WANdisco Annual Report 2018

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FY2018 Annual Report · WANdisco

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FUSION

LIVEDATA IN A
MULTI-CLOUD WORLD

WANDISCO PLC ANNUAL REPORT AND ACCOUNTS 2018

FUSION

CONTENTS

Overview

02 Our year in review

04 Our business at a glance

Strategic report

06 Chairman and Chief Executive’s report
08 Our markets
12 Our business model
14 Our strategy
17 Key performance indicators
18 Risks
22 Financial review
24 Our people

Governance

26 Board of Directors
28 Executive Team
30 Vice Chairman’s introduction to governance
31 Corporate governance report
35 Nomination Committee report
36 Audit Committee report
38

Remuneration Committee
and remuneration report

40 Directors’ report
42 Statement of Directors’ responsibilities

Financial statements

Independent auditor’s report to the members
of WANdisco plc
Consolidated statement of profit or loss
and other comprehensive income

50 Consolidated statement of financial position
51
Consolidated statement of changes in equity
52 Consolidated statement of cash flows
53
85 Five-year record
86 Notice of Annual General Meeting
89

Notes to the consolidated financial statements

Secretary, advisers and share capital information

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WWW.WANDISCO.COM

WANDISCO IS THE
LIVEDATA COMPANY
that empowers enterprises to revolutionise
their IT infrastructure with its ground-breaking
DConE technology that powers the WANdisco
Fusion platform, enabling companies to generate
hyperscale economics with the same IT budget –
across multiple development environments,
data centres and cloud providers.

WANdisco Fusion® powers hundreds of the Global 2000, including Cisco Systems,
Allianz, AMD, Juniper, Morgan Stanley and more. With significant OEM relationships with
IBM and Alibaba, and go-to-market partnerships with Amazon Web Services, Microsoft
Azure, Google Cloud, Oracle, and other industry titans, WANdisco is igniting a LiveData
movement worldwide.

ANNUAL REPORT AND ACCOUNTS 2018 WANDISCO PLC

OUR YEAR IN REVIEW

2018 HIGHLIGHTS

Key new hire
in engineering

Entered into a non-exclusive original equipment
manufacturer (“OEM”) sales agreement with
Alibaba Cloud, representing a substantial
increase in our addressable market and a
significant extension of our channel strategy.

Achieved co-sell status through the
Microsoft One Commercial Partner Program.
As a result, we can now take WANdisco Fusion®
to market as a packaged offering with
Microsoft Azure.

Filed blockchain patent to protect the use
of our Distributed Coordination Engine™
(“DConE”) to resolve issues associated
with public blockchain technology.

New OEM with
Alibaba Cloud

January

March

April

July

August

Appointed Ramki Thurimella PhD
as VP of Research. Ramki joins the
Company with extensive experience
in algorithm design and information
security. Prior to joining WANdisco
he was Director of Cybersecurity
and the Chair of Computer Science
at the University of Denver.

WANdisco Fusion 2.11 certified to run on Cloudera 5,
enabling Cloudera customers to seamlessly move data
between on-premises and hybrid-cloud environments
with every data change captured wherever it occurs.

Gained £248,000 of R&D support towards the
continued development of the WANdisco Fusion
platform from Invest Northern Ireland.

WANdisco Fusion made available
on the UK Government’s latest
G-Cloud framework. The framework
provides public-sector organisations
a way to buy cloud-based services
as commodities to accelerate
cloud adoption in a timely
and cost-effective manner.

Operational and strategic highlights

• Shift towards recurring revenue model
based on annual recurring revenue
from cloud contracts

$3m US health insurance subscription
contract through Microsoft co-sell status

$1m partially recurring Source Code
Management contract with ICT
provider in China

$200k recurring automotive contract
expected to expand substantially

• Deepening our key strategic partnerships

Microsoft Azure co-sell status
delivering strategic deals with high
profile customers through the world’s
second largest cloud

New customers include a major
bank, semiconductor company and
major retailer

IBM OEM royalty percentage increased
to 50% with guaranteed annual
minimum royalty commitment
and joint SQL product launch

New customers in insurance,
banking, telecommunications
and US Government

Gained Advanced Technology Partner
status with Amazon Web Services
(“AWS”) and collaborated with AWS
to win first multi-cloud contract

OEM sales partnership with Alibaba
Cloud, first product now integrated
with its Cloud Solution

• Growing product expands

addressable market

Launched LiveData product for
Multicloud and won first contract
with a global network operator

IBM BigSQL co-engineered product
launched expanding addressable
LiveData market

Filed blockchain patent to potentially
open significant new market for
WANdisco’s core technology

• Appointment of Silicon Valley expert Bob
Corey as Senior Non-executive Director
and Vice Chairman to the Board and
Joel Horowitz as SVP of Marketing

WANDISCO PLC ANNUAL REPORT AND ACCOUNTS 2018

Selected by a global automotive and truck
manufacturer to deploy WANdisco Fusion. The initial
contract is worth $200k on an annualised recurring
revenue basis.

Significantly expanded relationship with IBM,
with OEM royalty increasing to 50% from 30%.

Announced increased momentum in cloud with
three strategic deals with high profile Microsoft
customers in banking, semiconductors and retail.

Secured a contract with the leading
information and communications
technology provider in China for our
Source Code Management product.
The contract is valued at $1m and a
proportion of the revenue will be recurring.

Appointed Bob Corey as Non-executive
Director and Vice Chairman, and Joel
Horwitz as the SVP of Marketing.

$3m

Largest-ever
cloud deal

September

October

November

December

Strategic deals
with Microsoft
customers

Launched LiveData for Multicloud,
guaranteeing data consistency
across multiple cloud providers,
reducing vendor “lock-in” and
improving efficiency regardless
of location, environment or
cloud provider.

OEM royalty
from IBM
increased to

50%

Secured our largest-ever cloud contract with a major US
health insurer. The three-year subscription contract is valued
at $3m with potential for expansion. This contract leverages
WANdisco’s strategic co-sell relationship with Microsoft
as the client looks to move data to the Azure cloud.

Secured a contract with a major American managed
healthcare company valued at $700k in royalties. The
agreement will see IBM deploy the Company’s patented
Big Data and cloud product, WANdisco Fusion®,
for disaster recovery.

Financial highlights

Revenue ($m)

Cash overheads ($m)2

Adjusted loss ($m)3

Statutory loss
for the year ($m)

Cash ($m)

$17.0m

$29.8m

$(9.4)m

$(18.6)m

$10.8m

17.0

19.6

11.4

11.0

11.2

29.8

(9.4)

24.5

23.4

(0.6)

(7.5)

34.6

(16.0)

36.0

(17.9)

(18.6)

(13.5)

(9.3)

10.8

7.6

2.6

2.5

(29.9)

(38.3)

27.4

Note: Throughout this document, alternative performance measures have
been used which are non-GAAP measures that are presented to provide
readers with additional financial information that is regularly reviewed by
management and should not be viewed in isolation or as an alternative
to the equivalent GAAP measure. See Note 6 for details.

1 Bookings as defined in this Annual Report and Accounts represent
the total value of all contracts received in the year including both
new and renewal bookings.

2 Operating expenses adjusted for: depreciation, amortisation,
capitalisation of development expenditure and equity-settled
share-based payment. See Note 11 for a reconciliation.

3 Operating loss adjusted for: depreciation, amortisation, capitalisation

of development expenditure and equity-settled share-based payment.
See Note 11 for a reconciliation.

4 The 2018 figures include the adoption of IFRS 15 “Revenue from Contracts

with Customers” and the prior years have not been restated and are
prepared on an IAS 18 basis. See Note 5 for a reconciliation.

ANNUAL REPORT AND ACCOUNTS 2018 WANDISCO PLC

Overview

OUR BUSINESS AT A GLANCE

EVERYONE IS WORRIED
ABOUT THEIR DATA

In a new era where every company is in the data business, success depends
on putting exabytes of data to work for the business. This success is held back
by the compromises and constraints of existing data structures. The volume and
complexity of data involved in running a business is growing exponentially, with
greater geographical dispersion and regulation than ever. These exploding
requirements, combined with stagnant budgets, are overwhelming IT
departments and creating a “LiveData” gap of data inconsistency, unused
capacity, and economic limitations that hold back the business.

The LiveData Movement
Keeping data consistent in a distributed environment is a massive
challenge. WANdisco Fusion, an enterprise-class software platform,
solves the exponentially growing challenge of keeping unstructured
data available across diverse IT environments regardless of geographic
location, architecture, or cloud storage provider. Used by enterprises
worldwide, our technology is based on a high-performance
coordination engine called DConE, which uses consensus to keep
Hadoop and object store data accessible, accurate, and consistent
in different locations across any environment – on-premises,
hybrid-cloud, multi-region cloud, or multi-cloud. The WANdisco
Fusion platform is a foundation for a modern data strategy –
a LiveData strategy – because it prevents data disasters, de-risks
data migration to the cloud, and simplifies hybrid and multi-cloud
data management.

S
S
E
N
I
S
U
B
E
H
T
N
U
R
O
T
A
T
A
D

Data volume

Data regulation

Data complexity

Geo dispersion

Infrastructure budgets

TIME

With a LiveData strategy, enterprises can put all their data to work for their business:

Always available data

Transform IT cost structures

Leapfrog innovation constraints

Users and applications can access
and change data from any location.

Customers can realise hyperscale economics
by putting idle capacity to work and actively
leveraging their entire data infrastructure
to run their business.

