September 2023
DATAWALK CAPITAL GROUP
SUMMARY OF THE SEMI-ANNUAL
REPORT
for the 6-month period ended 30
th
June, 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
Page | 2
THE EXECUTIVE BOARD`S LETTER
Dear Investors,
Just like we expected, after a few slow quarters when it comes to sales, the business started picking up in the second
quarter of 2023. Our sales performance still remains well below our expectations, but at the same time, we can talk
about some successes we haven’t experienced in a while.
What was really important for us in the last weeks was closing a new contract with one of our top customers - Ally
Financial. The last months brought us an award from them, as well as a new order for a perpetual license - this shows
how successful we can be when working closely together with customers who are able to understand and appreciate
the power of DataWalk technology. And it wasn’t the only contract we signed in the last weeks - we onboarded
more really promising new customers in Q2.
Another big news that arrived in the last weeks came from our Americas team. DataWalk has been referenced in
four of the July 2023 Hype Cycles released by industry analyst firm Gartner Group. Gartner’s Hype Cycles assess
the maturity and potential of emerging technologies across various market sectors. These provide a framework for
understanding the various stages in technology adoption and can provide insights into where investments should be
made or avoided. Being included brings market recognition and might open doors to projects that have been out of
our reach until now. Gartner product mentions were also one of the strategic objectives we set in 2014 for this stage
of our development and although we aim to achieve more recognition from Gartner, being included in four Hype
Cycles is a major milestone in this regard.
One of our main focus in the last few quarters has been improving the capacity of our Field Engineering capability,
which has been a bottleneck for our growth. Below are some examples of improvement based on recent data:
Thanks to recent work in 2023 we’ve reduced the average system upgrade time for our customers by 82% and 51%
vs. 2021 and 2022 respectively - this saves the bandwidth of our engineers who can now focus more on the go-to
market activities.
Half of the implementation projects we’ve done in 2023 were delivered in 6 months or less, vs. all of them taking
more than 12 months in the past. We believe we can greatly improve that even further and are working on it now.
We are still bottlenecked by our Field Engineering, although thanks to the increase of capability and capacity in this
team, we can now take on more and bigger parallel projects and also invest in pre-sales activities.
Right now we are entering the most important part of the year when it comes to closing new contracts. We have high
hopes for the remaining few months and are working hard on delivering some really big, positive news. Yours
faithfully,
Paweł Wieczyński, CEO
DataWalk Spółka Akcyjna
ul. Rzeźnicza 32-33
50-130 Wrocław
KRS: 0000405409, NIP: 894 303 43 18, REGON: 021737247
Sąd rejestrowy: Sąd Rejonowy dla Wrocławia- Fabrycznej we Wrocławiu
VI Wydział Gospodarczy KRS Kapitał zakładowy: 513.298,80 zł w całości wpłacony
Page | 3
Sales funnel methodology and definitions of the stages of the sales process. Quantifiers of our Sales Funnel.
Stages of the Sales:
1. Establishing contact with a prospect (including through our campaigns or first business partners).
2. Identification of the situation - this stage ends when we established contact with the appropriate
representatives of the client.
3. Validation of customer needs and initial verification of the opportunity.
4. Full Qualification of the opportunity.
5. Engagement with the full client project team (including decision-makers and senior management)
in substantive discussions. For example: a pilot implementation may take place during this phase.
6. Purchase negotiations and procedures (initiation of a public tender procedure if applicable).
7. Finalization of the terms of the contract and award of the tender.
8. Execution of implementation and acceptance protocols authorizing the issuing of invoices for licenses and
individual stages of implementation.
The categorization of a potential customer as a Qualified Lead (Stage 4) occurs only when the customer confirms
the readiness to purchase and has an approved budget and a project team to execute the selection process and the
will to continue discussions with us.
The values presented below do not include projects that left the sales funnel due to the conversion of projects into
Completed Sales (conclusion of a contract, obtaining an acceptance protocol, recognition of all or a major part of
the project as revenue). Thus, the sales funnel presented below (stages 4-7 of the commercial process) constitutes
an overview for understanding the sales dynamics.
Based on a review of the funnel methodology in the first quarter of 2021, we started to include expected renewals
of term licenses and maintenance agreements, to better reflect anticipated revenue.
The overall growth of the funnel is expected to accelerate once we significantly increase our reference pool
(especially in North America) and sometime after we increase the sales team staffing.
Source: Issuer.
DataWalk Spółka Akcyjna
ul. Rzeźnicza 32-33
50-130 Wrocław
KRS: 0000405409, NIP: 894 303 43 18, REGON: 021737247
Sąd rejestrowy: Sąd Rejonowy dla Wrocławia- Fabrycznej we Wrocławiu
VI Wydział Gospodarczy KRS Kapitał zakładowy: 513.298,80 zł w całości wpłacony
Page | 4
Sales cycles counted from qualification of the lead can range on average from 18 months for the commercial sector
to 30 months in the public sector, but off course there are examples that are shorter or longer.
Given the “New Vendor” market position of the DataWalk Group, only a portion of leads will be converted into
contracts, especially in North America where we have fewer production customers to date than we have in Poland
and we are not yet a recognizable brand with a track record. Over time, we will be able to increase our close rate,
especially after we gain more customers in the most advanced markets in the world. The data presented above cannot
be considered a forecast of the future results of DataWalk S.A. and its capital group because there is great variability
in deal values, win rates as well as the impacts of cancelled projects and other variables.
The figures above represent the sum of the values of Leads based on the Stage of the Sales Funnel, not including the
remaining part of the sales funnel, which contains leads that are earlier in the sales process. The values of individual
Leads are calculated on the basis of the estimated size of the sales opportunity.
The sales funnel in Poland started being built in late 2015, results began to materialize with the acquisition of the
first few contracts including TUiR Warta (2017) and the Ministry of Finance (2018). After these successful
implementations resulted in very positive customer testimonials, we started to see more opportunities in the EMEA
region. The sales funnel in the Americas started being built in the second quarter of 2019 with the hiring of the first
two sales teams and although it is less mature in terms of time, it will address a much larger available market. The
key aspects affecting commercial processes in North America relate to the acquisition of the first references among
customers such as the intelligence and 6 US ministries (including the Department of Defense and the Department of
Justice), as well as the acquisition of the first customers in the commercial sector in 2021 (Ally Bank, MPA, GTL).
The first significant reference effects from deployments with the above clients began to appear in 2022.
DataWalk Spółka Akcyjna
ul. Rzeźnicza 32-33
50-130 Wrocław
KRS: 0000405409, NIP: 894 303 43 18, REGON: 021737247
Sąd rejestrowy: Sąd Rejonowy dla Wrocławia- Fabrycznej we Wrocławiu
VI Wydział Gospodarczy KRS Kapitał zakładowy: 513.298,80 zł w całości wpłacony
Page | 5
The table of contents
SELECTED CONSOLIDATED FINANCIAL DATA OF THE DATAWALK CAPITAL GROUP ........................ 6
SELECTED STANDALONE FINANCIAL DATA DATAWALK S.A.................................................................... 7
CONSOLIDATED FINANCIAL STATEMENT .................................................................................................... 10
Consolidated Statement of Financial Position (in thousands of PLN) ................................................................. 10
Consolidated Profit and Loss Account with The Statement of Comprehensive Income (in thousands of PLN) . 12
Consolidated Statement of Changes in Equity (in thousands of PLN) ................................................................. 14
Consolidated Cash Flow Statement (in thousands of PLN) ................................................................................. 16
SUMMARY AND ANALYSIS OF THE FINANCIAL RESULTS OF THE DATAWALK CAPITAL GROUP FOR
THE FIRST HALF OF 2023 .................................................................................................................................... 18
BASIS FOR THE PREPARATION OF INTERIM CONDENSED FINANCIAL STATEMENTS ........................ 25
DATAWALK GROUP'S CASH-SETTLED INCENTIVE PROGRAM ................................................................. 26
DATAWALK GROUP'S EQUITY-SETTLED INCENTIVE PROGRAM ............................................................. 31
MAJOR EVENTS THAT HAVE AN IMPACT ON THE DATAWALK GROUP'S RESULTS IN THE
REPORTING PERIOD ............................................................................................................................................ 37
SIGNIFICANT EVENTS AFTER THE BALANCE SHEET DATE AFFECTING THE GROUP'S OPERATIONS
................................................................................................................................................................................. 37
FACTORS EXPECTED TO AFFECT FURTHER GROUP’S DEVELOPMENT .................................................. 38
COMPANY'S AUTHORITIES ................................................................................................................................ 39
The Executive Board ............................................................................................................................................ 39
The Supervisory Board ........................................................................................................................................ 40
DESCRIPTION OF THE ORGANISATION OF THE DATAWALK CAPITAL GROUP AND CONSOLIDATED
ENTITIES ................................................................................................................................................................ 41
DataWalk S.A. ..................................................................................................................................................... 41
DataWalk Inc. ...................................................................................................................................................... 42
Overview of the DataWalk Capital Group ........................................................................................................... 43
Changes in the management rules of the Capital Group and the Company ......................................................... 43
THE SHAREHOLDING STRUCTURE OF THE DATAWALK S.A. .................................................................... 44
Shareholder structure as at September 6, 2023 (share in the total number of votes) ............................................ 44
Shareholder structure as at May 18, 2023 (share in the total number of votes) ................................................... 45
STRUCTURE OF SHAREHOLDINGS IN DATAWALK S.A. OR RIGHTS ATTACHED TO SHARES, HELD BY
MEMBERS OF THE ISSUER’S EXECUTIVE AND SUPERVISORY BOARDS ................................................ 46
STANDALONE FINANCIAL STATEMENT ........................................................................................................ 48
Standalone Statement of Financial Position (in thousands of PLN) .................................................................... 48
Standalone Profit and Loss Account with The Statement of Comprehensive Income (in thousands of PLN) ..... 50
Standalone Statement of Changes in Equity (in thousands of PLN) .................................................................... 52
Standalone Cash Flow Statement (in thousands of PLN) .................................................................................... 53
CHANGES IN ACCOUNTING POLICIES USED ................................................................................................. 54
DataWalk Spółka Akcyjna
ul. Rzeźnicza 32-33
50-130 Wrocław
KRS: 0000405409, NIP: 894 303 43 18, REGON: 021737247
Sąd rejestrowy: Sąd Rejonowy dla Wrocławia- Fabrycznej we Wrocławiu
VI Wydział Gospodarczy KRS Kapitał zakładowy: 513.298,80 zł w całości wpłacony
Page | 6
SELECTED CONSOLIDATED FINANCIAL DATA OF THE DATAWALK CAPITAL GROUP
The following table presents selected data regarding the consolidated financial statements of the DataWalk Capital Group.
SELECTED FINANCIAL DATA
from 01/01/2023
to 06/30/2023
from 01/01/2022
to 06/30/2022
from 01/01/2023
to 06/30/2023
from 01/01/2022
to 06/30/2022
in thousands of PLN
in thousands of PLN
in thousands of EUR
in thousands of EUR
Revenues from sales
13 558
18 162
2 939
3 912
Profit/Loss on sales
-5 401
-113 725
-1 171
-24 496
Operating profit (loss)
-10 230
-113 585
-2 218
-24 465
Pre-tax profit (loss)
-9 425
-113 403
-2 043
-24 426
Net profit (loss)
-13 298
-77 742
-2 883
-16 745
Total comprehensive income
-13 763
-76 992
-2 984
-16 584
The weighted average number of ordinary shares (pcs.)
