profit (loss) per share (in PLN)
-10,33
-12,16
Discontinued operations
Number of shares (pcs.)
5 132 988
4 969 263
Profit (loss) per share (in PLN)
0
0
Diluted number of shares (pcs.)
5 439 862
5 094 412
Diluted profit (loss) per share (in PLN)
0
0
Continuing and discontinued operations
Number of shares (pcs.)
5 132 988
4 969 263
Profit (loss) per share (in PLN)
-10,95
-12,47
Diluted number of shares (pcs.)
5 439 862
5 094 412
Diluted profit (loss) per share (in PLN)
-10,33
-12,16
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 weighted average number of DataWalk S.A. shares in 2023 was 5 132 988, while in 2022,
it was 4 969 263.
The weighted average diluted number of shares of the Company in 2023 amounted to 5 439 862, including 306 874
shares under the incentive program.
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.
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 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 01/01/2023
513
171 968
9 965
31 653
-76 644
-61 972
75 483
Equity increase (decrease)
0
0
0
11 923
-61 972
5 776
-44 273
Total comprehensive income
0
0
0
0
0
-56 196
-56 196
Net profit (loss)
0
0
0
0
0
-56 196
-56 196
Share capital increase
0
0
0
0
0
0
0
Distribution of profit (loss) for previous
year
0
0
0
0
-61 972
61 972
0
Changes in equity resulting from IFRS 2
0
0
0
11 923
0
0
11 923
Balance as at 12/31/2023
513
171 968
9 965
43 576
-138 616
-56 196
31 210
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
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
Strona | 57
Standalone Cash Flow Statement (in thousands of PLN)
CASH FLOW STATEMENT
01/01/2023 –
12/31/2023
01/01/2022 –
12/31/2022
Cash flows from operating activities
Net profit (loss)
-56 196
-61 972
Adjustments, including:
36 088
47 026
- amortization and depreciation
4 566
3 058
- foreign exchange gains (losses)
-106
0
- interest expenses
87
47
- income from interest and dividends
-1 711
-292
- profit (loss) on investing activities
-42
4
- impairment allowance for investments in subsidiaries
16 848
16 920
- impairment of intangible assets
9 029
5 205
- share-based payment (equity-settled)
11 923
28 882
- share-based payment (cash-settled)
594
155
- change in receivables
422
-2 047
- change in receivables - conversion to equity
-6 378
-10 451
- change in provisions
-491
638
- change in liabilities other than incentive program
35
2 260
- change in prepayments
1 315
2 851
- change in contract assets and contract liabilities
32
-605
- other adjustments
-35
399
Net cash generated (used) in operating activities
-20 108
-14 945
Cash flows from investing activities
Purchase of intangible assets
12 344
11 478
Purchase of property, plant and equipment
26
232
Proceeds from sale of property, plant and equipment
41
0
Purchase of subsidiaries shares, net of cash
10 470
6 470
Inflows from bank deposits (over 3 months)
8 000
30 090
Outflows from bank deposits (over 3 months)
8 090
30 090
Proceeds from governmental subsidies
35
32
Interest received
1 711
292
Net cash generated (used) in investing activities
-21 143
-17 856
Cash flows from financing activities
Proceeds from issue of share capital
0
38 134
Payment of finance lease liabilities
595
667
Interest paid
87
47
Net cash generated (used) in financing activities
-682
37 420
Total net cash flows
-41 934
4 619
Opening balance of cash
52 274
47 655
Change in cash due to foreign currency translation
106
0
Change in cash balance, net
-41 828
4 619
Closing balance of cash
10 446
52 274
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
Strona | 58
CHANGES IN ACCOUNTING POLICIES USED
The accounting policies used to prepare the annual standalone and consolidated financial statements are consistent
with those used to prepare the Company’s and the Group’s annual financial reports for 2022, except for the changes
described below.
Beginning 01/01/2023, the Company and the Group recognize as Prepayments any services valued at least PLN
40 000. The Group recognized expenses below this value as one-offs in the month incurred.
Beginning 01/01/2023, the Company and the Group recognize in contract assets and liabilities items whose value
is at least PLN 40 000. The Group recognized items below this value once as a month's revenue.
CHANGES IN PRESENTATION
The Group and the Company have changed the presentation of cash-settled incentive program liabilities. In the
consolidated statement of financial position and the standalone statement of financial position prepared as of
December 31, 2022, the Group and the Company classified these liabilities as non-current. After the change in
presentation, the liabilities from the cash-settled incentive program are presented as current liabilities. The Group
and the Company made these changes under the IAS 1, paragraph 69(d), whereby an entity classifies a liability as
current when it does not have the right at the end of the reporting period to defer settlement of the liability for at
least twelve months after the reporting period.
The table below shows the impact of the above change on the liabilities in the consolidated statement of financial
position of the DataWalk Group as at December 31, 2022.
Statement of Financial Position item
31.12.2022
change in
presentation
31.12.2022
(changed)
Long-term liabilities as a result of a change in:
69 733
-68 457
1 276
Incentive program liabilities
68 457
-68 457
0
Short-term liabilities as a result of a change in:
11 443
68 457
79 900
Incentive program liabilities
0
68 457
68 457
The table below shows the impact of the above change on the liabilities in DataWalk S.A.'s standalone statement
of financial position as at December 31, 2022.
Statement of Financial Position item
31.12.2022
change in
presentation
31.12.2022
(changed)
Long-term liabilities as a result of a change in:
712
-155
557
Incentive program liabilities
155
-155
0
Short-term liabilities as a result of a change in:
10 044
155
10 044
Incentive program liabilities
0
155
155
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
Strona | 59
………………………………………
………………………………………
………………………………………
Paweł Wieczyński
Krystian Piećko
Łukasz Socha
Chairman of the Board
Member of the Board
Member of the Board
Wroclaw, April 10, 2024
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