Full data portability – on-premises, hybrid
or multi-cloud – means customers are not
locked in to where their data lives.

SEE PAGES 8 TO 11
OUR MARKETS

WANDISCO PLC ANNUAL REPORT AND ACCOUNTS 2018

Disaster
recovery

Private
cloud

Public
cloud

Data users

FUSION®

Data users

Big Data
production

Dev/test

Data users

Consistent data everywhere: LiveData use cases

Disaster prevention for
any environment

Disaster recovery and high
availability via near-zero RTO
and RPO ensure business
continuity and data SLA
compliance across on-
premises, hybrid and multi-
region, multi-cloud
environments.

Data lake consolidation

Synchronise multiple data lakes,
unify data silos, and maximise
your data lake investment and
line of business data utilisation.

Cloud migration
without downtime

Zero-disruption data
migrations allow users to
continue working on data –
even for large-scale migrations.

Use the right cloud
for the right job

Optimise your multi-cloud
strategy and business
performance by avoiding vendor
lock-in and taking advantage
of each cloud’s unique or
best-performing capabilities.

Hybrid-cloud enablement

Keeps on-premises and cloud
environments continuously in
sync by capturing every change
wherever it occurs.

Multi-cloud enablement

Guarantee global, continuous
data accuracy to applications
in different clouds across
geo-distributed, multi-region,
multi-cloud architectures.

Protection from cloud
vendor over-reliance

Eliminate application
downtime from the failure of an
object storage service by having
strongly consistent replicas
of objects in another cloud
or location – avoiding
vendor lock-in.

Our customers are in the following segments

Automotive, entertainment, financial services, government, healthcare, manufacturing, retail, telecoms, utilities and developer collaboration.

Our strategic partners

ANNUAL REPORT AND ACCOUNTS 2018 WANDISCO PLC

OverviewCHAIRMAN AND CHIEF EXECUTIVE’S REPORT

A YEAR OF
PROGRESS

2018 HIGHLIGHTS

Business review

• Significantly expanded relationship with IBM

• Momentum in cloud with Microsoft

• Began migration toward a revenue model based
on annual recurring revenue from cloud deals

• Announced OEM sales partnership

with Alibaba Cloud

• Launched LiveData for Multicloud, guaranteeing
data consistency across multiple cloud providers

• Key Board and Executive Team appointments

WANDISCO PLC ANNUAL REPORT AND ACCOUNTS 2018

This has been an important year for WANdisco, as we have begun
to unlock the significant potential in cloud computing. We have
significantly extended our relationship with Microsoft, gaining co-sell
status that allows our WANdisco Fusion platform to be sold as a
standard offering with Microsoft’s Cloud Solution, Azure. Throughout
the year we have continued to build on this foundation and have
closed a number of strategic deals with high profile Microsoft
customers. These initial deployments with Microsoft will allow
their customers to migrate their data to Microsoft Azure, which
was previously impossible to do without a prolonged outage
leading to increased cost and serious operational issues.

Our development efforts, increasingly cloud focused, has enabled
the release of the first ever product to provide digital businesses
the ability to constantly replicate data seamlessly between cloud
regions, or different cloud vendors. Early success in the cloud have
also led to an evolutionary transition towards predictable, annual
recurring cloud revenue and away from large and difficult to predict
on-premises transactions. Our initial cloud deployments, along
with many more in our pipeline, are structured as annual recurring
licence revenue, which should lend greater predictability to the
business as the number and value of contracts grow over time.

Additionally, we significantly strengthened our relationship with IBM,
increasing the royalty payable to the Group including a contractual
minimum commitment and expanding its footprint in the IBM channel
with the release of Fusion for IBM BigSQL. Finally, as an additional
proof point for the strategic importance of WANdisco Fusion to
cloud providers, we also signed an OEM agreement with Alibaba,
and have completed the integration of WANdisco Fusion with
Alibaba’s Cloud Solution. After the end of the year we furthered our
cloud relationships by achieving Advanced Technology Partner
status with AWS. This is designated as the highest tier of
technology partners.

Big Data and cloud – WANdisco Fusion

Source Code Management (“SCM”)

Our Big Data product, WANdisco Fusion,
has continued to secure prominent new
customers, particularly within automotive,
healthcare, electronics technology and
telecommunications. These customers are
using Fusion for a number of use cases
including on-premises to cloud replication
and disaster recovery. On-premises Hadoop
implementations still remain an important
part of our current business, with a significant,
but smaller total addressable market than
cloud computing – which is also growing
faster. We have strengthened our relationship
with our OEM partner IBM, which will allow
us to efficiently and profitably service the
on-premises segment of our business.

We are very excited about our early strides
in the cloud computing segment of our
business, with significant strategic partnerships
being established in the year. In March 2018,
we signed an OEM with the largest cloud
provider in China and Asia, Alibaba, which will
see our Fusion product launched as the Alibaba
standard for replication to the Alibaba Cloud.

Also, in March 2018, we became a major
co-sell partner with Microsoft, whose Azure
cloud service is the second largest cloud
provider only behind Amazon Web Services.
Microsoft has been very successful in
transitioning their business model from
on-premises applications to the cloud and
have made many of the business standard
applications used worldwide available in
the cloud. Like all cloud service providers,
they have not been able to solve the problem
of getting customers’ data at scale to the
cloud without the customer experiencing a
significant disruption to service. They have
recognised that only WANdisco Fusion can
solve this problem for them, and we already
have seen significant early traction with their
customers, with a number of strategic deals
in the year across a diverse range of sectors
including banking, semiconductors and retail.

Cloud deals have a different revenue and
cash profile than our on-premises perpetual
licence deals, with initially smaller deals that
are structured as annual recurring billings,
rather than a large upfront payment, with
only future maintenance revenues. Cloud
deals offer the customer the ability to start
with a modest implementation, and then
both expand the size and extend the duration
of the contract over time. This should build
an annuity of revenue from each customer
that is predictable and expanding on an
annual basis, leading to a more predictable
business model for WANdisco.

In 2018, we maintained our sales focus
for our SCM products and we continue to
see an opportunity in the segment of the
SCM market that we focus on. Software
development continues to become more
geographically and organisationally
distributed, bringing greater challenges
in control and efficiency, both amongst
software publishers and in industry more
generally, which drives the continuing
need for SCM products.

Our sales and development expenditures
are modest for our SCM products, and
revenue consisted primarily of renewals
from existing customers.

Protecting our advantage

WANdisco’s intellectual property, which is
based on complex mathematics developed
over several years, is well protected; we have
more than 42 patents filed to date with 21
now granted. Furthermore, WANdisco Fusion
is used every day, at significant scale, by major
brands across multiple sectors worldwide
– those applications feed back into our
product development, allowing for
continuous improvements.

People

Our people are vital to our success, and
WANdisco is proud to employ some of the
most qualified and experienced talent in
distributed computing and data science. As
a Company, we are committed to providing
competitive employment conditions as well
as very challenging and stimulating work, to
ensure we attract and retain the best people.

Our people also make a significant contribution
to our local communities. We have initiated
a range of creative schemes to inspire
schoolchildren about the potential of data
science. David Richards, our Chairman and
Co-Founder, established the David & Jane
Richards Family Foundation to fund data
science programmes in UK schools.

The Board

In November 2018, Bob Corey was welcomed
to the Board. Bob brings more than 30 years
of executive and financial management
experience in public and private software
and hardware companies in Silicon Valley.
Bob has deep corporate governance
experience and has served on numerous
Boards in Silicon Valley as Chairman of the

Board, Chairman of the Audit Committee
and as a member of Remuneration,
Nomination and Governance committees.

SEE PAGES 26 AND 27
OUR BOARD

Medium-term strategic opportunity

As the market for live data and multi-cloud
continues to accelerate, the Group has
identified the following medium-term
strategic opportunity for the business at
the heart of the cloud ecosystem. Across
all OEMs there is a potential for annual
minimum commitments to aggregate to
more than $25m in the medium-term.
At scale cloud migration is likely to be a
multi-year revenue opportunity charged
at a premium. The opportunity for cloud
migration is in excess of hundreds of
petabytes of data to be migrated over
the coming years, presenting a cumulative
revenue opportunity of over $50m in the
medium-term. Over and beyond our OEM
relationships, there is an opportunity for
multi-cloud to grow to over $25m of
annual recurring revenue. Other use
cases outside of OEMs, including Disaster
Recovery, Datalake and on-premises,
represents an ongoing medium-term
opportunity of over $10m of annual revenue.

Outlook

We are seeing increasingly strong market
traction for our products as the global
demand for Big Data and cloud migration
unfolds. Our Fusion product sits at the heart
of this evolution and when combined with
our channel partners such as IBM, Microsoft,
Alibaba and Amazon Web Services, we
continue to see strong demand for our
products. We have a strong pipeline of
deals from both our channel partners
and direct sales.

In addition, we continue to develop our partner
network, to expand our total addressable
market and ensure our go-to-market activities
for Fusion are fully optimised. The Company
has a robust and strengthening sales pipeline
which underpins the Board’s continued
confidence in achieving forecast expectations.

DAVID RICHARDS
CHAIRMAN AND CEO
23 APRIL 2019

ANNUAL REPORT AND ACCOUNTS 2018 WANDISCO PLC

Strategic reportOUR MARKETS

Enterprise capabilities are not keeping pace with data volume
growth and complexity

For corporations, guaranteeing the safety and accessibility of business data
is vital. In a data-powered business – which means any successful modern
enterprise – the only way to keep operations moving smoothly and stay
competitive is to ensure that data is available 24/7. However, many companies
now rely on complex hybrid and cloud distributed data environments, often
from a combination of vendors and platforms, in multiple regions. How do
enterprises enable mission-critical continuous data availability and
consistency in this mixed, multi-cloud IT environment?