5 132 988
4 886 048
5 132 988
4 886 048
Profit (loss) per share (in PLN/EUR)
-2,59
-15,91
-0,56
-3,43
Net cash generated (used) in operating activities
-18 057
-7 403
-3 914
-1 595
Net cash generated (used) in investing activities
-13 761
-6 241
-2 983
-1 344
Net cash (used) in financing activities
-349
-352
-76
-76
Total net cash flows
-32 167
-13 996
-6 973
-3 015
SELECTED FINANCIAL DATA
06/30/2023
12/31/2022
06/30/2023
12/31/2022
in thousands of PLN
in thousands of PLN
in thousands of EUR
in thousands of EUR
Total assets/equity and liabilities
81 481
110 575
18 309
23 577
Non-current assets
32 244
37 501
7 245
7 996
Current assets
49 237
73 074
11 064
15 581
Equity
21 999
29 399
4 943
6 268
Total liabilities
59 482
81 176
13 366
17 309
Long-term liabilities
47 769
69 733
10 734
14 869
Short-term liabilities
11 713
11 443
2 632
2 440
DataWalk Spółka Akcyjna
ul. Rzeźnicza 32-33
50-130 Wrocław
KRS: 0000405409, NIP: 894 303 43 18, REGON: 021737247
Sąd rejestrowy: Sąd Rejonowy dla Wrocławia- Fabrycznej we Wrocławiu
VI Wydział Gospodarczy KRS Kapitał zakładowy: 513.298,80 zł w całości wpłacony
Page | 7
SELECTED STANDALONE FINANCIAL DATA DATAWALK S.A.
The following table presents selected data on the standalone financial statements DataWalk S.A.
SELECTED FINANCIAL DATA
from 01/01/2023
to 06/30/2023
from 01/01/2022
to 06/30/2022
from 01/01/2023
to 06/30/2023
from 01/01/2022
to 06/30/2022
in thousands of PLN
in thousands of PLN
in thousands of EUR
in thousands of EUR
Revenues from sales
9 366
13 092
2 030
2 820
Profit/Loss on sales
-15 793
-108
-3 424
-23
Operating profit (loss)
-20 579
32
-4 461
7
Pre-tax profit (loss)
-28 249
-7 940
-6 124
-1 710
Net profit (loss)
-27 525
-8 376
-5 967
-1 804
Total comprehensive income
-27 525
-8 376
-5 967
-1 804
The weighted average number of ordinary shares (pcs.)
5 132 988
4 886 048
5 132 988
4 886 048
Profit (loss) per share (in PLN/EUR)
-5,36
-1,71
-1,16
-0,37
Net cash generated (used) in operating activities
-8 670
-5 562
-1 879
-1 198
Net cash generated (used) in investing activities
-20 287
-8 376
-4 398
-1 804
Net cash (used) in financing activities
-339
-352
-73
-76
Total net cash flows
-29 295
-14 291
-6 350
-3 078
SELECTED FINANCIAL DATA
06/30/2023
12/31/2022
06/30/2023
12/31/2022
in thousands of PLN
in thousands of PLN
in thousands of EUR
in thousands of EUR
Total assets/equity and liabilities
63 646
86 239
14 301
18 388
Non-current assets
22 481
22 186
5 051
4 731
Current assets
41 165
64 053
9 250
13 658
Equity
54 322
75 483
12 206
16 095
Total liabilities
9 324
10 756
2 095
2 293
Long-term liabilities
733
712
165
152
Short-term liabilities
8 591
10 044
1 931
2 142
DataWalk Spółka Akcyjna
ul. Rzeźnicza 32-33
50-130 Wrocław
KRS: 0000405409, NIP: 894 303 43 18, REGON: 021737247
Sąd rejestrowy: Sąd Rejonowy dla Wrocławia- Fabrycznej we Wrocławiu
VI Wydział Gospodarczy KRS Kapitał zakładowy: 513.298,80 zł w całości wpłacony
Page | 8
Applied EUR / PLN rates:
• Items of the statement of financial position were translated at the average rate of the euro published by the
Polish National Bank, valid on the last day of the reporting period.
Rate on the last day of the period
06/30/2023
12/31/2022
1 EUR
4,4503
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 06/30/2023
to 06/30/2022
1 EUR
4,6130
4,6427
DATAWALK CAPITAL GROUP
SUMMARY OF THE CONDENSED
CONSOLIDATED SEMI-ANNUAL
FINANCIAL STATEMENT
for the 6-month period ended 30
th
June 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
Page | 10
CONSOLIDAT ED FINANCIAL STATEMENT
Consolidated Statement of Financial Position (in thousands of PLN)
ASSETS
06/30/2023
12/31/2022
A.
Non-current assets
32 244
37 501
I.
Fixed assets
378
486
II.
Goodwill
0
0
III.
Intangible assets
19 530
19 530
IV.
Right-of-use assets
895
1 075
V.
Long-term receivables
152
152
VI.
Long-term prepayments
103
1 199
VII.
Deferred tax assets
11 186
15 059
B.
Current assets
49 237
73 074
I.
Contract assets
1 188
927
II.
Trade receivables
9 990
9 654
III.
Receivables from income tax
5
104
IV.
Other receivables
1 474
1 476
V.
Financial assets
8 179
0
VI.
Prepayments
2 965
3 315
VII.
Cash and cash equivalents
25 435
57 598
TOTAL ASSETS
81 481
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
Page | 11
EQUITY AND LIABILITIES
06/30/2023
12/31/2022
A.
Equity
21 999
29 399
Equity attributable to shareholders of the parent
company
21 999
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
38 017
31 653
VI.
Net profit (loss) for the current year
-13 298
-116 744
VII.
Foreign exchange translation differences
548
1 014
Non-controlling interests
0
0
B.
Long-term liabilities
47 769
69 733
I.
Deferred tax liabilities
0
0
II.
Lease liabilities
337
557
III.
Bank loans and borrowings
625
719
IV.
Incentive program liabilities
46 807
68 457
C.
Short-term liabilities
11 713
11 443
I.
Trade liabilities
4 100
4 559
II.
Income tax liabilities
0
0
III.
Lease liabilities
605
547
IV.
Bank loans and borrowings
36
0
V.
Other liabilities
1 032
702
VI.
Other provisions
1 150
1 925
VII.
Contract liabilities
4 790
3 710
TOTAL EQUITY AND LIABILITIES
81 481
110 575
NET ASSET VALUE PER SHARE
06/30/2023
12/31/2022
Net asset value
21 999
29 399
A number of shares (pcs.)
5 132 988
5 132 988
Net asset value per share (in PLN)
4,29
5,73
A diluted number of shares (pcs.)
5 425 629
5 365 406
Diluted net asset value per share (in PLN)
4,05
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 June 30, 2023 amounted to 5 425 629, including 262 641 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
Page | 12
Consolidated Profit and Loss Account with The Statement of Comprehensive
Income (in thousands of PLN)
PROFIT AND LOSS ACCOUNT
01/01/2023 –
06/30/2023
01/01/2022 –
06/30/2022
04/01/2023 –
06/30/2023*
04/01/2022 –
06/30/2022**
Continuing operations
A.
Revenues
13 558
18 162
10 339
13 979
B.
Operating costs
18 959
131 888
23 839
120 234
Materials and Energy
126
415
41
197
Employee benefits
15 486
13 036
8 199
6 994
Employee benefits - Share-based
Payment
-15 286
106 249
6 316
106 249
Amortization and depreciation
2 434
1 320
1 295
675
External services
14 984
10 164
7 588
5 650
Other costs
1 215
703
399
468
C.
Profit/Loss on sales
-5 401
-113 725
-13 500
-106 254
Other operating income
293
182
135
114
Other operating costs
5 190
39
5 184
38
Loss (profit) from expected credit
losses
-67
3
101
2
D.
Operating profit (loss)
-10 230
-113 585
-18 650
-106 180
Financial income
957
206
352
-80
Financial costs
151
24
119
13
E.
Pre-tax profit (loss)
-9 425
-113 403
-18 418
-106 273
Income tax
3 873
-35 661
-845
-35 817
F.
Net profit (loss) from continuing
operations
-13 298
-77 742
-17 573
-70 456
Discontinued operations
0
0
0
0
Net profit (loss) from discontinued
operations
0
0
0
0
G.
Net profit (loss)
-13 298
-77 742
-17 573
-70 456
NET PROFIT (LOSS)
ATTRIBUTABLE TO:
01/01/2023 –
06/30/2023
01/01/2022 –
06/30/2022
04/01/2023 –
06/30/2023*
04/01/2022 –
06/30/2022**
- shareholders of the parent company
-13 298
-77 742
-17 573
-70 456
- non-controlling interests
0
0
0
0
STATEMENT OF COMPREHENSIVE
INCOME
01/01/2023 –
06/30/2023
01/01/2022 –
06/30/2022
04/01/2023 –
06/30/2023*
04/01/2022 –
06/30/2022**
Net profit (loss)
-13 298
-77 742
-17 573
-70 456
Other comprehensive income
-465
750
-279
662
1. Items that will not be reclassified to
profit or loss
0
0
0
0
2. Items that will be reclassified to profit
or loss:
-465
750
-279
662
a) Exchange differences in translating
foreign operations
-465
750
-279
662
Total comprehensive income
-13 763
-76 992
-17 852
-69 794
DataWalk Spółka Akcyjna
ul. Rzeźnicza 32-33
50-130 Wrocław
KRS: 0000405409, NIP: 894 303 43 18, REGON: 021737247
Sąd rejestrowy: Sąd Rejonowy dla Wrocławia- Fabrycznej we Wrocławiu
VI Wydział Gospodarczy KRS Kapitał zakładowy: 513.298,80 zł w całości wpłacony
Page | 13
TOTAL COMPREHENSIVE INCOME
ATTRIBUTABLE TO:
01/01/2023 –
06/30/2023
01/01/2022 –
06/30/2022
04/01/2023 –
06/30/2023*
04/01/2022 –
06/30/2022**
- shareholders of the parent company
-13 763
-76 992
-17 582
-69 794
- non-controlling interests
0
0
0
0
PROFIT (LOSS) PER SHARE
ATTRIBUTABLE TO:
01/01/2023 –
06/30/2023
01/01/2022 –
06/30/2022
04/01/2023 –
06/30/2023*
04/01/2022 –
06/30/2022**
Continuing operations
A number of shares (pcs.)
5 132 988
4 886 048
5 132 988
4 886 048
Profit (loss) per share (in PLN)
-2,59
-15,91
-3,42
-14,42
A diluted number of shares (pcs.)
5 410 864
4 975 047
5 410 864
4 975 047
Diluted profit (loss) per share (in PLN)
-2,46
-15,63
-3,25
-14,17
Discontinued operations
A number of shares (pcs.)
5 132 988
4 886 048
5 132 988
4 886 048
Profit (loss) per share (in PLN)
0
0
0
0
A diluted number of shares (pcs.)
5 410 864
4 975 047
5 410 864
4 975 047
Diluted profit (loss) per share (in PLN)
0
0
0
0
Continuing and discontinued operations
A number of shares (pcs.)
5 132 988
4 886 048
5 132 988
4 886 048
Profit (loss) per share (in PLN)
-2,59
-15,91
-3,42
-14,42
A diluted number of shares (pcs.)
5 410 864
4 975 047
5 410 864
4 975 047
Diluted profit (loss) per share (in PLN)
-2,46
-15,63
-3,25
-14,17
The value of net profit (loss) per share was calculated in relation to the weighted average number of DataWalk S.A.
shares for the period. The number of shares calculated this way for the first half of 2023 was 5 132 988; for the first
half of 2022, it was 4 886 048.
The weighted average diluted number of shares of the Company in the first half of 2023 amounted to 5 410 864,
including 292 641 shares under the incentive program.
The weighted average diluted number of shares of the Company in the first half 2022 amounted to 4 975 047,
including 88 999 shares under the incentive program.
* The data for the second quarter of 2023 was determined by subtracting from the data for the first half of 2023
(covered by the review) the data presented by the Company in the report for the first quarter of 2023.
** The data for the second quarter of 2022 was determined by subtracting from the data for the first half of 2022
(covered by the review) the data presented by the Company in the report for the first quarter of 2022.
DataWalk Spółka Akcyjna
ul. Rzeźnicza 32-33
50-130 Wrocław
KRS: 0000405409, NIP: 894 303 43 18, REGON: 021737247
Sąd rejestrowy: Sąd Rejonowy dla Wrocławia- Fabrycznej we Wrocławiu
VI Wydział Gospodarczy KRS Kapitał zakładowy: 513.298,80 zł w całości wpłacony
Page | 14
Consolidated Statement of Changes in Equity (in thousands of PLN)
STATEMENT OF CHANGES
IN EQUITY
Share
capital
Share
premium
Other
capitals
Foreign
exchange
translation
differences
Reserve
capital
Profit (loss)
from
previous
years
Net profit
(loss) for the
current
period
Equity
attributable to
shareholders of
the parent
company
Equity
attributable
to non-
controlling
interests
Total
equity
Balance as at 01/01/23
513
171 968
9 965
1 014
31 653
-68 970
-116 744
29 399
0
29 399
Equity increase (decrease)
0
0
0
-465
6 364
-116 744
103 446
-7 399
0
-7 399
Total comprehensive income
0
0
0
-465
0
0
-13 298
-13 763
0
-13 763
Net profit (loss)
0
0
0
0
0
0
-13 298
-13 298
0
-13 298
Exchange differences in
translating foreign operations
0
0
0
-465
0
0
0
-465
0
-465
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
6 364
0
0
6 364
0
6 364
Balance as at 06/30/2023
513
171 968
9 965
548
38 017
-185 714
-13 298
21 999
0
21 999
DataWalk Spółka Akcyjna
ul. Rzeźnicza 32-33
50-130 Wrocław
KRS: 0000405409, NIP: 894 303 43 18, REGON: 021737247
Sąd rejestrowy: Sąd Rejonowy dla Wrocławia- Fabrycznej we Wrocławiu
VI Wydział Gospodarczy KRS Kapitał zakładowy: 513.298,80 zł w całości wpłacony
Page | 15
STATEMENT OF CHANGES
IN EQUITY
Share
capital
Share
premium
Other
capitals
Foreign
exchange
translation
differences
Reserve
capital
Profit (loss)
from
previous
years
Net profit
(loss) for the
current
period
Equity
attributable
to
shareholders
of the parent
company
Equity
attributable
to non-
controlling
interests
Total equity
Balance as at 01/01/2022
489
133 859
9 965
347
2 771
-67 321
-1 648
78 462
0
78 462
Equity increase (decrease)
0
0
0
750
0
- 1 648
-76 093
-76 992
0
-76 992
Total comprehensive income
0
0
0
750
0
0
-77 742
-76 992
0
-76 992
Net profit (loss)
0
0
0
0
0
0
-77 742
-77 742
0
-77 742
Exchange differences in
translating foreign operations
0
0
0
750
0
0
0
750
0
750
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
-1 648
1 648
0
0
0
Changes in equity resulting from
IFRS 2
0
0
0
0
0
0
0
0
0
0
Balance as at 06/30/2022
489
133 859
9 965
1 097
2 771
-68 970
-77 742
1 469
0
1 469
DataWalk Spółka Akcyjna
ul. Rzeźnicza 32-33
50-130 Wrocław
KRS: 0000405409, NIP: 894 303 43 18, REGON: 021737247
Sąd rejestrowy: Sąd Rejonowy dla Wrocławia- Fabrycznej we Wrocławiu
VI Wydział Gospodarczy KRS Kapitał zakładowy: 513.298,80 zł w całości wpłacony
Page | 16
Consolidated Cash Flow Statement (in thousands of PLN)
CASH FLOW STATEMENT
01/01/2023 –
06/30/2023
01/01/2022 –
06/30/2022
Cash flows from operating activities
Net profit (loss)
- 13 298
-77 742
Adjustments, including:
- amortization and depreciation
2 434
1 320
- foreign exchange gains (losses)
-567
806
- interest expenses
49
24
- income from interest and dividends
- 1 466
-5
- profit (loss) on investing activities
-126
0
- impairment of intangible assets
5 155
0
- share-based payment (equity-settled)
6 364
0
- share-based payment (cash-settled)
-21 649
106 249
- change in receivables
-334
-323
- change in provisions
-777
639
- change in liabilities other than incentive program
-130
1 026
- change in prepayments
5 469
-35 536
- change in contract assets and contract liabilities
819
-3 829
- other adjustments
0
-32
Net cash generated (used) in operating activities
-18 057
-7 403
Cash flows from investing activities
Purchase of intangible assets
7 166
6 018
Purchase of property, plant, and equipment
12
170
Proceeds from the sale of property, plant and equipment
40
0
Inflow from bank deposits (over 3 months)
0
0
Outflows from bank deposits (over 3 months)
8 090
90
Proceeds from governmental subsidies
0
32
Interest received
1 466
5
Net cash generated (used) in investing activities
-13 761
-6 241
Cash flows from financing activities
Proceeds from issue of share capital
0
0
Repayments of bank loans and borrowings
10
0
Payment of finance lease liabilities
290
341
Interest paid
49
11
Other outflows
0
0
Net cash generated (used) in financing activities
-349
-352
Total net cash flows
-32 167
-13 996
Opening balance of cash
57 598
51 650
Change in cash due to foreign currency translation
4
-6
Change in the cash balance, net
-32 163
-14 002
Closing balance of cash
25 435
37 648
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 | 17
COMMENTARY AND ADDITIONAL
INFORMATION FOR THE CONDENSED
INTERIM CONSOLIDATED FINANCIAL
STATEMENTS OF THE DATAWALK
CAPITAL GROUP
DataWalk Spółka Akcyjna
ul. Rzeźnicza 32-33
50-130 Wrocław
KRS: 0000405409, NIP: 894 303 43 18, REGON: 021737247
Sąd rejestrowy: Sąd Rejonowy dla Wrocławia- Fabrycznej we Wrocławiu
VI Wydział Gospodarczy KRS Kapitał zakładowy: 513.298,80 zł w całości wpłacony
Page | 18
SUMMARY AND ANALYSIS OF THE FINANCIAL RESULTS OF THE DATAWALK
CAPITAL GROUP FOR THE FIRST HALF OF 2023
Commentary on the financial results of the DataWalk Group
In the first half of 2023, the value of the DataWalk Group's revenue amounted to PLN 13 558 thousand, down 25%
compared to the first half of 2022.
The sales potential of the Group, as well as of the Company, in the first half of 2023, as in the whole of 2022, was
still limited due to insufficient capacity in so-called Field Engineering. Our pre- and post-sales teams turned out to
be unable to handle the growing number of customers and the complexity of contracts we've been working on. This
problem was identified and addressed over a year ago. There are now noticeable effects of the changes made to how
these teams operate. However, a sustained return to a growth path of more than 50% year-on-year requires further
work on process improvement and the development of the staff involved.
The Group is still in a dynamic growth stage, as evidenced by regular double-digit increases in projects qualified for
the sales funnel.
The revenue in the Americas market in the first half of 2023 amounted to PLN 8 678 thousand, while in the
comparable period, it was PLN 8 453 thousand, which means an increase of 3%. The U.S. team is steadily building
DataWalk's position in America's market. Although operations are still in the early market expansion stage, the
Group has acquired another two customers from this area (in the public sector). The Group is also expanding
cooperation with existing customers, as exemplified by the receipt of additional orders, particularly from Ally
Financial.
In the first half of 2023, the Group recorded a decrease in revenue in the other markets (EMEA and APAC regions),
which amounted to PLN 4 880 thousand, down 50% from the PLN 9 709 thousand revenue reached in the
comparable period. It was mainly due to the lack of acquisition of new customers in this segment and the focus on
completing implementation projects and maintaining cooperation with existing customers, thanks to which the
Group maintains a 100% retention rate of customers.
As of the balance sheet date, June 30, 2023, the deferred revenue amounts to PLN 4 790 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") for
PLN 4 408 thousand and implementation services for PLN 382 thousand.
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 limits cost growth until it achieves the expected
improvement in the sales dynamic.
As a result of the measures taken, operating expenses adjusted for the cost of the incentive program stabilized in the
last three quarters at an average level of about PLN 17 200 thousand, as well as the value of capital expenditures in
the further development of the DataWalk platform at an average of about PLN 3 500 thousand.
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.
As a result of the conclusion of agreements with participants of the RSU-based program, as of June 30, 2023, the
Group estimated the value and recognized the cost and liability arising from the ongoing program at PLN 46 807
thousand. In the first half of 2023, the Group recognized the effects of the remeasurement of RSUs in the negative
amount of PLN 21 649 thousand. Negative operating costs of PLN 21 649 thousand consisted of recognition in the
reporting period of the estimated amount of RSUs vested in the first half of 2023 amounting to PLN 1 844 thousand,
as well as a value of PLN -23 493 thousand, which represents the negative difference in the valuation of RSUs as of
the balance sheet date of June 30, 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
DataWalk Spółka Akcyjna
ul. Rzeźnicza 32-33
50-130 Wrocław
KRS: 0000405409, NIP: 894 303 43 18, REGON: 021737247
Sąd rejestrowy: Sąd Rejonowy dla Wrocławia- Fabrycznej we Wrocławiu
VI Wydział Gospodarczy KRS Kapitał zakładowy: 513.298,80 zł w całości wpłacony
Page | 19
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 for the first half of the 2023 the
cost and a corresponding increase in equity resulting from the program at a total amount of PLN 6 364 thousand.
Thus, the total value of the Company's ongoing share-based incentive program reported in equity as of June 30,
2023, amounted to PLN 38 017 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 the
first half of 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. 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 25 419 thousand. The Company began depreciating them,
which increased this cost item relative to the first half of 2022.
Because the growth rate of revenues and costs achieved in the first half of 2023 did not differ materially from the
assumptions used in the 2022 impairment tests, the Executive Board decided that there were no reasons to make a
new test of the value of intangible assets. Based on the prudence principle, the Executive Board recognized an
impairment loss on intangible assets allocated to the cash-generating unit responsible for developing the DataWalk
platform and selling DataWalk software licenses, part of the DataWalk S.A. operating segment. As a result of the
write-down, the carrying value of the assets mentioned above, as of the balance sheet date of June 30, 2023, reflects
the value obtained under last year's impairment test.
As a result of the impairment test of intangible assets carried out as of the balance sheet date of December 31, 2022,
the estimated recoverable amount of the CGU both as of that date and as of the balance sheet date of June 30, 2023,
was PLN 19 530 thousand. Accordingly, the determined amount of the impairment loss at the end of the first half of
2023 was PLN 5 155 and fully recognized in the consolidated financial statements under other operating expenses.
In the opinion of the Executive Board, reasonably possible changes in key assumptions will not result in an excess
of the CGU's carrying value over its recoverable amount.
The above operation is non-cash and does not affect the Issuer and the Group's current financial situation.
DataWalk Spółka Akcyjna
ul. Rzeźnicza 32-33
50-130 Wrocław
KRS: 0000405409, NIP: 894 303 43 18, REGON: 021737247
Sąd rejestrowy: Sąd Rejonowy dla Wrocławia- Fabrycznej we Wrocławiu
VI Wydział Gospodarczy KRS Kapitał zakładowy: 513.298,80 zł w całości wpłacony
Page | 20
The DataWalk Group financial results
The table below presents selected consolidated financial data for the first half of 2023 and the comparable period of
2022.
Position
01/01/2023 –
06/30/2023
01/01/2022 –
06/30/2022
Change
Change %
Revenues
13 558
18 162
-4 605
-25%
Operating costs
18 959
131 888
-112 929
-86%
Profit/Loss on sales
-5 401
-113 725
108 324
-95%
Other operating income
293
182
Other operating costs
5 190
39
Loss (profit) from expected credit losses
-67
3
EBIT
-10 230
-113 585
103 355
-91%
Net profit (loss) attributable to shareholders of the
parent company
-13 298
-77 742
64 444
-83%
Operating costs
18 959
131 888
-112 929
-86%
Amortization and depreciation
2 434
1 320
1 114
84%
Share-based incentive program costs
-15 286
106 249
Operating costs excluding amortization and
depreciation as well as share-based incentive
program
31 811
24 319
7 492
31%
Impairment of intangible assets
5 155
0
EBITDA
-7 796
-112 265
104 469
-93%
Adjusted EBITDA
-17 994
-6 013
-11 981
199%
CFO
bt
-18 057
-7 403
-10 654
144%
CAPEX
-7 178
-6 188
-990
16%
FCF
-25 235
-13 591
-11 644
86%
Financial assets (bank deposits over 3 months)
8 179
90
8 089
8962%
Closing balance of cash
25 435
37 648
-12 213
-32%
Cash and bank deposits over 3 months at the end
of the period
33 614
37 738
-4 124
-11%
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
Page | 21
Net profit attributable to shareholders of the parent company at the end of the first half of 2023 amounted
to PLN 13 298 thousand, while in the corresponding period of 2022, the Group reported a net loss of PLN 77 742
thousand.