What is a LiveData strategy?

A LiveData strategy means making your data globally available and consistent,
everywhere. With a LiveData strategy, every user and every application has
always-available data, regardless of geographic location, data platform
architecture, or cloud storage provider.

75%

By 2022, about 75% of enterprise
customers using cloud infrastructure
as a service (IaaS) will go multi-cloud,
up from 49% in 2017

Market Insight: Multicloud
Becomes Essential for Cloud
IaaS Offerings, Gartner

The ability to harness consistent data at vast
scale for multiple applications in multiple
locations is hard. It relies on having a
guaranteed way to keep that data aligned
and in sync at all times. Until WANdisco
Fusion, this was simply not possible.

58%

58% of businesses are using
a combination of AWS, Azure,
or Google clouds

Source: https://www.
techrepublic.com/article/
rise-of-multicloud-58-of-
businesses-using-combination-
of-aws-azure-or-google-cloud/

WHAT IS DCONE AND HOW IS IT DIFFERENT?

WANdisco Fusion is powered by DConE, a high-performance coordination
engine able to work across wide-area networks. The technology uses
distributed consensus to guarantee data consistency.

Traditional approaches to data replication are batch-based, do not guarantee
data consistency, and cannot operate over wide-area networks or the public
internet. Unlike other technologies that move data from one location to
another, WANdisco Fusion uses DConE to coordinate distributed changes
to data, enabling shared access to common data sets. The technology works
by applying a mathematically proven approach to consensus, which works
regardless of the distance between data sources or types of data stores.

SEE PAGES 12 AND 13
OUR BUSINESS MODEL

SEE PAGES 14 TO 16
OUR STRATEGY

WANDISCO PLC ANNUAL REPORT AND ACCOUNTS 2018

THE FUTURE OF LIVEDATA

Our market

Digital transformation based on data and
analytics continues to be the main driver
of growth across industry sectors, enabled
by technological innovation at scale.

More than any other competitive lever, having
data where and when you need it has become
the essence of modern business operations.
The ability to understand and exploit data
is at the heart of operational efficiencies,
helps develop tailored offerings to win and
retain loyal customers, and accelerates
both product and service innovation.

Initially, many enterprises – particularly
those in regulated sectors such as banking
and healthcare – searched for ways to
protect their data even though it was stored
at multiple locations. Being able to ensure
regulatory compliance and business
continuity no matter what the circumstances
led global names in these industries, retail,
insurance, and other industries to WANdisco.

Those same customers now realise that
WANdisco’s core intellectual property also
solves the challenge of ensuring you have
business data where and when you need it
– enabling what we call a “LiveData strategy.”

The market growth spurred by digital
transformation is also powered by the
dramatic shift to public cloud operations.
Even for the largest enterprises, CIOs,
CTOs, and CDOs now have confidence in
the cloud services offered by Alibaba, Amazon,
Google, IBM and Microsoft, et al. But if not
managed properly at the data storage level, a
multi-cloud architecture poses great risk, and
for WANdisco, offers a great opportunity.

Scoping the multi-cloud
market opportunity

We define “multi-cloud” to include any
Infrastructure-as-a-Service, Platform-as-a-
Service, or Container-as-a-Service in two
or more clouds, and architectures may
include an on-premises data centre. As CIOs,
CTOs and CDOs seek to modernise and
integrate legacy applications with cloud
technologies, they face one challenge
above all: their data management strategy.

This challenge and increasing data volumes
are the intersection point of our market
opportunity. The WANdisco Fusion platform
solves data management issues and removes

FINANCIAL SERVICES USE CASE

CHALLENGE

To satisfy regulations around data recovery,
financial services institutions often rely on cloud
services for remote, off-site storage. Holding
one or several copies of very large, constantly
changing data sets on different cloud platforms
means that data consistency challenges prevent
institutions from satisfying regulatory requirements.

SOLUTION

By implementing WANdisco Fusion technologies,
financial institutions can guarantee data
consistency across multiple cloud storage
instances – both within one cloud ecosystem or
even between different cloud service providers.

OUTCOMES

With guaranteed consistent data enabled by
WANdisco Fusion, financial institutions can choose
the most cost-effective cloud provider to meet
regulatory requirements, avoid non-compliance
fines, and protect mission-critical data.

AUTOMOTIVE USE CASE

CHALLENGE

Automotive companies generate truly vast
quantities of operational data, but in-house
compute capacity limits their analytics capabilities.
Cloud analytics offer the opportunity to ramp up
and scale back analytics power as needs wax and
wane; but transferring multi-terabyte data stores
to the cloud without disrupting day-to-day
operations can look impossible.

SOLUTION

By implementing WANdisco Fusion, companies
can migrate data to the cloud without interrupting
operations. Once data is on the cloud, WANdisco
Fusion ensures data consistency between
on-premises and cloud environments, again
without disrupting ongoing operations.

OUTCOMES

With always-current data on the cloud powered
by WANdisco Fusion, automotive companies
can exploit their data assets cost-effectively,
with elastically scalable analytics capacity that
matches demand efficiently, both saving costs
and delivering deeper analytics to the business.

READ MORE USE CASES
PAGE 11

cloud operations constraints by delivering a
single, continually updated version of critical
business data in every distributed location.
Put simply, businesses can make data changes
in any of their cloud environments without
introducing consistency issues at the other
cloud environment. Global data consistency
enables our customers to orchestrate the
entire multi-cloud infrastructure as a single,
integrated environment.

We expect the multi-cloud market potential
for WANdisco Fusion to grow as the demand
for moving code and data between cloud
instantiations increases.

Expanding our opportunities

WANdisco Fusion is relevant to any
organisation relying on vast quantities of
data for both core operations and innovation
in a distributed and mixed IT environment.
According to Gartner, “Globally consistent
data – accessible by users and applications
at all times – is essential to realise the full
potential of a multi-cloud architecture.”1

With Gartner and many other industry
analysts’ comments in mind, we are actively
investing in our go-to-market relationships
with our OEM partners, IBM and Alibaba,
and with our go-to-market partnerships
with Amazon Web Services, Microsoft
Azure, Google Cloud, Oracle, and other
industry titans. In particular, we continue
to make strides with go-to-market joint
marketing and joint solutions, and our
biggest wins this year demonstrate this
having come through the channel. As an
example, our AMD customer testimonial
begins by outlining how Microsoft Azure
and WANdisco teams worked together
to design a solution for their challenges.

We also continue to invest in leveraging
the extensibility of the WANdisco Fusion
platform with an expanded range of plug-ins
to address new market opportunities,
including the delivery of functionality for
cloud object storage systems, large-scale
data backup, and IBM Db2 Big SQL. Our
product roadmap includes functionality
that targets cloud-specific use cases for
migration, hybrid, multi-region and
multi-cloud operations.

1 Technology Insight for

Multicloud Computing, Gartner.

ANNUAL REPORT AND ACCOUNTS 2018 WANDISCO PLC

Strategic reportOUR MARKETS CONTINUED

WHAT DRIVES DEMAND?

As businesses and governments move their operational services to the cloud, relying
on traditional batch or overnight replication to provide data protection is no longer
sufficient. Our technologies solve the challenges of replicating data over cloud and
distributed networks – solving a critical issue for almost every modern enterprise.

Multi-cloud architectures
require fundamentally
different replication
technology
More than 70% of CIOs have a
cloud-first strategy, and multi-cloud
environments will quickly become
the norm. Ensuring unstructured data
accessibility, accuracy, and consistency
in these distributed data landscapes
is exceptionally difficult. LiveData for
Multicloud, part of the WANdisco
Fusion product family, is powerful
technology that solves these data
challenges, and enables efficient
multi-cloud data operations.

Protection from cloud vendor
over-reliance

By deploying WANdisco Fusion
LiveData for Multicloud, enterprises
can protect themselves from the
failure of a cloud data storage service
by having strongly consistent data in
an alternate cloud data storage service.

Using the right cloud
for the right job

By enabling strongly consistent data
on multiple cloud storage services,
enterprises can take advantage of each
cloud vendor’s unique or best-performing
capabilities without being locked in
to a single vendor’s price catalogue.

Consistent global data

By deploying WANdisco Fusion LiveData
for Multicloud, enterprises gain global
data resiliency, with the ability to fall
back to a current, consistent copy even
during unplanned outage – a critical
capability for highly regulated industries.

80% of new enterprise application

deployments will include a cloud component
(IDC Tech Spotlight Report: WANdisco)

3x increase in data IT organisations

must manage by 2025 (IDC Tech Spotlight
Report: WANdisco)

Hybrid-cloud data operations

Cost

Moving to the cloud offers the immediate
prospect of cost savings, but initial data migration
is complex and laden with business and technical
risk, potentially disrupting critical business
operations. Moreover, many enterprises need
to maintain both on-premises and cloud data
infrastructures. WANdisco technologies remove
the risk associated with complex migration
workflows, and enable business continuity even
during the transition. Once there, WANdisco
Fusion enables the cloud and on-premises
environments to operate in parallel, allowing
data, applications and users to capitalise on a
“same-data-everywhere” principle for hugely
enhanced operational efficiency.

As data volumes rise, enterprises seek to
improve their data management efficiency.
Retaining a static copy of data (sitting on
unused-until-needed backup equipment)
occupies significant, precious capacity –
and incurs unwanted costs. By implementing
WANdisco Fusion, enterprises can replicate
current data to these idle backup systems,
which can then be used to run active workloads.
The freed-up capacity results in cost savings and
improved infrastructure ROI. More importantly,
an enterprise multiplies the impact of their IT
investment, actively leveraging all of their data
infrastructure for enhanced data efficiency.

1 Only one coordination engine

technology on the market today supports
omni-directional replication

90% By 2022, public cloud services

will be essential for 90% of business
innovation (Gartner – Predicts 2019:
Increasing Reliance on Cloud Computing
Transforms IT and Business Practices)

Live data replication

Innovation

WANdisco Fusion is powered by DConE, a
high-performance coordination engine designed
to enable consistent data replication across
cloud and wide-area networks. Traditional
batch-based data replication does not guarantee
data consistency, and cannot operate over
wide-area networks such as the internet.
WANdisco Fusion uses DConE to coordinate
distributed changes to data, enabling shared
access to common data sets. The technology
works by applying a mathematically proven
approach to consensus, regardless of the
distance between data sources or types
of data stores. The business outcome: an
enterprise-wide view of data wherever
a business user resides.

Relying on public cloud services will bring
greater business risk from service outages
that are outside an enterprise’s control. With
innovation relying on access to data, mitigating
risk is an essential corporate objective. WANdisco
technologies enable a LiveData strategy, where
data is always available even if you suffer an
outage, and the same data is available at every
endpoint throughout the organisation. Free of
data availability risks, innovation is no longer
held back by the compromises and constraints
of existing data structures. Much of the potential
of tomorrow’s world will depend on globally
accessible, accurate, and protected data. If data
is the lifeblood of the modern business,
a LiveData strategy enabled by WANdisco
technologies will unlock the ideas and
productivity of the digital future.

WANDISCO PLC ANNUAL REPORT AND ACCOUNTS 2018

RETAIL USE CASE

CHALLENGE

Retailers rely on predictive analytics for enhanced customer experience and increased sales, but
collecting and collating data from branches, subsidiaries and overseas operations can take time –
and invoke considerable integration costs. How can retailers gather timely, complete data to ensure
their analytics deliver accurate – and valuable – results?

SOLUTION

By deploying WANdisco Fusion to provide continuous data replication from local systems, sources
and platforms to central systems, retailers can ensure analytics run against current data. WANdisco
Fusion replicates data continuously with no integration complexity, and without disruption or
change to local operations.

OUTCOMES

With analytics running on current data replicated from multiple sources, without transfer or data
migration delays, retailers gain unprecedented insight into consumer behaviours and preferences,
helping to tune the customer experience and increase cross- and up-sell opportunities.

MANUFACTURING CUSTOMER STORY: AMD PROTECTS AGAINST
DISASTER WITH CONTINUOUS REPLICATION TO THE CLOUD

To prepare for tornado season, AMD looked for a disaster recovery solution that it could deploy to
the cloud quickly and with minimal operational impact. AMD selected WANdisco Fusion to enable
continuous replication to a backup site in the cloud, ensuring geo-redundancy.

BUSINESS CHALLENGE

Any interruption to AMD’s critical systems could disrupt manufacturing processes, seriously
impacting profit. How could AMD protect its vital data in the case of an unplanned outage?

SOLUTION

AMD deployed WANdisco Fusion to handle continuous replication of critical business data to the
Azure cloud, enabling a hybrid-cloud environment with near-zero RPO/RTO for disaster recovery.

RESULTS

AMD has enabled full protection for critical business data and a smooth
transition to hybrid-cloud operations.

VIEW OUR CUSTOMER VIDEO
WWW2.WANDISCO.COM/AMD-VIDEO?UTM_
SOURCE=WEBSITE&UTM_MEDIUM=BANNER&UTM_
CAMPAIGN=19Q1-BD-LIVEDATA-FOR-MULTICLOUD

ANNUAL REPORT AND ACCOUNTS 2018 WANDISCO PLC

Strategic reportOUR BUSINESS MODEL

THE FOUNDATION
OF OUR VALUE

Our foundational technology ensures that an organisation’s
data is always available, always accurate and always
protected – wherever it is located and at any scale.

Our resources

What we do

Knowledge

Our development team has
strong domain experience and
knowledge in algorithm design
and information network security.

IP, technology
and infrastructure

The WANdisco Fusion
platform is built on unique,
patented technology.

Partnerships

We have developed a strong
network of partnerships to facilitate
sales generation through our OEM
partners and co-sell arrangements.

SEE PAGES 8 TO 11
OUR MARKETS

Our DConE
technology

Our game-changing, patented
Distributed Coordination Engine
(“DConE”) technology, used in
WANdisco Fusion and our other
products, uses consensus to keep
unstructured data accessible,
accurate and consistent in
different locations.

WANDISCO PLC ANNUAL REPORT AND ACCOUNTS 2018

WANdisco Fusion

WANdisco Fusion enables a
LiveData strategy, which ensures
data stays accurate and consistent
across all business application
environments, regardless of
geographic location, data
platform architecture or
cloud storage provider.

Our key strengths

EXPERIENCED
WORLD-CLASS
LEADERSHIP
TEAM

SIGNIFICANT
SALES
RELATIONSHIPS

Our strategy

We are accelerating the speed to
market of solutions co-developed
with our partners and exploring how
our technology can address
challenges in new technologies
such as blockchain.

Big Data solutions

We are the only company with
a solution for continuous replication
of changing or moving data, at vast
scale, between locations – and with
guaranteed data consistency.

Our key strengths

STRONG
INTELLECTUAL
PROPERTY

GLOBAL
CUSTOMER
BASE

Source Code
Management solutions

With our Source Code
Management products,
developers can work together
across locations, using the same
interface with their normal tooling
with no requirement for
additional training.

Cloud solutions

WANdisco Fusion
guarantees data availability
and consistency in cloud migration
and hybrid-cloud scenarios. LiveData
for Multicloud, our new offering,
is built for multi-cloud and
multi-region data centres.

The value we create

For customers

The ability to put all their data to work
for their business all the time, at any scale.

Investment in new technology

$8.1m

For employees

The growth of the business has
provided many opportunities for
existing and new colleagues and we
continue to invest in developing and
retaining our people and strengthening
the team.

Number of employees

148

For partners

We have an expanding network of
partners, all of which are dedicated to
meeting the needs of our customers.

Number of partners

SEE PAGES 14 TO 16
OUR STRATEGY

Reinvestment
We invest in our business; during 2018 areas of investment included
channel strategy and product development.

ANNUAL REPORT AND ACCOUNTS 2018 WANDISCO PLC

Strategic reportOUR STRATEGY

IT IS OUR AIM TO DELIVER
VALUE TO OUR SHAREHOLDERS

Sales channel development

Product innovation

Importance

2018 achievements

The channel partnerships we have
established are significant as:

• entered into an OEM sales agreement

with Alibaba Cloud;

• they provide WANdisco with access

to vast sales teams, adding significant
global and horizontal market reach;

• achieved co-sell status through
the Microsoft One Commercial
Partner Program;

• they allow us to drive more bookings

• significantly expanded relationship

at lower cost; and

• their endorsement of WANdisco Fusion
strengthens our brand and our portfolio
of partners.

We continue to seek opportunities
to expand our sales channels.

with IBM, with OEM royalty increasing
to 50% from 30%; and

• established a customer success team

focusing on supporting our customers
and partners.

Importance

2018 achievements

WANdisco’s technology solves critical data
management challenges across cloud
computing and Big Data for enterprise
customers and their service providers.

We identify development projects that will
enhance our technology and increase its
ease of use and functionality for customers
and end users, and we listen to existing
and potential customers and our channel
partners for future requirements.

• filed blockchain patent to protect

the use of our DConE;

• launched LiveData for Multicloud

guaranteeing data consistency across
multiple cloud providers; and

• IBM BigSQL co-engineered product
launched expanding addressable
LiveData market.

Importance

2018 achievements

People development

We want to provide an environment where
we attract, retain, develop and enable all
our people to demonstrate, grow and
apply their capabilities, offering opportunities
for everyone to reach their potential.

• enhanced our management team

with several key senior hires in product
development and marketing;

• provided new opportunities internally
resulting in a number of internal job
moves and promotions;

• enhanced our benefits package

to employees; and

• introduced our Bonusly recognition

portal that allows our people to thank
and recognise colleagues
for their contribution.

WANDISCO PLC ANNUAL REPORT AND ACCOUNTS 2018

Summary of achievements

Sales channel development

Of all the significant developments WANdisco
has delivered in 2018, the further execution
of our indirect sales plan has been the most
strategically important.

In 2016, WANdisco was still primarily a
direct sales organisation, with a market
reach that was limited by our finite sales
force. During 2017, we won or deepened
strategic relationships with market-leading
IT and cloud providers, including IBM, Dell
EMC and go-to-market partnerships with
Amazon Web Services, Microsoft Azure,
Google Cloud and Oracle.

During 2018 these partnerships were
further enhanced. WANdisco entered a new
OEM agreement with Alibaba Cloud and
also achieved co-sell status through the
Microsoft One Commercial Partner Program.
As a result, we can now take WANdisco
Fusion to market as a packaged offering
with Microsoft Azure. There was increased
momentum in cloud with three strategic
deals with high-profile Microsoft customers
and our largest-ever cloud contract with a
major US health insurer which leveraged
our strategic co-sell relationship with
Microsoft as the client looks to move data to
the Azure cloud. In addition, we significantly
expanded the relationship with IBM,
resulting in OEM royalty increasing to 50%
from 30%.