The most significant impact on the change in the Group's consolidated financial result for the first half of 2023
relative to the comparable period was:
• a decrease in costs related to the share-based incentive program in the total amount of PLN 121 535
thousand to the comparable period, when the Group, for the first time, recognized in the financial statements
the valuation of the incentive program under IFRS 2 (non-cash expense, with no impact on the current
financial position of the Issuer and the Group;
• a difference in the valuation of the deferred tax asset main component, i.e., incentive program liability,
amounted to PLN 39 534 thousand following the RSU's revaluation as of the June 30, 2023 balance sheet
date;
• an increase in the costs of salaries and external services related to the development and growing scale of
the Group's operations, both in the area of increasing the number of specialists in engineering, solution
design, and sales, as well as ongoing processes related to international commercialization, amounting to
PLN 7 240 thousand, or 41% compared to the comparable period;
• a decrease in sales revenue amounting to PLN 4 605 thousand, or 25% compared to the comparable period;
• an increase in depreciation and amortization costs by PLN 1 114 thousand due to the release of new versions
of DataWalk software, or 84% compared to the comparable period.
The revenue structure of the DataWalk Group
In the first half of 2023, revenue from license sales amounted to PLN 7 100 thousand, represented 52% of the Group's
total revenue and was 43% lower than in the comparable period. The decrease in license revenue compared to the
first half of 2022 is due to the number of new customers acquired who decided to purchase the DataWalk platform.
The Group acquired three customers in the first half of 2023, while it was six customers in the comparable period.
Revenues from the sale of implementation services amounted to PLN 1 855 thousand and were 16% higher than in
the first half of 2022. In the discussed period, revenue from technical support services amounted to PLN 4 460
thousand, accounted for 33% of the Group's total revenues and was 10% higher than in the comparable period of
2022. Other revenues result from sales of DataWalk software-related additional services.
The table below presents consolidated revenues for the first half of 2023, and in the comparable period of 2022.
Position
01/01/2023 –
06/30/2023
01/01/2022 –
06/30/2022
Change
Licenses sale
7 100
12 351
-43%
Implementation services
1 855
1 603
16%
Technical support
4 460
4 052
10%
Other
142
156
-9%
Total
13 558
18 162
-25%
Source: Issuer.
DataWalk Spółka Akcyjna
ul. Rzeźnicza 32-33
50-130 Wrocław
KRS: 0000405409, NIP: 894 303 43 18, REGON: 021737247
Sąd rejestrowy: Sąd Rejonowy dla Wrocławia- Fabrycznej we Wrocławiu
VI Wydział Gospodarczy KRS Kapitał zakładowy: 513.298,80 zł w całości wpłacony
Page | 22
The table below presents the currency structure of revenue in the first half of 2023, and in the comparable period of
2022.
Position
01/01/2023 – 06/30/2023
01/01/2022 – 06/30/2022
PLN (Polish zloty)
26%
36%
USD (U.S. Dollar)
74%
64%
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 the first half of 2023 by regions (in thousands of
PLN).
Revenues by region
01/01/2023 – 06/30/2023
Share in total revenues (%)
Poland
3 461
26%
North and South America
8 678
64%
Other regions
1 419
10%
Total
13 558
100%
Source: Issuer.
The table below presents the revenues of the DataWalk Group in the first half of 2022 by region (in thousands of
PLN).
Revenues by region
01/01/2022 – 06/30/2022
Share in total revenues (%)
Poland
6 503
36%
North and South America
8 453
47%
Other regions
3 207
18%
Total
18 162
100%
Source: Issuer.
Cash flow of the DataWalk Group
The Group's cash flow from operating activities (CFO) in the first half of 2023 amounted to PLN -18 057 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 17 994 thousand.
The Group's cash flow from investing activities (CFI) in the first half of 2023 amounted to PLN -13 761 thousand.
CFI was most affected by: i) capitalized development costs of DataWalk software of PLN 7 166 thousand; ii) outflow
resulting from establishing bank deposits with maturities of more than three months in the total amount of PLN
8 090 thousand, presented under financial assets; and iii) interest received on bank deposits of PLN 1 466 thousand.
The Group's cash flow from financing activities (CFF) in the first half of 2023 amounted to PLN -349 thousand.
CFF was most affected by the net outflow of funds from the repayment of the Issuer's lease liabilities of PLN 339
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
Page | 23
The table below presents the cash flow of the DataWalk Group for the first half of 2023 and comparable period of
2022.
Position
01/01/2023 –
06/30/2023
01/01/2022 –
06/30/2022
Change
CFO
-18 057
-7 403
144%
CFI, including:
-13 761
-6 241
120%
- CAPEX
-7 178
-6 188
16%
CFF
-349
-352
-1%
Total net cash flows
-32 167
-13 996
130%
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 June 30, 2023, and December 31, 2022.
Assets
06/30/2023
12/31/2022
Change
Intangible assets
19 530
19 530
0%
Right-of-use assets
895
1 075
-17%
Contract assets
1 188
927
28%
Trade receivables
9 990
9 654
3%
Other short-term receivables
1 479
1 580
-6%
Cash and cash equivalents
25 435
57 598
-56%
Deferred tax assets
11 186
15 059
-26%
Other assets
11 778
5 152
129%
Total assets
81 481
110 575
-26%
Source: Issuer.
Equity and liabilities
06/30/2023
12/31/2022
Change
Equity
21 999
29 399
-25%
Incentive program liabilities
46 807
68 457
-32%
Trade payables
4 100
4 559
-10%
Bank loans and borrowings
661
719
-8%
Lease liabilities
942
1 103
-15%
Contract liabilities
4 790
3 710
29%
Other liabilities
2 182
2 627
-17%
Total equity and liabilities
81 481
110 575
-26%
Source: Issuer.
DataWalk Spółka Akcyjna
ul. Rzeźnicza 32-33
50-130 Wrocław
KRS: 0000405409, NIP: 894 303 43 18, REGON: 021737247
Sąd rejestrowy: Sąd Rejonowy dla Wrocławia- Fabrycznej we Wrocławiu
VI Wydział Gospodarczy KRS Kapitał zakładowy: 513.298,80 zł w całości wpłacony
Page | 24
The table below presents selected financial ratios of the DataWalk Group as at June 30, 2023, as well as
December 31, 2022.
Position
06/30/2023
12/31/2022
Current ratio
4,2
6,4
Quick Ratio
4,0
6,1
Cash Ratio
2,2
5,0
Debt ratio
16%
12%
Debt / Equity
0,0
0,0
Debt-to-Equity Ratio
18%
13%
Working Capital (in thousands PLN)
37 524
61 630
Source: Issuer.
Current ratio = Current assets (short-term) / Current liabilities (short-term),
Quick Ratio = (Cash and cash equivalents + Short-term investments + Account receivables) / Current liabilities (short-term),
Cash Ratio = Cash and cash equivalents / Current liabilities (short-term),
Debt ratio = (Total liabilities excluding RSU-based incentive program liabilities) / Total assets × 100%,
Debt / Equity = (Interest-bearing bank loans + Debt securities + Liabilities due to finance leases) / Total Shareholders’ Equity + non-cash cost of
RSU-based incentive program),
Debt-to-Equity Ratio = (Total Liabilities excluding RSU-based incentive program liabilities) / (Total Shareholders’ Equity + non-cash cost of
RSU-based incentive program) × 100%,
Working Capital = Current assets (short-term) - Current liabilities (short-term).
The Executive Board decided to adjust the Debt ratio, Debt/Equity, as well as the Debt-to-Equity ratio for the cost
of the RSU-based incentive program both due to the materiality of this item in liabilities and equity (in the income
items), as well as due to the future and contingent nature of this liability and the fact, that the recognized costs are
currently non-cash and have no impact on the Group's current financial position. The “DATAWALK GROUP'S
CASH-SETTLED INCENTIVE PROGRAM” includes details of this program.
DataWalk Spółka Akcyjna
ul. Rzeźnicza 32-33
50-130 Wrocław
KRS: 0000405409, NIP: 894 303 43 18, REGON: 021737247
Sąd rejestrowy: Sąd Rejonowy dla Wrocławia- Fabrycznej we Wrocławiu
VI Wydział Gospodarczy KRS Kapitał zakładowy: 513.298,80 zł w całości wpłacony
Page | 25
BASIS FOR THE PREPARATION OF INTERIM CONDENSED FINANCIAL
STATEMENTS
The interim condensed financial statements have been prepared in accordance with the historical cost convention,
except for financial assets carried at fair value through profit or loss or through other comprehensive income,
financial assets carried at amortized cost, and financial liabilities carried at fair value through profit or loss.
The interim condensed financial statements have been prepared on a going-concern basis, assuming the Company
will continue its business activities for at least 12 months from the balance sheet date.
The Management analyzed circumstances affecting the entity's ability to continue as a going concern. During the
analysis, significant uncertainties regarding events and circumstances that may cast doubt on the entity's ability to
continue as a going concern were identified, including:
• decline in sales;
• negative cash flows from operating activities;
• unfavorable profitability ratios.
To the best knowledge of the Company's Management and based on a comprehensive sales forecast and analysis of
the sales funnel (qualified leads), the Company plans to generate higher revenue streams in the upcoming months
compared to the last six months, which is essential to sustain its current scale of operations. These forecasts align
with market trends and do not require significant capital expenditures or the attainment of additional operating or
financial resources.
Simultaneously, the Company's Management is undertaking several initiatives to improve operational performance
and liquidity, including:
• Increased the efficiency of implementation teams through standardization and automation of most
deployment stages, significantly reducing the time required for effective DataWalk platform deployment
to t customers and thereby increasing the throughput of the entire sales and implementation team.
• Conducted a cost reduction program through employment rightsizing and renegotiating purchase prices
with key service providers. As a result, the Company expects reduced operating costs and improved net
cash flow.
Management analyzed the abovementioned circumstances and, based on its results, assumed the continuation of the
business activities in the foreseeable future when preparing the financial statement. In the opinion of the
Management Board, the working capital currently available to the Company, future planned contract inflows that
the Company intends to secure by 31.12.2023, as well as measures taken to manage operating costs, are aimed at
improving financial liquidity in the next 12 months. The existing circumstances did not indicate significant
uncertainties to the entity's ability to continue as a going concern. Therefore, the financial statements were prepared
on a going-concern basis.
However, at the same time, the Executive Board notes that at the current stage of the Company's development, when
the Company is generating negative cash flow from operations, the Company's continued operation in its current
form and development is closely linked to securing external financing, in the form of equity and/or debt financing.
Proactive steps have been taken to explore available sources of financing to support planned further capital
expenditures. These activities will likely contribute to the Company's further development in both product and
market expansion areas and will positively impact the Company's long-term profitability. The effects of the planned
financing activities should be known by the end of the current calendar year.
The Company's Executive Board emphasizes that business operations involve inherent uncertainties and risks.
Despite the measures taken by the Company's Executive Board to support the Company's financial stability, it is
necessary to recognize that factors such as changes in market conditions, customer demand, the regulatory
environment and unexpected events may affect the Company's ability to achieve its 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
Page | 26
DATAWALK GROUP'S CASH-SETTLED INCENTIVE PROGRAM
Information on estimates
The Group carries out an incentive program using cash-settled share-based payment transactions. The program is
based on derivative financial instruments, entitling the holder to receive payment of a cash amount in the amount
and under the conditions specified in the Regulations and the Participation Agreement (so-called Restricted Stock
Units, hereinafter "RSUs"). This program is recognized in the consolidated financial statements following IFRS 2.
To comply with IFRS 2, the Group recognizes an amount for services received during the vesting period, using the
best available estimate of the number of equity instruments for which vesting will occur. If necessary, the entity
revises these estimates if subsequent information indicates that the number of equity instruments to be vested differs
from previous estimates. At the vesting date, the entity adjusts the estimate to the level of the number of equity
instruments that ultimately vest.
Recognition of an incentive program requires the performance of an analyzis that involves making certain
assumptions and applying professional judgment, particularly regarding the number of equity instruments that will
vest during the reporting period and the valuation of the RSU. At each balance sheet date, the Group estimates the
number of equity instruments for which vesting will occur and their fair value during the reporting period to
recognize in the financial statements the relevant liabilities and the Group's costs resulting from the incentive
program.
The character and principles of the long-term cash-settled Incentive Program of the DataWalk Capital Group
On June 30, 2020, the General Meeting of DataWalk S.A. adopted a resolution to introduce an Incentive Program
(the "Program") aimed at members of key personnel who are Employees, Associates or members of the Executive
Board ("Eligible Persons") of the Group. The Program's Regulations were adopted by the Company's Executive
Board and subsequently approved by the Supervisory Board in a resolution of March 18, 2022.
The Program's provisions are effective as of the date of adoption of the Regulations by the Supervisory Board and
shall remain in force until the date of termination by the Executive Board with the effects referred to in the
Regulations. The Executive Board may at any time, with the approval of the Supervisory Board, decide to terminate
the Program or make changes to it.
The purpose of the Program is to attract and retain members of key personnel on a long-term basis for both the
Company and/or its Subsidiaries by creating: additional market-attractive tools to fully identify and identify key
personnel with the Group, its long-term goals, motivating them to pay special attention to the Group's long-term
performance, maintaining the Group's dynamic growth in value, and linking the interests of these individuals to the
interests of the Group and, consequently, to the interests of its shareholders, thereby linking the long-term value of
the Group to the long-term goals of the individuals comprising the key personnel.
The maximum number of RSUs that may be granted in aggregate to all Eligible Persons under the Program may not
exceed 1,120,000 units. The maximum duration of the Eligible Persons' right to exercise RSUs is 10 years from the
signing of the Program Participation Agreement, under which the Eligible Person becomes entitled to receive cash
upon meeting certain vesting conditions.
In share-based payment transactions, the Group receives services from Eligible Persons and incurs an obligation to
spend cash, which is based on the price (or value) of the Company's shares as remuneration.
The Eligible Persons were offered to enter into agreements regarding participation in the Program (the "Participation
Agreement"), which set forth the terms and conditions for the Eligible Persons' entitlement to receive derivative
financial instruments within the meaning of the Financial Instruments Trading Act of July 29, 2005 (Journal of Laws
No. 183, item 1538, as amended) entitling them to receive payment of a cash amount in the amount and under the
terms and conditions set forth in the Regulations and the Participation Agreement (so-called Restricted Stock Units,
hereinafter "RSUs").
DataWalk Spółka Akcyjna
ul. Rzeźnicza 32-33
50-130 Wrocław
KRS: 0000405409, NIP: 894 303 43 18, REGON: 021737247
Sąd rejestrowy: Sąd Rejonowy dla Wrocławia- Fabrycznej we Wrocławiu
VI Wydział Gospodarczy KRS Kapitał zakładowy: 513.298,80 zł w całości wpłacony
Page | 27
The conditions related to the acquisition of RSUs imply the fulfillment of the established individual goals, if
provided for in the Participation Agreement, and/or the maintenance of the Employee's and/or Associate's and/or
Executive Board Member's status in the Group for the period specified in the Participation Agreement and under the
terms and conditions set forth in the Regulations.
The conditions related to the fulfillment of the established individual goals (performance vesting conditions) do not
depend on the market price of the Group's equity instruments and are therefore classified as non-market conditions.
The conditions related to maintaining the status of an Employee and/or Associate and/or Executive Board Member
in the Group (service period vesting conditions) are for a period of up to four years, taking into account the period
of service to the Group before approval of the Regulations. Vesting takes place on an annual basis (one-year cliff).
Under IFRS 2, vesting conditions other than market conditions should not be considered when estimating the fair
value of shares or stock options at the measurement date. Instead, vesting conditions should be considered by
adjusting the number of equity instruments used in measuring the value of the entire transaction, so that the value of
the services recognized in exchange for the equity instruments granted takes into account the number of instruments
that will eventually vest.
The condition for the Realization of payments under the Program provisions is the fulfillment of the vesting
conditions (vesting conditions) and the execution of the Sale Transaction (non-vesting condition) together.
A Selling Transaction means a situation in which all of the following conditions occur:
(i) an entity or group of entities acting in concert, as referred to in Article 87 of the Polish Offering Act, will exceed
50% of the total number of votes in the Company as a result of the announcement of a tender offer for the sale of all
the Company's shares, as referred to in Article 74 (1) or (2) or Article 91 (5) of the Polish Offering Act. 5 of the
Polish Act on Public Offering, whereby, for the purposes of calculating the total number of votes in the Company,
the sum of the number of votes held - regardless of legal title - by all entities belonging to the same capital group
and the number of votes attached to the shares is taken into account, even if the exercise of voting rights therefrom
is limited or excluded pursuant to the Company's Articles of Association or an agreement or provisions of law, or a
transformation, merger or division of the Company takes place, which would not require the announcement of a
tender offer pursuant to Article 92 of the Polish Act on Public Offering; and
(ii) FGP Venture will dispose of at least [587,500] (in words, [five hundred eighty-seven thousand five hundred]) of
its shares in the Company or their equivalent received as a result of the transformation, merger or demerger of the
Company (in response to the tender offer referred to in clause (i) or independently of such tender offer), or an entity
(acting alone, through a group of companies or in concert with other entities), other than the shareholders of FGP
Venture as of June 30, 2020, will reach more than 50% of the shares in FGP Venture,
(iii) notwithstanding the above, a transaction will not constitute a Sale Transaction if it does not result in a change
of control within the meaning of Article 409A, i.e. (a) the entity or group of entities acting in concert exceeds 50%
of the total number of votes in the Company or ownership of 50% of the Company's assets, or (b) the achievement
of effective control over the Company understood as achieving at least 30% of the total number of votes, or (c) the
acquisition of the Company's assets representing at least 40% of the gross market value of all the Company's assets;
Under IFRS2, the Sale Transaction is understood as a condition other than vesting conditions (so-called non-vesting
condition).
Since the occurrence of the Sale Transaction is a probable future event, however, dependent on factors not fully
controlled by the Group, and does not depend on the market price of the Group's shares - it has not been included in
the valuation estimates of the RSUs.
The realization of RSUs consists of a one-time payment by the Group of a cash amount in an amount equal to the
product of the number of RSUs granted and the value of the RSUs set forth in the Regulations, which will depend
on the value/price of the shares from the Sale Transaction, less any mandatory withholdings for income tax, social
security, health insurance contributions or any other public and legal dues in the part charged to the Participant,
which the Group, as the payer, is required to withhold under applicable laws. Once the RSUs have been exercised,
i.e., as to which there has been payment of the cash amount due, the Participant is not entitled to any additional cash
or non-cash benefits from the Group under the Program.
DataWalk Spółka Akcyjna
ul. Rzeźnicza 32-33
50-130 Wrocław
KRS: 0000405409, NIP: 894 303 43 18, REGON: 021737247
Sąd rejestrowy: Sąd Rejonowy dla Wrocławia- Fabrycznej we Wrocławiu
VI Wydział Gospodarczy KRS Kapitał zakładowy: 513.298,80 zł w całości wpłacony
Page | 28
If a Sale Transaction does not occur within the period indicated in the Participation Agreement entered into with the
relevant Participant's right to receive RSUs, in view of the inability to meet the Performance Conditions, the
Participation Agreement shall be automatically and immediately terminated to the extent of the RSUs in question,
without any performance obligation on the part of the Company or the Subsidiary. The Participant shall not be
entitled to any claims for payment, including any claims for damages against the Company, the Subsidiary, their
shareholders, or members of their management boards.
Assumptions used for valuation of the Program
Employee services received in cash-settled share-based payments are measured indirectly at the liability's fair value
at the grant date. The initial liability measurement is based on the fair value of the underlying instruments.
Measurement of the liability takes into account the extent to which services have been rendered.
The entity determines the fair value of a cash-settled liability by considering only market and non-vesting conditions.
It means that vesting conditions and non-market conditions affect liability measurement by adjusting the number of
rights to receive cash based on estimates of the performance to be met.
At each reporting date, and ultimately at the settlement date, the recognized liability's fair value is subject to
remeasurement. The remeasurement applies to the recognized liability portion up to the vesting date. The full amount
is subject to remeasurement from the vesting date to the settlement date. The cumulative net cost and amounts
recognized in the income statement that will ultimately be recognized in connection with the transaction will equal
the amount paid to settle the liability.
The effects of remeasurement during the vesting period are recognized immediately in the income statement (in the
corresponding expense item) to the extent that they relate to past services, and to the extent that they relate to future
services the effect of remeasurement is spread over the remaining vesting period.
It means that in the repricing period there is a supplementary adjustment for previous periods so that the recognized
liability at each reporting date is equal to the total fair value of the liability.
As of the balance sheet date of June 30, 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 June 30, 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.
DataWalk Spółka Akcyjna
ul. Rzeźnicza 32-33
50-130 Wrocław
KRS: 0000405409, NIP: 894 303 43 18, REGON: 021737247
Sąd rejestrowy: Sąd Rejonowy dla Wrocławia- Fabrycznej we Wrocławiu
VI Wydział Gospodarczy KRS Kapitał zakładowy: 513.298,80 zł w całości wpłacony
Page | 29
The recognition of the Program from January 1, 2023, to June 30, 2023
The following table shows the number of RSUs granted as of June 30, 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
722 775
100,00%
722 775
0
0
Providing services until 12/31/2023
62 125
70,03%
0
43 505
18 620
Providing services until 06/30/2024
7 000
53,21%
0
3 725
3 275
Providing services until 12/31/2024
49 625
11,74%
0
5 825
43 800
Providing services until 06/12/2025
5 750
34,87%
0
2 005
3 745
Providing services until 12/31/2025
5 500
21,91%
0
1 205
4 295
Providing services until 06/30/2026
2 500
25,00%
0
625
1 875
Providing services until 12/31/2026
3 500
13,00%
0
455
3 045
Total
858 775
84,16%
722 775
57 345
78 655
Following IFRS 2, the Group has updated the fair value of the RSUs as of the balance sheet date of June 30, 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 June 30, 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) in the first half of 2023, further RSUs were valued and recognized for which acquisition conditions are estimated
to have been met.
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
748 511
-31,35*
-23 466
Estimated number of vesting during the first half of 2023
31 609
60,00
1 897
Number of forfeited rights during the first half of 2023
-877
91,35
-80
Estimated number of vested rights as of 06/30/2023
780 120
60,00
46 808
* The difference between the weighted average fair values of RSUs as of June 30, 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 June 30, 2023.
The total cost of the Program recognized in the consolidated financial statements for the six months ending June 30,
2023, estimated according to vesting, amounted to PLN -21 649 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
Page | 30
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
-21 649
Equity
Profit (loss) from previous years
68 457
Long-term liabilities
Incentive program liabilities
46 807
Due to the Program's long-term duration and the expected execution date, liabilities under the Program have been
classified as long-term liabilities. The total amount of liabilities under the Program as of June 30, 2023 was PLN
46,807 thousand.
The following table shows the settlement of RSUs under the Program by exercise status and their fair values as of
June 30, 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%
60
67 200
- RSUs granted under the Participation
Agreements
877 900
78%
60
52 674
- Tranche as of 04/01/2022
799 900
71%
60
47 994
- Tranche as of 07/01/2022
14 000
1%
60
840
- Tranche as of 01/01/2023
19 000
2%
60
1 140
- Tranche as of 05/01/2023
45 000
4%
60
2 700
- Number of forfeited rights
-19 125
-2%
60
-1 148
- Number of RSUs to be granted in future
periods
261 225
23%
60
15 674
RSUs granted under the Participation
Agreements, including:
877 900
78%
60
52 674
- Vested rigths
722 775
65%
60
43 367
- Remaining in the process of vesting,
including:
136 000
12%
60
8 160
(a) for which it is estimated that vesting
conditions have been met
57 345
5%
60
3 441
- Forfeited rights
19 125
2%
60
1 148
As of the balance sheet date of June 30, 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
Page | 31
DATAWALK GROUP'S EQUITY-SETTLED INCENTIVE PROGRAM
Information on estimates
The Group carries out an incentive program using equity-settled share-based payment transactions. The program is
based on DataWalk's shares and entitles the holder to receive equity instruments in the amount and under the
conditions specified in the Regulations and the Participation Agreement. This program is recognized in the
consolidated financial statements following IFRS 2.