In February 2019 WANdisco received
Advanced Technology Partner status with
Amazon Web Services in the AWS Partner
Network. The Advanced Technology Partner
designation is the highest tier for Technology
Partners that provide software and internet
solutions in the AWS Partner Network.
WANdisco achieved its status through a
rigorous qualification process, based on
referenceable customers on the AWS
Platform and strict technical guidelines.

Driving channel sales success:
supporting our partners

During 2018 we invested in developing our
channel strategy, introduced dedicated
channel account managers for key partner
accounts and created a dedicated software
engineering team. Their remit is to work with
technology partners on the closer integration
of our technologies and to accelerate speed
to market with our joint solutions. We will
continue to develop this model further
including extending to our new partners.

Supporting our customers and partners is a
more efficient use of our resources and will
ultimately drive faster and more profitable
revenue growth.

The indirect sales plan: a breakdown
by channel

WANdisco continues to target third party
technology companies and cloud platform
providers who want to embed, offer or
recommend our Fusion product as part of
or an extension to their platforms. We will
continue to seek opportunities to form
closer partnership relationships.

Priorities for 2019

• in February 2019 we announced
that we have received Advanced
Technology Partner status with
Amazon Web Services;

• expand channel account

manager model; and

• expand partner channel further.

Priorities for 2019

• in January 2019 we announced the
launch of a new joint engineered
solution with IBM to support relational
database technology for the first time,
significantly expanding the Group’s
addressable market.

Priorities for 2019

• continue to develop our team with

internal job moves and promotions; and

• enhance our team with quality new

external hires.

SEE PAGE 17
KPIs

SEE PAGES 18 TO 21
RISKS

ANNUAL REPORT AND ACCOUNTS 2018 WANDISCO PLC

Strategic reportOUR STRATEGY CONTINUED

SOLVING DATA
MANAGEMENT CHALLENGES

Summary of achievements continued

Source Code Management

Product innovation

WANdisco’s technology solves critical data management
challenges across cloud computing and Big Data for enterprise
customers and their service providers. The ability to continuously
replicate at vast scale to the cloud and on-premises data centres
with guaranteed consistency, availability and no business disruption,
frees companies to innovate in the way they exploit data for new
business insights and initiatives.

WANdisco Fusion

WANdisco Fusion, is our next-generation replication platform,
an architecture that supports a wider range of data environments
than our original Hadoop deployments.

WANdisco Fusion for Multicloud

In October 2018, we announced the launch of WANdisco LiveData
for Multicloud. This enterprise replication software enables a
LiveData platform for a multi-cloud environment, ensuring data
accuracy and consistency for business applications in any
combination of major cloud environments.

WANdisco LiveData for Multicloud was borne from the cross-industry
imperative to have data accessibility and availability in heterogeneous
cloud data environments. The offering leverages WANdisco’s
strategic partnerships with the major cloud services providers,
including Microsoft Azure, Alibaba Cloud, Amazon Web Services,
Oracle, and IBM, who share a commitment to global enterprises
to enable viable and successful multi-cloud operations.

In addition, we have introduced greater flexibility in the way our
partners and their customers can use our technology. Additional
plug-ins mean WANdisco Fusion can address a wider range of use
cases, including large-scale data migration between data centres
and the use of cloud storage ”appliances”.

In January 2019 we announced a new joint engineered solution
with IBM to support relational database technology for the first
time, significantly expanding our addressable market. The IBM
Db2 Big SQL solution was jointly engineered between IBM and
WANdisco to extend the capability of IBM Big Replicate (IBM’s
product name for WANdisco Fusion) to support scenarios where
customers are looking to take advantage of hybrid cloud.

The need for data replication across distance is exemplified in
software development, where geographically dispersed teams of
engineers need to stay continuously in sync, confident that they
are all working with the latest code.

WANdisco Source Code Management (“SCM”) products, which
harness the same patented DConE as WANdisco Fusion, provide
real-time data synchronisation between diverse development
locations – between local and offshore software engineers, for
instance. This continues to provide a strong revenue stream.

Product protection: safeguarding our IP

WANdisco’s technology continues to be unrivalled in the marketplace.
Until we developed WANdisco Fusion, there was no practical or
affordable way for companies to keep mass-scale real-time data
consistently and continuously replicated across distance.

Our IP – as embodied in WANdisco’s DConE and the products we
have built from this – is well protected. To date, we have filed more
than 42 patents, and 21 have been granted already. We also have a
head start of more than twelve years over any potential competition.
This early foothold, and the ongoing improvements we are making
from experience with real-world applications of our technology at
massive scale, continue to ensure our market advantage.

During 2018 we filed a blockchain patent to protect the use of our
DConE to resolve issues associated with public blockchain technology.

Product plans for 2019 and beyond

Our product strategy will continue to evolve in line with our indirect
sales strategy, with further enhancements designed to capitalise on
the cross-industry opportunities and high-growth use cases we
have identified. Our main focus for 2019 will be to accelerate the
speed to market of solutions co-developed with or optimised for
our strategic partners.

WANDISCO PLC ANNUAL REPORT AND ACCOUNTS 2018

KEY PERFORMANCE INDICATORS

BUILDING FOUNDATIONS
FOR FUTURE GROWTH

Our KPIs reflect our financial performance in 2018.

Commentary on the actual performance of the Group against each of these KPIs
is set out in the Chairman and Chief Executive’s report and the Financial review.

New sales bookings ($m)

$16.2m

22.5

Revenue ($m)

$17.0m

16.2

15.5

17.4

9.0

17.0

19.6

11.4

11.0

11.2

Performance in 2018

The shift to cloud has resulted in an initial reduction in bookings
as cloud deals differ to our traditional business, with initially smaller
deals that are structured as annual recurring billings, rather than a
large upfront booking. Cloud deals offer the customer the ability
to start with a modest implementation, and then both expand
the size and extend the duration of the contract over time.

Revenue was lower due in part to the lower bookings experienced
in 2018 compared to the prior year, reflecting a partial shift to
cloud-based revenues with recurring annual revenues and
some deals that were delayed to future years. The 2018 figures
include the adoption of IFRS 15 “Revenue from Contracts with
Customers” and the prior years have not been restated and are
prepared on an IAS 18 basis. See Note 5 for a reconciliation.

Link to strategy

Cash overheads ($m)

$29.8m

29.8

24.5

23.4

34.6

36.0

Performance in 2018

Cash overheads increased in the year as we made investments
in go-to-market resources and engineering.

Link to strategy

Key

Sales channel
development

Product
innovation

People
development

SEE PAGES 14 TO 16
OUR STRATEGY

ANNUAL REPORT AND ACCOUNTS 2018 WANDISCO PLC

Strategic reportRISKS

KEY RISKS AND
RISK MANAGEMENT

The Group’s operations expose it to a variety of risks.

Effective risk management aids decision making, underpins
the delivery of the Group’s strategy and objectives, and helps to
ensure that the risks the Group takes are adequately assessed
and actively managed.

The Group regularly monitors its key risks and reviews its management
processes and systems to ensure that they are effective and consistent
with good practice. The Board is ultimately responsible for the
Group’s risk management.

The risk management process involves the identification and
prioritisation of key risks, together with appropriate controls and
plans for mitigation, which are then reported to the Board. As with
all businesses, the Group is affected by a number of risks and
uncertainties, some of which are beyond our control.

The table opposite shows the principal risks and uncertainties
which could have a material adverse impact on the Group.

This is not an exhaustive list and there may be risks and uncertainties
of which the Board is not aware, or which are believed to be
immaterial, which could have an adverse effect on the Group.

Risk management framework

Board of Directors

Leadership of risk management, sets strategic objectives and risk appetite and monitors performance

Accountable for the effectiveness of the Group’s internal control and risk management processes

Audit Committee

Delegated responsibility from the Board to oversee risk management and internal controls

Oversees the effectiveness of the Group’s internal control and risk management processes

Monitors the independence and expertise of the external auditor

Executive Directors

Communicate and disseminate risk policies

Support and help management to assess risk

Encourage open communication on risk matters

Assess materiality of risks in the context of the whole Group and monitor mitigation and controls

SEE PAGE 30
OUR GOVERNANCE FRAMEWORK

WANDISCO PLC ANNUAL REPORT AND ACCOUNTS 2018

PEOPLE

Risk description

Link to strategy

Our future success depends on retention of senior
management and key technical personnel. Whilst
much of our proprietary knowledge is documented,
our technical experts contribute valuable skills and
knowledge and, despite contractual confidentiality
agreements, there can be no guarantee that those
individuals will not in the future join competitors
or establish themselves in competition.

During the year the headcount increased from 132
to 148. This movement was a targeted increase in the
R&D, sales and customer support teams to provide
investment in our product and sales channel
strategy. It is essential that we retain and motivate
our workforce and attract the right talent in the case
of any replacement and new hires in the future.

FINANCING

Risk description

Link to strategy

Our product, Fusion, addresses a still-emerging
market in which we have limited forward visibility,
and we continued to be a loss-making business
in 2018.

Risk mitigation

Risk change

Decrease

Our human resources function oversees employee
communications to ensure, given our rapidly developing
markets, employees’ understanding of our strategic
direction enables them to make meaningful
contributions to the achievement of our goals.

Stock-based compensation has continued
to be an important component of retaining,
motivating and attracting key talent.

During 2018 we
significantly enhanced
our team through key
hires. In addition, we have
enhanced the benefits
package to our employees
and enhanced share
option participation.

Risk change

No change

At 31 December 2018
the Group’s cash
resources had reduced
to $10.8m (2017: $27.4m).
However, following the
end of the year the Group
announced that it had
raised further funds
of $17.5m.

Risk mitigation

Our own and partner sales pipelines continue
to grow, and we have continued to build on the
OEM relationship established with IBM during
2016. Operating costs increased during the year
due to some targeted investment in R&D, sales
and customer support teams. We have prepared a
detailed budget and forecasts of the Group’s expected
performance over a period covering at least the
next twelve months from the date of the approval
of these financial statements. As well as modelling
the realisation of the sales pipeline, these forecasts
also cover several scenarios.

Following the year end a share subscription raised
$17.5m of gross proceeds. We maintain close
relationships with our principal and potential providers
of finance and continue to review the need for
additional or alternative funding. See also Note 2(b).

Key

Sales channel
development

Product
innovation

People
development

ANNUAL REPORT AND ACCOUNTS 2018 WANDISCO PLC

Strategic report
RISKS CONTINUED

COMPETITION

Risk description

Link to strategy

Risk mitigation

Risk change

No change

There can be no guarantee that competitors will
not develop superior products. Competitors may
have or develop greater financial, marketing or
technical resources, enabling them to successfully
develop and market competing products.

We protect our intellectual property by securing patents
whenever possible. To date, we have filed more than
42 patents, 21 of which have been granted. We continue
to dedicate significant resource to the constant
enhancement of our core intellectual property.

During 2018 there
was no change in our
competitive environment.

As the open-source software on which we depend
is licensed for free, our ability to sell value-added
products may be limited by potential customers
opting to rely purely on the underlying open-source
software, together with any free extensions that
might be developed to address the same
challenges that our software resolves.

Senior management devotes considerable time and
resource to monitoring product releases by potential
competitors in the data replication software market,
both in the source code management and Big Data
replication markets.

During the year, we have continued to invest in
our technologies and there were further new
releases of our products.

CHANNEL PARTNER ENGAGEMENT

Risk description

Link to strategy

Risk mitigation

Risk change

No change

Our replication products serve both the source
code management and Big Data markets. In the
Big Data market we are in partnership with an
array of vendors that offer on-premises and
cloud solutions.

We have established a customer success team
who are focused on supporting our customers and
partners, developing new partner relationships and
creating new commercial propositions that
derive long-term value from these relationships.

During 2018 we added
new sales channels,
including a new OEM
with Alibaba Cloud.

Some of these partnerships are relatively new
business relationships. There is a risk that we
mismanage these relationships or that partners
decide not to devote significant sales or product
integration resource to our offerings.

RESOURCE ALLOCATION AND OPERATIONAL EXECUTION

Risk description

Link to strategy

Risk mitigation

Risk change

No change

We address a significant and rapidly growing
market, but, as a small company, we have limited
people and capital resources. Over time it will be
essential to keep adding to and refreshing this
resource, but always it will remain essential that
we ensure that resource is effectively directed to
addressing and delivering on our strategic goals.

We have a business planning process which aims
to ensure the investments we make and the
allocation of existing resource are aligned with our
strategic goals, which in turn are responsive to the
evolution of our marketplace.

We continued to improve internal financial reporting
and cost control processes. These financial reports
are regularly monitored by senior management and
the Board.

WANDISCO PLC ANNUAL REPORT AND ACCOUNTS 2018

PRODUCTS

Risk description

Link to strategy

Risk mitigation

The software on which our products is based is
complex and the products may contain undetected
defects which may be discovered after first introduction.
Such defects could damage the Group’s reputation
and reduce revenue from subscription renewals and
extensions. Many of our products are designed for use
with open-source software, whose development, by
the open-source community, we do not solely control.

Changes to its structure and development path
may impair the effectiveness of our products.

Regulation of data transfer is rapidly evolving and
additional regulations concerning user privacy, content
liability, data encryption and copyright protection
may reduce the value added by our products.

We have invested in quality control processes
and training within our engineering team. We
have a dedicated team committing code to relevant
open-source tools to ensure our products interact
well with open-source components and to monitor
evolving open-source projects to which we could
potentially add commercial value.

Our product roadmap is based on requirements
expressed by customers with whom we are pursuing
sales opportunities. Our product managers are mandated
to propose roadmap alterations if regulations render
our intended features either more or less relevant.

Risk change

No change

During 2018 we continued
to successfully release new
versions of our products.

SALES CYCLES, CAPABILITY AND CUSTOMERS’ BUDGET CONSTRAINTS

Risk description

Link to strategy

Risk mitigation

Risk change

No change

Any economic downturn may have an adverse
effect on the funds available for customers to invest
in our products. Increasing budget scrutiny may
periodically extend sales cycles, from customers’
evaluations through to commencement of
subscription contracts.

Our products enable significant savings on data
storage and processing and, therefore, demand
should be relatively insensitive to economic conditions.

Our strategy is oriented to generating a broad-based
set of sales opportunities, across regions, industries,
sizes of customer and technology use cases.

We have invested in senior management and systems
to manage the completion of sales engagement in an
efficient and commercially beneficial manner.

Variability of sales cycles across different sizes
and types of customer may bring volatility to our
quarterly results.

Any new sales executives joining the business, in a
rapidly changing marketplace, may take longer than
expected to reach full productivity in concluding
sales transactions.

Key

Sales channel
development

Product
innovation

People
development

ANNUAL REPORT AND ACCOUNTS 2018 WANDISCO PLC

Strategic reportFINANCIAL REVIEW

SIGNIFICANT PROGRESS
WITH PARTNERS

2018 HIGHLIGHTS

• Significant progress with major
cloud partners underpin the
Board’s confidence in our
strategy and product focus

• Targeted increases in

expenditure to support
our channel and
product development

• Raised $17.5m following

the year end

Like all companies, as required by the
International Accounting Standards Board
“IASB” the Group has initially adopted IFRS 15
“Revenue from Contracts with Customers”2
effective 1 January 2018. The effect of
initially applying IFRS 15 is mainly attributed
to the following:

• subscription term licence agreements are
now split into a licence and maintenance
and support element with the earlier
recognition of the licence element
reducing deferred revenue;

• recognition of an asset (receivable) for the
element of licence revenue recognised
above relating to a future year payment
instalment; and

• accrued commission costs are deferred
across the period over which the related
revenue is recognised.

IFRS 15 establishes a comprehensive
framework for determining whether, how
much and when revenue is recognised.
It replaced IAS 18 “Revenue”, the previous
reporting standard. The Group has adopted
IFRS 15 using the cumulative effect method
(without practical expedients), with the
effect of initially applying this standard
recognised at the date of initial application
(i.e. 1 January 2018). Accordingly, the
information presented for 2017 has not
been restated – i.e. it is presented, as
previously reported, under IAS 18, IAS 11
and related interpretations.

Deferred revenue from sales booked during
2018 and in previous years, and not yet
recognised as revenue, is $4.3m at 31

December 2018 (at 31 December 2017 this
stood at $14.2m, which was reduced
to $5.5m on a like-for-like basis
post IFRS 15). Our deferred
revenue represents future
revenue from new and
renewed contracts, many
of them spanning
multiple years.

Adjusted EBITDA loss4 was
$9.4m (2017: $0.6m). The
increased loss was due to
the strategic investments

we are making in our channel partner
relationships and engineering capabilities to
drive long-term growth. These investments
coincide with lower bookings and a reduction in
revenue as we continue to transition toward a
subscription model.

Statutory loss for the year increased to $18.6m
(2017: $13.5m).

Big Data and cloud –
WANdisco Fusion

Big Data revenue was $10.8m (2017: $11.1m),
reflecting a partial shift to cloud-based
revenues with recurring annual revenues and
some deals that were delayed to future years.

While contract wins continue to exhibit
variability in the timing of their completion,
we expect the transition to more annual
recurring revenues to provide greater
predictability in the future.

Source Code Management

Source Code Management “SCM” revenue
for the year was $6.2m (2017: $8.5m).
The adoption of IFRS 15 and its impact on
deferred revenue at the beginning of the
year negatively impacted SCM revenues.

The majority of revenues have come from
contract renewals, and the SCM product
line continued to generate positive margin
contribution due to its product maturity,
strong licence renewals from existing
customers and the inherent operating
leverage in the business.

Operating costs

Cash overheads3 increased in the year as
we made investments in go-to-market
resources and engineering, rising to
$29.8m from $24.5m in 2017.

Operating expenses increased to $37.6m
(2017: $27.4m) due to the reasons above,
an increase in the share-based payment
charge of $3.7m and lower development
capitalisation of $1.4m.

Product development expenditure capitalised
in the year was $4.9m (2017: $6.3m). All of
this expenditure was associated with new

WANDISCO PLC ANNUAL REPORT AND ACCOUNTS 2018

product features. The lower amount for
2018 as compared to the prior year reflects
lower capitalisation of development costs
and not a reduction in gross research and
development spend.

Our headcount was 148 as at 31 December
2018 (December 2017: 132). Headcount
increases in the year were principally in
Sales and Marketing and Engineering as
we added capacity to service our new and
expanded channel partner relationships
and develop new cloud-focused products.

Profit and loss

Foreign exchange

WANdisco plc is a geographically dispersed
software development organisation. The
functional currency is US dollars and all of
our revenue is denominated in US dollars.
Nearly all of our customers are in the USA.
Brexit is not expected to have a material
effect on revenue.