To comply with IFRS 2, the Group recognizes an amount for services received during the vesting period, using the
best available estimate of the number of equity instruments for which vesting will occur. If necessary, the entity
revises these estimates if subsequent information indicates that the number of equity instruments to be vested differs
from previous estimates. At the vesting date, the entity adjusts the estimate to the level of the number of equity
instruments that ultimately vest.
Recognition of an incentive program requires the performance of an analyzis that involves making certain
assumptions and applying professional judgment, particularly regarding the number of equity instruments that will
vest during the reporting period and the valuation of options per share on the date of their granting. At each balance
sheet date, the Group estimates the number of equity instruments for which vesting will occur and their fair value
during the reporting period to recognize in the financial statements the relevant increases in equity and the Group's
costs resulting from the incentive program.
Reserve capital
06/30/2023
(in thous. PLN)
12/31/2022
(in thous. PLN)
Incentive program
38 017
31 653
Total
38 017
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
Page | 32
the Participation Agreements do not yet result in the vesting of the Entitlements or their exercise by subscribing for
or acquiring the corresponding number of shares.
The Entitlements are not securities and do not include any claims under civil law (including commercial company
law) beyond the claim for the exercise of the Entitlements in accordance with the Program, and in particular do not
create any shareholder rights on the part of the Participant, including incorporating the right to vote, the right to
share in the Company’s profit (dividends), or any other shareholder rights until the Company’s Shares are purchased
or acquired. The entitlements are non-transferable to third parties and may not be encumbered by property or bond
rights, but are subject to inheritance.
The vesting of the Entitlements by the Participants shall occur upon the fulfillment of the Vesting Conditions,
defined as the fulfillment of the financial or non-financial individual or Company criteria set forth in the Participation
Agreement, including:
(a) maintenance of the Relationship for the period specified in the Participation Agreement, and/or
(b) meeting additional criteria, if provided for in the Participation Agreement.
The Entitlements will be acquired free of charge.
Performance vesting conditions are not dependent on the market price of the Company's equity instruments and are
therefore classified as non-market conditions.
Under IFRS 2, vesting conditions other than market conditions should not be considered when estimating the fair
value of shares or stock options at the measurement date. Instead, vesting conditions should be taken into account
by adjusting the number of equity instruments that are used in measuring the value of the entire transaction so that
the value of the services recognized in exchange for the equity instruments granted takes into account the number
of instruments that will ultimately vest.
The condition for the Exercise of Entitlements is fulfilling the vesting conditions and the execution of the Sale
Transaction together (non-vesting condition).
Exercise of the Entitlement shall occur in the event of cumulative fulfillment of the following conditions:
a) fulfillment of the Vesting Conditions specified each time in the individual Participation Agreement (vesting
condition) – e.g. length of cooperation,
b) the occurrence of a „Sale Transaction”, i.e. a situation in which all of the following conditions occur (non-vesting
condition):
(i) an entity or group of entities acting in concert referred to in Art. 87 sec. 1 item 5 of the Act on Offering, will
exceed 50% of the total number of votes in the Company as a result of the announcement of a tender offer for the
sale of all shares in the Company, in accordance with the Act on Offering (hereinafter: „Tender Offer”), whereby,
for the purposes of calculating the total number of votes in the Company, the sum of the number of votes held –
regardless of the legal title – by all entities belonging to the same capital group and the number of votes from the
shares is taken into account, even if the exercise of voting rights from them is limited or excluded by the Company’s
Articles of Association or agreement or by law, or a transformation, merger or division of the Company takes place,
which, in accordance with the applicable regulations, will not require the announcement of a Tender Offer; and
(ii) FGP Venture will dispose of at least 587500 (in words: five hundred eighty-seven thousand five hundred) of its
shares in the Company or their equivalent received as a result of the Company’s transformation, merger or demerger
(in response to the Tender Offer or independently of the Tender Offer), or an entity (acting alone, through a group
of companies or in concert with other entities) other than the shareholders of FGP Venture as of June 30, 2022 will
reach more than 50% of the shares in FGP Venture,
(iii) notwithstanding the foregoing, a given transaction will not constitute a Sale Transaction if it does not result in
a change of control, i.e.: a) exceeding by an entity or group of entities acting in concert 50% of the total number of
votes in the Company or ownership of 50% of the Company’s assets, or b) achieving actual control over the
Company, understood as reaching at least 30% of the total number of votes, or c) acquisition of assets of the
Company constituting at least 40% of the gross market value of all assets of the Company.
Under IFRS2, the Sale Transaction is understood as a condition other than vesting conditions (so-called non-vesting
condition).
DataWalk Spółka Akcyjna
ul. Rzeźnicza 32-33
50-130 Wrocław
KRS: 0000405409, NIP: 894 303 43 18, REGON: 021737247
Sąd rejestrowy: Sąd Rejonowy dla Wrocławia- Fabrycznej we Wrocławiu
VI Wydział Gospodarczy KRS Kapitał zakładowy: 513.298,80 zł w całości wpłacony
Page | 33
Exercise of the Entitlement vested by the Participant shall consist in the acquisition or purchase of shares at the
nominal price. One Entitlement shall entitle to subscribe for or acquire one share, with the provision that if the
nominal price of a share changes, i.e. does not amount to PLN 0.10 (in words: ten groszy) per share, the Participant
shall have the right to subscribe for or acquire the number of shares according to the formula set forth in the AGM
Resolution.
The Exercise of the Entitlement shall take place either:
(i) directly using the institution of a share capital increase, the authorization of the Executive Board to increase the
Company’s share capital within the framework of authorized capital, or the acquisition by the Company of its own
shares for the purpose of offering them to the Participants;
(ii) indirectly using the institution of a conditional share capital increase linked to the issuance of registered
subscription warrants directed to the Participants;
(iii) or by any other appropriate means, including indirect acquisition by a third party – depending on the Execution
Board’s decision in this regard, approved by the Supervisory Board.
If the Sale Transaction does not take place within the period indicated in the Terms and Conditions, in the absence
of the possibility of fulfilling the Performance Conditions, the Participation Agreement shall be automatically and
immediately terminated to the extent of the Eligibility in question, without any obligation of the Company to provide
any performance. The Participant will not be entitled to any claims for payment, including any claims for damages
against the Company, its shareholders or Members of the bodies.
If the Sale Transaction occurs prior to the fulfillment of the specified Vesting Conditions, the Participation
Agreement shall be terminated to the extent of the respective Entitlements, and the Eligible Persons shall forfeit any
further participation in the Program to the extent above, including the right to acquire and exercise the respective
Entitlements. The Eligible Persons shall not be entitled to any claims against the Company, its shareholders or
Members of the Bodies, including any claims for payment, delivery of Shares or claims for damages. However, if
the Vesting Conditions of a given Eligible Person included only the maintenance of the Relationship on the terms
outlined in the Regulations for the period of time specified in the Participation Agreement, excluding the additional
criteria referred to in the Regulations, while no Cause occurred, the Conditions of Acquisition shall be deemed to
have been fulfilled on the date of the Sale Transaction, and the Eligible Persons shall be entitled to exercise the
acquired Entitlements. The Participation Agreement may regulate the consequences of the occurrence of a Sale
Transaction differently prior to the fulfillment of the Vesting Conditions.
Assumptions used for valuation of the Program
Services received as equity-settled share-based payments are measured indirectly at fair value on the grant date. The
initial valuation of the Program is based on the fair value of the underlying instruments. The measurement of the
value of the goods or services received and the corresponding increase in equity considers the extent to which the
services have been rendered.
The entity determines the fair value of the equity-settled Program by considering only the market and non-vesting
conditions. It means that vesting conditions and non-market conditions affect reserve capital measurement by
adjusting the number of rights to receive cash based on estimates of the performance to be met.
The value of one right for and/or acquire Company shares is valued only once, on the grant date. At each reporting
date, and ultimately at the date of settlement, the fair value of the recognized increase in equity may be revalued by
adjusting the number of rights for and/or acquiring Company shares. The revaluation relates to the recognized
portion of the increase in equity up to the vesting date. The total value of the increase in equity is subject to
revaluation from the vesting date to the settlement date. The cumulative net cost and amounts recognized in the
income statement that will ultimately be recognized in connection with the transaction will be equal to the product
of the vested rights to subscribe for and/or acquire Company shares and the value of one right for and/or acquire
Company shares on the grant date.
The valuation adjustment effects of the increase in equity during the vesting period are recognized immediately in
the income statement (in the corresponding expense item) to the extent that they relate to past services, and to the
extent that they relate to future services the valuation adjustment effect is spread over the remaining vesting period.
DataWalk Spółka Akcyjna
ul. Rzeźnicza 32-33
50-130 Wrocław
KRS: 0000405409, NIP: 894 303 43 18, REGON: 021737247
Sąd rejestrowy: Sąd Rejonowy dla Wrocławia- Fabrycznej we Wrocławiu
VI Wydział Gospodarczy KRS Kapitał zakładowy: 513.298,80 zł w całości wpłacony
Page | 34
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 June 30, 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 average annual percentage of forfeitures for vesting and/or acquisition of the Company's shares, based on
expectations of, for example, the number of employees and associates leaving the Company before the vesting date,
was assumed to be 0%. The Company periodically revises these estimates and updates them to actual forfeitures.
The table below shows the parameters adopted in the Entitlement pricing model for the first tranche of the Program.
Parameters adopted in the valuation model
Tranche I
Tranche II
Program valuation date (Grant Date)
01.10.2022 r.
01.01.2023 r.
Valuation model
Black–Scholes–Merton
Black–Scholes–Merton
The number of Entitlements granted resulting
from the Participation Agreements
275 518 pcs.
118 710 pcs.
Stock Price
136,26 PLN
91,35 PLN
Exercise Price
0,10 PLN
0,10 PLN
Expected price volatility
4,16%
4,13%
Time to Maturity
5 years
5 years
Risk-free rate
7,14%
6,05%
Fair value
136,19 PLN
91,28 PLN
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 June 30, 2023 took place in two tranches.
At a further stage of the Incentive Program, the authorized bodies may identify further Incentive Program
Participants and offer them a certain number of Entitlements within the limit set by the Resolution of the AGM, i.e.
in a total number not exceeding 430,000 (in words: four hundred and thirty thousand) shares of the Company.
The Company will announce these events in separate announcements.
DataWalk Spółka Akcyjna
ul. Rzeźnicza 32-33
50-130 Wrocław
KRS: 0000405409, NIP: 894 303 43 18, REGON: 021737247
Sąd rejestrowy: Sąd Rejonowy dla Wrocławia- Fabrycznej we Wrocławiu
VI Wydział Gospodarczy KRS Kapitał zakładowy: 513.298,80 zł w całości wpłacony
Page | 35
The recognition of the Program from January 1, 2023, to June 30, 2023
The following table shows the number of vesting Entitlements granted to the Company's shares as of June 30, 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
228 885
100%
228 885
0
0
Providing services until 12/31/2023
85 666
54%
0
46 158
39 508
Providing services until 06/30/2024
5 000
43%
0
2 132
2 868
Providing services until 12/31/2024
60 910
25%
0
15 053
45 857
Providing services until 12/31/2025
2 500
17%
0
413
2 087
Total
382 961
76%
228 885
63 756
90 320
The following table presents the number of Entitlements for which the acquisition conditions are estimated to have
been fulfilled. Therefore, the services are considered to have been rendered during the six months ending June 30,
2023, 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
62 168
98,21
6 106
Number of forfeited rights during the period
-1 945
132,64
-258
Estimated number of vested rights as of 06/30/2023
292 641
129,91
38 017
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
6 364
Equity
Profit (loss) from previous years
31 653
Equity
Reserve capital
38 017
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
June 30, 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
Page | 36
The following table shows the settlement of Program Entitlements by exercise status and their fair value as of June
30, 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
394 228
92%
122,67
48 359
- 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
- Number of forfeited rights
-11 267
-3%
- Number of rights to be granted in
future periods
47 039
11%
Rights granted under the
Participation Agreements, including:
394 228
92%
122,67
48 359
- Vested rigths
228 885
53%
136,19
31 172
- Remaining in the process of vesting,
including:
154 076
36%
122,67
18 900
a) for which it is estimated that
vesting conditions have been met
63 756
15%
107,36
6 845
- Forfeited rights
11 267
3%
107,36
1 210
As of the balance sheet date of June 30, 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
Page | 37
MAJOR EVENTS THAT HAVE AN IMPACT ON THE DATAWALK GROUP'S
RESULTS IN THE REPORTING PERIOD
• A substantial setback identified by the Executive Board during the reporting period was the deceleration of
revenue growth and the achievement of a 20% share of revenue from customers acquired in the first half of 2023
in the total revenue. In the reported period, the Group acquired another two significant projects, including
cooperation with the Northern California Regional Intelligence Center ("NCRIC") and with an intermediary
partner for the sale and implementation of the DataWalk analytics platform in selected units of the Polish public
administration, reported on within the ESPI current reports.
• On June 30, 2023, the Executive Board learned from the Issuer's subsidiary, DataWalk Inc., that it had received
an order from Ally Financial to sell a perpetual license of the DataWalk analytics platform. Continued
cooperation through the order of a perpetual license for DataWalk software by an existing customer confirms the
effectiveness of the commercialization model adopted by the Company and the usefulness of the DataWalk
product in leading banking institutions.
• In the Executive Board's opinion, it's particularly noteworthy that the value of sales projects qualified for the
sales funnel exceeded $40 million for the first time in the Group's history..
• DataWalk has been given the Technology Disruptor award by Ally Financial, the nation's largest digital-only
bank in the US. DataWalk software enables Ally to reduce exposure to financial crimes by finding suspicious
connections, patterns, and networks across vast amounts of siloed data.
• Political and economic situation in Ukraine
In connection with the recommendation sent by the Polish Financial Supervision Authority on February 25, 2022,
the Company hereby informs that as at the date of submitting this report for publication, this situation has no
significant impact on the operations of the Group companies. In the first half of 2023, as in previous periods, the
Group did not sell DataWalk software to Russia, Belarus or Ukraine. The Group has no supply chain that could
potentially be exposed to additional risks, and does not have investments and subsidiaries in conflict-affected
areas. There are no Ukrainian employees among the personnel of the Group companies, where there is a risk
related to the possible loss of employees due to military mobilization in a country covered by the war.
As at the date of approval of these financial statements for publication, the Management Board, based on the
analyzis of risks to date, in particular those resulting from the political and economic situation in Ukraine,
concluded that the continuation of the Group's operations for a period of at least 12 months from June 30, 2023
year is not threatened. The Group has a stable financial situation, monitors and analyzes the available information
and takes steps to minimize the impact of the situation on its business as the events unfold.
Nevertheless, due to the dynamic situation in Ukraine, it cannot be ruled out that the ongoing conflict, depending
on its further development and actions taken at the national and international level, may have a significant
negative impact on the economic situation in Poland and in the world, which may translate into the possibility
of implementing the Group's plans and its future financial results.
SIGNIFICANT EVENTS AFTER THE BALANCE SHEET DATE AFFECTING THE
GROUP'S OPERATIONS
As of the date of these consolidated financial statements for the 6-month ended June 30, 2023, there have been no
events after the balance sheet date that have not been but should have been included in these financial statements.
DataWalk Spółka Akcyjna
ul. Rzeźnicza 32-33
50-130 Wrocław
KRS: 0000405409, NIP: 894 303 43 18, REGON: 021737247
Sąd rejestrowy: Sąd Rejonowy dla Wrocławia- Fabrycznej we Wrocławiu
VI Wydział Gospodarczy KRS Kapitał zakładowy: 513.298,80 zł w całości wpłacony
Page | 38
FACTORS EXPECTED TO AFFECT FURTHER GROUP’S DEVELOPMENT
In the opinion of the Executive Board, the most important external and internal factors that may affect the operations
of the DataWalk Capital Group and its results include:
Elements and external trends that may affect the Group's perspectives
• Growing importance of data processing, data analyzis and their usage (Big Data),
• Situation on the insurance market in Western Europe and Poland,
• Increase in the scale and quality of activities aimed at counteracting money laundering and counteracting
tax avoidance,
• Automation of data set analyzis processes,
• Increasing user-friendliness of tools for analyzing data sets,
• Wage upward pressure on the IT market,
• Development of political and economic situation in Ukraine.
Elements and internal trends that may affect the Group's perspectives
• Perspective of total revenues and expenses generated,
• Level of planned expenditures on marketing and sales activities,
• Level of planned costs related to staff recruitment and purchase of IT services,
• Level of planned investments.
DataWalk Spółka Akcyjna
ul. Rzeźnicza 32-33
50-130 Wrocław
KRS: 0000405409, NIP: 894 303 43 18, REGON: 021737247
Sąd rejestrowy: Sąd Rejonowy dla Wrocławia- Fabrycznej we Wrocławiu
VI Wydział Gospodarczy KRS Kapitał zakładowy: 513.298,80 zł w całości wpłacony
Page | 39
COMPANY'S AUTHORITIES
The Executive Board
On June 30, 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 6-month period ended June 30, 2023, the DataWalk S.A. Executive Board was as follows:
The Executive Board
Period of performing the function
Paweł Wieczyński
01/01/2023 – 06/30/2023
Krystian Piećko
01/01/2023 – 06/30/2023
Łukasz Socha
01/01/2023 – 06/30/2023
Source: Issuer.
The current Executive Board of the Issuer was appointed by the resolutions of the Supervisory Board of June 1,
2021 (except the above-mentioned resolution of December 21, 2021 on appointing Mr. Łukasz Socha to the
Executive Board of the Company) for a joint, 3-year term of office, which began on July 1. The above-mentioned
term will end on the date the General Meeting approves the Company's financial statements for 2024.
Until the date of this report, the composition of the Issuer's Executive Board has not changed.
DataWalk Spółka Akcyjna
ul. Rzeźnicza 32-33
50-130 Wrocław
KRS: 0000405409, NIP: 894 303 43 18, REGON: 021737247
Sąd rejestrowy: Sąd Rejonowy dla Wrocławia- Fabrycznej we Wrocławiu
VI Wydział Gospodarczy KRS Kapitał zakładowy: 513.298,80 zł w całości wpłacony
Page | 40
The Supervisory Board
On June 30, 2023, 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 6-month period ended June 30, 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 – 06/30/2023
Wojciech Dyszy
01/01/2023 – 06/30/2023
Roman Pudełko
01/01/2023 – 06/30/2023
Grzegorz Dymek
01/01/2023 – 06/30/2023
Ola Malm
01/01/2023 – 06/30/2023
Source: Issuer.
The Issuer's current Supervisory Board was appointed for a joint 3-year term, which began on July 1, 2021 (except
to the above-mentioned personnel changes in the composition of the Supervisory Board). The above-mentioned term
will end on the date the General Meeting approves the Company's financial statements for 2024.
Until the date of this report, the composition of the Issuer's Supervisory Board has not changed.
DataWalk Spółka Akcyjna
ul. Rzeźnicza 32-33
50-130 Wrocław
KRS: 0000405409, NIP: 894 303 43 18, REGON: 021737247
Sąd rejestrowy: Sąd Rejonowy dla Wrocławia- Fabrycznej we Wrocławiu
VI Wydział Gospodarczy KRS Kapitał zakładowy: 513.298,80 zł w całości wpłacony
Page | 41
DESCRIPTION OF THE ORGANISATION OF THE DATAWALK CAPITAL GROUP
AND CONSOLIDATED ENTITIES
DataWalk S.A.
Basic information about the Issuer.
Name of the parent entity:
DataWalk S.A.
Country of residence:
Poland
Legal form:
Joint stock company
Law:
Polish law, in accordance with the Code of Commercial
Companies ("CCC")
Register address:
Rzeźnicza 32-33, 50-130 Wrocław
Phone:
+48 71 707 21 74
Fax:
+48 71 707 22 73
E-mail:
biuro@datawalk.com
www:
www.datawalk.com
Tax identification number (NIP):
894-303-43-18
Statistical identification number (REGON):
21737247
Company registration number (KRS):
0000405409
Source: Issuer.
The company operates in the "global vendor of products" model, focusing on the development and sale of enterprise
IT class products, i.e. globally competitive, specialized software for specific applications. The business model
adopted by the Company is characterized by high scalability, translating into potentially high margin. This is possible
due to the low participation of services provided individually for every client, both at the pre-implementation stage
and after implementation (service).
DataWalk S.A. has been established for an indefinite period of time. The company has no branches.
DataWalk Spółka Akcyjna
ul. Rzeźnicza 32-33
50-130 Wrocław
KRS: 0000405409, NIP: 894 303 43 18, REGON: 021737247
Sąd rejestrowy: Sąd Rejonowy dla Wrocławia- Fabrycznej we Wrocławiu
VI Wydział Gospodarczy KRS Kapitał zakładowy: 513.298,80 zł w całości wpłacony
Page | 42
DataWalk Inc.
Basic information about an entity related by capital with the Issuer as at 06/30/2023.
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:
48 939 thous. PLN
Revaluation adjustments:
-48 939 thous. PLN
Unit balance sheet value of shares
0 thous. PLN
Source: Issuer.
DataWalk Inc. is a company incorporated under US law with a registered office in Wilmington, Delaware, where
the Issuer holds 100,00% share in the share capital and votes at the shareholders' meeting. Pursuant to the DataWalk
Inc. articles of association, the board of directors conducts the affairs of the company and represents the company.
DataWalk Inc.'s role in the Group is to conduct sales and implementation activities related to the DataWalk platform,
particularly in the United States and the rest of the Americas.
DataWalk Inc. has been established for an indefinite period of time. The financial year of DataWalk Inc. is the
calendar year.
Financial data of DataWalk Inc. are fully consolidated and are disclosed in the consolidated financial statements
of the DataWalk Capital Group.
Until the date of approval of this report for publication, the structure of the DataWalk Capital Group has not changed.
DataWalk Spółka Akcyjna
ul. Rzeźnicza 32-33
50-130 Wrocław
KRS: 0000405409, NIP: 894 303 43 18, REGON: 021737247
Sąd rejestrowy: Sąd Rejonowy dla Wrocławia- Fabrycznej we Wrocławiu
VI Wydział Gospodarczy KRS Kapitał zakładowy: 513.298,80 zł w całości wpłacony
Page | 43
Overview of the DataWalk Capital Group
DataWalk organizational structure of the Group as at June 30, 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 6-month period ended June 30, 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
Page | 44
THE SHAREHOLDING STRUCTURE OF THE DATAWALK S.A.
Shareholder structure as at September 6, 2023 (share in the total number of votes)
Source: Issuer.
As of this report's publication date, i.e. September 6, 2023, 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
400 000
400 000
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
3 253 842
3 253 842
63,39%
55,55%
Total
5 132 988
5 857 988
100,00%
100,00%
Source: Issuer.
* Mr. Paweł Wieczyński holds 198 000 shares of FGP Venture Sp. z o.o., which constitutes 33.33% of share in the share capital and votes at the
shareholders' meeting of FGP Venture Sp. z o.o.
Mr. Krystian Piećko holds 198 000 shares of FGP Venture Sp. z o.o., which constitutes 33.33% of share in the share capital and votes at the
shareholders' meeting of FGP Venture Sp. z o.o.