From a cost perspective, approximately 1/3
of our operating costs are denominated in
sterling. Depending on the type of Brexit,
sterling may either appreciate or depreciate
against the US dollar, and this may impact
profitability accordingly.

Adjusted EBITDA4 loss for the year was
$9.4m (2017: $0.6m).

Personnel matters

The loss after tax for the year increased
to $18.6m (2017: $13.5m), as a result of the
lower revenue and increased overheads
and share-based payment charge. The
exceptional finance gain of $2.8m (2017:
$4.0m loss) arose from the retranslation of
intercompany balances at 31 December 2018,
reflecting the reduction in sterling against
the US dollar. The impact of FX rate changes
on the financial statements should be
restricted to the retranslation of US dollar
denominated intercompany loans, as opposed
to the operating activities of the business.
An equal and opposite translation gain on the
net assets of overseas net assets in reserves
result in no impact on the Group net assets.

Balance sheet and cash flow

Trade and other receivables at 31 December
2018 were $7.4m (31 December 2017: $6.0m,
which was increased to $7.3m on a like-for-
like basis post IFRS 15). This includes $1.8m
of trade receivables (31 December 2017: $2.1m)
and $5.6m related to non-trade receivables
(31 December 2017: $3.9m, which was increased
to $5.2m on a like-for-like basis post IFRS 15).

Net consumption of cash was $16.7m before
financing (2017: $5.3m), resulting in a closing
cash balance of $10.8m at 31 December 2018.
The consumption of cash was due primarily
to lower revenues and an increase in Cash
overheads. At 31 December 2018 we had
drawings under our revolving credit facility
with Silicon Valley Bank of $3.9m.

Brexit

The Company has analysed the
potential impact on the Company in
the following parameters:

• foreign exchange fluctuations;

• personnel matters; and

• export/import.

As a technology company at the cutting
edge of research, our business depends on
being able to attract talent from everywhere.
Presently we employ a small number of EU
nationals in our UK operations. Potential
changes to immigration controls and visa
requirements may add complexity and cost
to attract such individuals in the future. It is
difficult to quantify the costs at this stage until
the extent of the immigration issues becomes
known, but potentially legal costs and other
compliance related expenses may rise.

Export/import

WANdisco does not export any physical goods
nor are any physical goods a component of
cost of goods sold. We typically electronically
deliver our software to our customers, thus
the re-imposition of border controls on
imports or exports to the EU should not have
a material effect on our business. Nearly all
of our customers are invoiced out of the
USA in US dollars, and therefore no issues
with VAT compliance are envisaged as well.

Subsequent events

After the year end on 14 February 2019 we
announced the subscription of 2,489,499
new ordinary shares of 10 pence each in
the Company by existing shareholders at a
price of 546 pence (a premium of 9.2% on
the closing share price on 13 February 2019)
raising gross proceeds of $17.5m. The proceeds
will be used to support our relationships
with strategic partners and provide growth
working capital.

Adoption of QCA Code

The Directors recognise the importance
of good corporate governance and have
chosen to apply the Quoted Companies
Alliance Corporate Governance Code (the
“QCA Code”). The QCA Code was developed
by the QCA in consultation with a number of

significant institutional small company
investors, as an alternative corporate
governance code applicable to AIM
companies. The underlying principle of
the QCA Code is that “the purpose of good
corporate governance is to ensure that the
Company is managed in an efficient,
effective and entrepreneurial manner for
the benefit of all shareholders over the
longer term”.

The QCA Code contains 10 separate
principles of good corporate governance.
WANdisco complied with all 10 principles
during the year, with the exception of Principle
5 which recommends that the Chairman
and CEO positions are separate roles, and
at least two Directors are independent.

For part of the year there was only one
independent Non-executive Director
(Karl Monaghan). This was resolved on 19
November 2018 following the appointment
of Bob Corey as Vice Chair and Senior
Non-executive Director.

Our Nomination Committee regularly considers
candidates for additional independent NEDs to
add to the Board, information about which,
including the Board Committees, can be found
on our website. Further information on
compliance with the QCA Code is included in
the governance section of this Annual Report
and Accounts on pages 26 to 42.

ERIK MILLER
CHIEF FINANCIAL OFFICER
23 APRIL 2019

1 Bookings as defined in this Annual Report and

Accounts represent the total value of all contracts
received in the year including both new and
renewal bookings.

2 Effective 1 January 2018, the Company adopted

IFRS 15 “Revenue from Contracts with Customers”,
which impacted the Company’s recognition
of revenue from certain of its term licence
agreements. The Company adopted IFRS 15
using the cumulative effect method (without
practical expedients), with the effect of initially
applying this standard recognised at the date
of initial application (i.e. 1 January 2018).
Accordingly, the information presented for
2017 has not been restated – i.e. it is presented,
as previously reported, under IAS 18, IAS 11
and related interpretations. In the interest of
comparability during the transition year to IFRS 15,
the Company has provided revenue, adjusted
EBITDA and operating loss information in
accordance with both IFRS 15 and also under the
previous revenue recognition standard in effect
prior to the adoption of IFRS 15 (IAS 18 “Revenue”).
See Note 5 for a reconciliation.

3 Operating expenses adjusted for: depreciation,
amortisation, capitalisation of development
expenditure and equity-settled share-based
payment. See Note 11 for a reconciliation.

4 Operating loss adjusted for: depreciation,

amortisation, capitalisation of development
expenditure and equity-settled share-based
payment. See Note 11 for a reconciliation.

ANNUAL REPORT AND ACCOUNTS 2018 WANDISCO PLC

Strategic reportOUR PEOPLE

DELIVERING
RELEVANT TALENT

WANdisco prides itself on its wealth of talent and its retention record.
This is important given the competition for good software engineers.
We have a strong track record of keeping people challenged, motivated
and enthused by the complex scenarios our technology addresses.

Our employees in the UK come from
all over the world and include graduates
and PhD students from Queen’s University,
Belfast, Northern Ireland, which is globally
acclaimed for its IT credentials.

Sheffield is our European base and home
to both our core technology development
and customer support teams.

In Belfast we also have part of our software
development team, including the core of
the WANdisco Fusion development team.
During the year, we successfully secured
£248,000 of R&D support towards the
continued development of the WANdisco
Fusion LiveData platform from Invest
Northern Ireland.

We continue to look for opportunities
to achieve gender balance in our hiring

policies, in addition to seeking the best
professionals across the age and experience
spectrum. Our approach continues to be to
match the most appropriate person to the
role, but in light of findings that female
representation in technology companies is
still below 20% in some Western markets, we
have taken proactive steps, such as improving
our maternity provision, to ensure that our
Company policies are not a barrier to women
considering IT as a long-term career.

In addition, we have continued to take
proactive steps during the year to attend
local events which aim to encourage more
women into careers in engineering.

At a grass-roots level, we are also committed
to attracting talented new generations to data
science and are working with Sheffield Hallam
University to support and nurture talent.

In addition to providing work that stretches
our people, we operate a mentoring scheme
for those joining us fresh from university or
early in their careers. Our young engineers
are given the chance to shadow and work
alongside data scientists with PhDs, many
of whom have 30 or more years’ real-world
experience. Our Chief Data Scientist, Inventor
and Co-founder, Dr Yeturu Aahlad, who
developed the complex mathematical
algorithm that forms the basis of WANdisco’s
patented DConE technology, is well known
for being highly approachable. Our younger
employees say that their day-to-day
contact with Dr Aahlad and other senior
engineers is more inspiring and useful than
weeks of classroom training. Dr Aahlad is
recognised as a global authority on distributed
computing. He has a PhD in the subject
from the University of Texas, Austin, as well
as a BSc in Electrical Engineering from the
Indian Institute of Technology (IIT), Madras.

In 2018 we significantly strengthened
our engineering team due to the addition
of Dr Ramki Thurimella who joined in
January 2018 as our VP of Research.

California: Silicon Valley

Silicon Valley is a recognised centre of
excellence for open-source development.
In San Ramon, California, our engineering
heritage goes back to our roots in the Hadoop
open-source community. Today, some
17 developers are based here, including our
Chief Data Scientist, Dr Yeturu Aahlad, and our
Chief Technology Officer, Jagane Sundar,
who is a skilled developer. Our engineering
team was enhanced by Dr Ramki Thurimella,
VP of Research who joined us in January 2018.

WANDISCO PLC ANNUAL REPORT AND ACCOUNTS 2018

DELIVERING ON CORPORATE
SOCIAL RESPONSIBILITY

WANdisco’s overriding purpose is to power the LiveData future in a
responsible and efficient manner. We aspire to apply sustainability
management standards equal to our business ambitions, and every day
we strive to make a difference in the communities in which we operate.

Although many schools have introduced
creative ways to teach coding to even very
young children, David wants to see schools
inspiring pupils to use technology to solve
real-world problems – skills he believes will
be more useful to the economy in the future.

During 2018, pupils and parents at a Sheffield
school have been given a glimpse into a new
addition to the curriculum after a £1.1m
boost from the David & Jane Richards Family
Foundation to empower and improve the
lives of children. At David’s old school,
Tapton Secondary School in Crosspool, a new
hands-on course has launched which will
teach pupils how to use apps to manipulate
and analyse huge amounts of data.

As a Company we have a strong ethos of
giving back to the community. This includes
fostering the next generation of data scientists.
This commitment spans both sides of the
Atlantic, from Sheffield in the UK, where the
Company’s British operations are based (and
where CEO David Richards originates from)
and the Belfast operation, to Silicon Valley,
where WANdisco’s North American operations
are headquartered.