Mr. Sergiusz Borysławski holds 198 000 shares of FGP Venture Sp. z o.o., which constitutes 33.33% of share in the share capital and votes at
the shareholders' meeting of FGP Venture Sp. z o.o.
1
According to the current report no. 39/2022 of September 2, 2022.
2
According to the current report no. 16/2015 of September 16, 2015.
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
Page | 45
Shareholder structure as at May 18, 2023 (share in the total number of votes)
Source: Issuer.
As at May 18, 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
400 000
400 000
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
3 253 842
3 253 842
63,39%
55,55%
Total
5 132 988
5 857 988
100,00%
100,00%
Source: Issuer.
* Mr. Paweł Wieczyński holds 198 000 shares of FGP Venture Sp. z o.o., which constitutes 33.33% of share in the share capital and votes at the
shareholders' meeting of FGP Venture Sp. z o.o.
Mr. Krystian Piećko holds 198 000 shares of FGP Venture Sp. z o.o., which constitutes 33.33% of share in the share capital and votes at the
shareholders' meeting of FGP Venture Sp. z o.o.
Mr. Sergiusz Borysławski holds 198 000 shares of FGP Venture Sp. z o.o., which constitutes 33.33% of share in the share capital and votes at
the shareholders' meeting of FGP Venture Sp. z o.o.
4
According to the current report no. 39/2022 of September 2, 2022.
5
According to the current report no. 16/2015 of September 16, 2015.
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
Page | 46
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 September 6, 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 September 6, 2023" and
"Shareholder structure as at May 18, 2023".
The table below presents ownership of shares DataWalk SA by managers and supervisors at May 18, 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 May 18, 2023".
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
Page | 47
DATAWALK S.A.
CONDENSED STANDALONE
SEMI-ANNUAL FINANCIAL STATEMENT
for the 6-month period ended 30
th
June, 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
Page | 48
STANDALONE FINANC IAL STA TEMEN T
Standalone Statement of Financial Position (in thousands of PLN)
ASSETS
06/30/2023
12/31/2022
A.
Non-current assets
22 481
22 186
I.
Fixed assets
361
455
II.
Goodwill
0
0
III.
Intangible assets
19 530
19 530
IV.
Right-of-use assets
895
1 075
V.
Investments in subsidiaries
0
0
VI.
Long-term receivables
152
152
VII.
Long-term prepayments
103
260
VIII.
Deferred tax assets
1 439
715
B.
Current assets
41 165
64 053
I.
Contract assets
921
641
II.
Trade receivables
6 646
8 510
III.
Income tax receivables
0
0
IV.
Other receivables
1 470
1 472
V.
Financial assets
8 179
0
VI.
Prepayments
966
1 156
VII.
Cash and cash equivalents
22 983
52 274
TOTAL ASSETS
63 646
86 239
EQUITY AND LIABILITIES
06/30/2023
12/31/2022
A.
Equity
54 322
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
-27 525
-61 972
VI.
Reserve capital
38 017
31 653
B.
Long-term liabilities
733
712
I.
Deferred tax liabilities
0
0
II.
Lease liabilities
337
557
III.
Incentive program liabilities
396
155
C.
Short-term liabilities
8 591
10 044
I.
Trade liabilities
3 059
4 223
II.
Income tax liabilities
0
0
III.
Lease liabilities
605
547
IV.
Other liabilities
698
697
V.
Other provisions
886
1 663
VI.
Contract liabilities
3 342
2 914
TOTAL EQUITY AND LIABILITIES
63 646
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
Page | 49
NET ASSET VALUE PER SHARE
06/30/2023
12/31/2022
Net asset value
54 322
75 483
Number of shares (pcs.)
5 132 988
5 132 988
Net asset value per share (in PLN)
10,58
14,71
Diluted number of shares (pcs.)
5 425 629
5 365 406
Diluted net asset value per share (in PLN)
10,01
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 June 30, 2023 amounted to 5 425 629, including 292 641 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
Page | 50
Standalone Profit and Loss Account with The Statement of Comprehensive
Income (in thousands of PLN)
PROFIT AND LOSS ACCOUNT
01/01/2023 –
06/30/2023
01/01/2022 –
06/30/2022
04/01/2023 –
06/30/2023*
04/01/2022 –
06/30/2022**
Continuing operations
A.
Revenues
9 366
13 092
7 031
10 547
B.
Operating costs
25 159
13 200
12 517
7 508
Materials and energy
126
380
41
178
Employee benefits
2 714
2 685
1 147
1 523
Employee benefits - Share-based Payment
6 604
80
3 425
80
Amortization and depreciation
2 422
1 300
1 290
665
External services
12 917
8 447
6 474
4 890
Other costs
377
309
139
174
C.
Profit/Loss on sales
-15 793
-108
-5 486
3 038
Other operating income
293
182
34
114
Other operating costs
5 190
39
5 184
39
Loss (profit) from expected credit losses
-111
3
156
2
D.
Operating profit (loss)
-20 579
32
-10 792
3 112
Financial income
979
503
386
166
Financial costs
8 649
8 475
3 374
4 157
E.
Pre-tax profit (loss)
-28 249
-7 940
-13 780
-880
Income tax
-724
436
-238
280
F.
Net profit (loss) from continuing
operations
-27 525
-8 376
-13 543
-1 160
Discontinued operations
0
0
0
0
Profit (loss) from discontinued operations
0
0
0
0
G.
Net profit (loss)
-27 525
-8 376
-13 543
-1 160
STATEMENT OF COMPREHENSIVE
INCOME
01/01/2023 –
06/30/2023
01/01/2022 –
06/30/2022
04/01/2023 –
06/30/2023*
04/01/2022 –
06/30/2022**
Net profit (loss)
-27 525
-8 376
-13 543
-1 160
Other comprehensive income
0
0
0
0
1.
Items that will not be reclassified to profit
or loss
0
0
0
0
2.
Items that will be reclassified to profit or
loss
0
0
0
0
Total comprehensive income
-27 525
-8 376
-13 543
-1 160
DataWalk Spółka Akcyjna
ul. Rzeźnicza 32-33
50-130 Wrocław
KRS: 0000405409, NIP: 894 303 43 18, REGON: 021737247
Sąd rejestrowy: Sąd Rejonowy dla Wrocławia- Fabrycznej we Wrocławiu
VI Wydział Gospodarczy KRS Kapitał zakładowy: 513.298,80 zł w całości wpłacony
Page | 51
PROFIT (LOSS) PER SHARE
ATTRIBUTABLE TO:
01/01/2023 –
06/30/2023
01/01/2022 –
06/30/2022
04/01/2023 –
06/30/2023*
04/01/2022 –
06/30/2022**
Continuing operations
Number of shares (pcs.)
5 132 988
4 886 048
5 132 988
4 886 048
Profit (loss) per share (in PLN)
-5,36
-1,71
-2,64
-0,24
Diluted number of shares (pcs.)
5 410 864
4 975 047
5 410 864
4 975 047
Diluted profit (loss) per share (in PLN)
-5,09
-1,68
-2,50
-0,23
Discontinued operations
Number of shares (pcs.)
5 132 988
4 886 048
5 132 988
4 886 048
Profit (loss) per share (in PLN)
0
0
0
0
Diluted number of shares (pcs.)
5 410 864
4 975 047
5 410 864
4 975 047
Diluted profit (loss) per share (in PLN)
0
0
0
0
Continuing and discontinued operations
Number of shares (pcs.)
5 132 988
4 886 048
5 132 988
4 886 048
Profit (loss) per share (in PLN)
-5,36
-1,71
-2,64
-0,24
Diluted number of shares (pcs.)
5 410 864
4 975 047
5 410 864
4 975 047
Diluted profit (loss) per share (in PLN)
-5,09
-1,68
-2,50
-0,23
The value of net profit (loss) per share was calculated in relation to the weighted average number of DataWalk S.A.
shares for the period. The number of shares calculated this way for the first half of 2023 was 5 132 988; for the first
half of 2022, it was 4 886 048.
The weighted average diluted number of shares of the Company in the first half of 2023 amounted to 5 410 864,
including 292 641 shares under the incentive program.
The weighted average diluted number of shares of the Company in the first half 2022 amounted to 4 975 047,
including 88 999 shares under the incentive program.
* The data for the second quarter of 2023 was determined by subtracting from the data for the first half of 2023
(covered by the review) the data presented by the Company in the report for the first quarter of 2023.
** The data for the second quarter of 2022 was determined by subtracting from the data for the first half of 2022
(covered by the review) the data presented by the Company in the report for the first quarter of 2022.
DataWalk Spółka Akcyjna
ul. Rzeźnicza 32-33
50-130 Wrocław
KRS: 0000405409, NIP: 894 303 43 18, REGON: 021737247
Sąd rejestrowy: Sąd Rejonowy dla Wrocławia- Fabrycznej we Wrocławiu
VI Wydział Gospodarczy KRS Kapitał zakładowy: 513.298,80 zł w całości wpłacony
Page | 52
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
6 364
-61 972
34 447
-21 161
Total comprehensive income
0
0
0
0
0
-27 525
-27 525
Net profit (loss)
0
0
0
0
0
-27 525
-27 525
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
6 364
0
0
6 364
Balance as at 06/30/2023
513
171 968
9 965
38 017
-138 616
-27 525
54 322
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)
0
0
0
0
-10 897
2 521
-8 376
Total comprehensive income
0
0
0
0
0
-8 376
-8 376
Net profit (loss)
0
0
0
0
0
-8 376
-8 376
Share capital increase
0
0
0
0
0
0
0
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
0
0
0
0
Balance as at 06/30/2022
489
133 859
9 965
2 771
-76 644
-8 376
62 064
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 | 53
Standalone Cash Flow Statement (in thousands of PLN)
CASH FLOW STATEMENT
01/01/2022 –
06/30/2022
01/01/2021 –
06/30/2021
Cash flows from operating activities
Net profit (loss)
-27 525
-8 376
Adjustments, including:
- amortization and depreciation
2 422
1 300
- foreign exchange gains (losses)
-4
4
- interest expenses
49
11
- income from interest and dividends
-1 466
-5
- profit (loss) on investing activities
-126
0
- impairment allowance for investments in subsidiaries
8 600
8 465
- impairment of intangible assets
5 155
0
- share-based payment (equity-settled)
6 364
0
- share-based payment (cash-settled)
241
80
- change in receivables
1 866
-3 432
- change in provisions
-777
542
- change in liabilities other than incentive program
-1 163
621
- change in prepayments
-377
51
- change in contract assets and contract liabilities
148
-4 792
- other adjustments
-2 075
-32
Net cash generated (used) in operating activities
-8 670
-5 562
Cash flows from investing activities
Purchase of intangible assets
7 166
6 018
Purchase of property, plant and equipment
12
170
Proceeds from sale of property, plant and equipment
40
0
Purchase of subsidiaries shares, net of cash
6 525
2 135
Inflow from bank deposits (over 3 months)
0
0
Outflows from bank deposits (over 3 months)
8 090
90
Proceeds from governmental subsidies
0
32
Interest received
1 466
5
Net cash generated (used) in investing activities
-20 287
-8 376
Cash flows from financing activities
Proceeds from issue of share capital
0
0
Payment of finance lease liabilities
290
341
Interest paid
49
11
Other inflows
0
0
Net cash generated (used) in financing activities
-339
-352
Total net cash flows
-29 295
-14 291
Opening balance of cash
52 274
47 655
Change in cash due to foreign currency translation
4
-4
Change in cash balance, net
-29 291
-14 295
Closing balance of cash
22 983
33 360
DataWalk Spółka Akcyjna
ul. Rzeźnicza 32-33
50-130 Wrocław
KRS: 0000405409, NIP: 894 303 43 18, REGON: 021737247
Sąd rejestrowy: Sąd Rejonowy dla Wrocławia- Fabrycznej we Wrocławiu
VI Wydział Gospodarczy KRS Kapitał zakładowy: 513.298,80 zł w całości wpłacony
Page | 54
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.
………………………………………
………………………………………
………………………………………
Paweł Wieczyński
Krystian Piećko
Łukasz Socha
Chairman of the Board
Member of the Board
Member of the Board
Wroclaw, September 6, 2023
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