In 2018, the Company and its employees
supported the following charitable and
community causes:

The Sheffield UTC Academy Trust
(University Technical College)

Members of our Sheffield team attended
a mentoring event to encourage college
students to consider careers in tech and
widen their horizons on the types of jobs
within the industry.

Sheffield Hallam University interaction

During 2018 we have undertaken projects
with Sheffield Hallam to provide students with
hands-on experience to apply their learning.

It aims to inspire the next generation of
technology entrepreneurs and focuses on
data science to give young people the ability
to understand and solve real-world problems.

We have organised a tour and presentation
for 16 International Business Management
students from Sheffield Hallam to give them
exposure to the industry and our workplace.

We have continued our practice to take
Sheffield University placement students.

School placements

We have provided work experience
placements for secondary school children
(Tapton Secondary School and Westfield
Secondary School) in Sheffield.

David & Jane Richards Family
Foundation, https://djrff.org

Through the charitable David & Jane Richards
Family Foundation, WANdisco’s CEO,
David Richards, is investing in programmes
to improve the way schools inspire children
to learn about technology, specifically
data science.

In addition, the foundation launched a new
initiative in the year to spread the awareness
of the plight of bees and help children learn
about nature and ecology. The registered
charity is helping to fund an apiary at
Wisewood Community Primary School
in Sheffield.

Animal Rescue Foundation (“ARF”)

ARF works with shelters to coordinate care
for animals in the recent fire-affected areas.
Founded in 1991, ARF has rescued more
than 40,000 cats and dogs and is committed
to being a no-kill shelter. Our San Ramon
office collected $857 and, with the Company’s
match, we donated $1,715 to ARF.

ANNUAL REPORT AND ACCOUNTS 2018 WANDISCO PLC

Strategic reportBOARD OF DIRECTORS

David Richards
Chairman, President, CEO and Co-founder

Bob Corey
Vice Chairman and Senior Non-executive Director

Erik Miller
Chief Financial Officer

Age

67
Length of tenure

Age

58
Length of tenure

Appointed 19 November 2018

Appointed 5 December 2016

Skills and experience

Erik was the Chief Financial Officer of Envivio, Inc.,
a NASDAQ-listed provider of video transcoding
software from February 2010 to January 2016,
following its acquisition by Ericsson AB. From
January 2008 to July 2009, Erik served as Chief
Financial Officer at SigNav Pty. Ltd., a component
supplier to the wireless industry, where he was
responsible for finance and administration functions.
From March 2006 to January 2008, he served as
Chief Financial Officer at Tangler Pty. Ltd., a social
networking company, where he was responsible for
finance and administrative functions. Erik received
a BS degree in Business Administration from
the University of California, Berkeley.

External appointments

None.

Skills and experience
Bob brings more than 30 years of executive
and financial management experience in public
and private companies in Silicon Valley with
software and hardware companies.

Bob is highly experienced in managing the
financial aspects of public companies; he has
a strong history with Wall Street, and extensive
mergers and acquisitions experience. He also
has deep corporate governance acumen and
has served on numerous boards in Silicon Valley
as Chairman of the Board, Chairman of the Audit
Committee, and a member on Compensation
and Nomination and Governance Committees.

Formerly Bob was Chief Financial Officer
of Callidus Software, a $2.4bn acquisition by
SAP in April 2018. Until September 2017, he sat
on the Board and chaired the Audit Committee
for Apigee, a $625m acquisition by Google. He
has also served as the Chief Financial Officer
of FrontRange Solutions USA Inc., an enterprise
software company. Prior to FrontRange, Bob was
a member of the Board of Directors at Extreme
Networks, Inc., an ethernet solutions company,
ultimately serving as Interim Chief Executive
Officer and Executive Vice President and Chief
Financial Officer. Bob has also served as a
member of the Board of Directors for AmberPoint,
Interwoven, Live Ops and Veraz Networks.

Bob began his career at Arthur Andersen, is a
California CPA (not current), and has a Bachelor
of Business Administration, Accounting from
California State University at Fullerton. Bob is a
Veteran of the United States Air Force, where he
served as an Air Traffic Controller.

External appointments

None.

Age

48
Length of tenure

Appointed 11 May 2012
(Chairman from 6 October 2016)

Skills and experience

Since co-founding the Company in Silicon Valley
in 2005, David has led WANdisco on a course for
rapid international expansion, opening offices in
the UK, Japan and China. David spearheaded
WANdisco to a hugely successful listing on the
London Stock Exchange (WAND:LSE) and, shortly
after, the acquisition of AltoStor, which accelerated
the development of WANdisco’s first products for
the Big Data market.

A passionate advocate of entrepreneurship, David
has established and successfully exited several highly
successful Silicon Valley technology companies.
David was the founder and CEO of Librados, an
application integration software provider, and led
the company’s acquisition by NASDAQ-listed
NetManage, Inc. in 2005. David is a frequent
commentator on a range of business and technology
issues, appearing regularly on Bloomberg and CNBC.
David holds a BSc in Computer Science from the
University of Huddersfield.

After Paul Walker, the former Chairman, stepped
down from the Board in October 2016, David took
the role of Chairman. In 2017 David was awarded an
Honorary Doctorate by Sheffield Hallam University
in recognition of him being a champion of British
technology and a passionate advocate
of entrepreneurship.

David and his wife Jane founded the David
& Jane Richards Family Foundation with the
purpose to educate, empower and improve the
lives of children through hands-on programmes
and targeted assistance. They aim to encourage
children to fulfil their potential and make a positive
impact on the world around them. The first
programmes commenced in 2018 in some state
schools in the UK, where they will use new methods
to teach computing skills and install beehives
as part of a wider teaching curriculum.

External appointments

With over 20 years of executive experience in the
software industry, David sits on a number of
advisory and executive boards of Silicon Valley
start-up ventures.

WANDISCO PLC ANNUAL REPORT AND ACCOUNTS 2018

Dr Yeturu Aahlad
Chief Data Scientist, Inventor and Co-founder

Grant Dollens
Non-executive Director

Age

61
Length of tenure

Age

40
Length of tenure

Karl Monaghan
Non-executive Director

Age

56
Length of tenure

Appointed 23 February 2017

Appointed 9 October 2016

Appointed 5 December 2016

Skills and experience

Dr Aahlad is a recognised worldwide authority
on distributed computing. He is named in 35
WANdisco patents, including US and international
patents, continuations and divisionals. It was
Dr Aahlad’s vision and years of persistence that led
to the invention of technology that many thought
was impossible – that of Active-Active replication
(WANdisco’s patented DConE technology). Prior to
WANdisco, Dr Aahlad served as the distributed
systems architect for iPlanet (Sun/Netscape Alliance)
Application Server. At Netscape, Dr Aahlad joined the
elite team in charge of creating a new server platform
based on the CORBA distributed object framework.

Prior to Sun/Netscape Dr Aahlad worked
on incorporating the CORBA security service
into Fujitsu’s Object Request Broker. Dr Aahlad
designed and implemented the CORBA event
services while working on Sun’s first CORBA
initiative. Earlier in his career, Dr Aahlad worked
on a distributed programming language at
IBM’s Palo Alto Scientific Center.

Dr Aahlad has a PhD in Distributed Computing
from the University of Texas, Austin, and a BSc
in Electrical Engineering from IIT Madras.

External appointments

None.

Prior to founding Global Frontier Investments, LLC,
Grant was an investment analyst and member
of the Investment Committee for Ayer Capital,
a long/short equity healthcare fund, where he was
focused on medical devices, diagnostics, healthcare
services, biotechnology and pharmaceutical
investments. Prior to Ayer, Grant was an associate
in the healthcare group at BA Venture Partners (now
Scale Ventures), where he sourced, evaluated and
invested in private medical device, biotechnology,
specialty pharmaceutical and healthcare service
companies. Before BA Venture Partners, Grant
was an investment banking analyst in corporate
finance at Deutsche Bank Alex. Brown focused
on the technology sector.

Grant received his MBA from the Kellogg School
of Management at Northwestern University, with
majors in Analytical Finance, Management and
Strategy, and Accounting. He received his BSc in
Biomedical Engineering from Duke University.

External appointments

Grant founded Global Frontier Investments, LLC,
a long-term oriented global equities fund, in 2010
and serves as its Portfolio Manager. Grant is also
a member of the board of ColdQuanta, Inc.

Karl brings a wealth of capital markets and board
experience. Prior to founding Ashling Capital, Karl
has worked in corporate finance for Robert W.
Baird, Credit Lyonnais Securities, Bank of Ireland,
Johnson Fry and BDO Stoy Hayward. Additionally,
he trained as a Chartered Accountant with KPMG
in Dublin and holds a Bachelor of Commerce
degree from University College Dublin.

External appointments

Karl is currently Managing Partner at
Ashling Capital LLP, which he founded in
December 2002, to provide consultancy services
to both quoted and private companies.

Karl is also currently a Non-executive Director of
AIM company CareTech Holdings plc. In addition,
Karl was a Non-executive Director of Sabien
Technology Group plc until 21 December 2018.

Committee membership key

Audit Committee

R Remuneration Committee

Nomination Committee

Committee Chairman

ANNUAL REPORT AND ACCOUNTS 2018 WANDISCO PLC

GovernanceEXECUTIVE TEAM

AN EXPERIENCED TEAM

David Richards
Chairman, President,
CEO and Co-founder

See page 26

Jagane Sundar
Chief Technology Officer
Length of tenure

Six years

Paul Scott-Murphy
VP Product Management
Length of tenure

Four years

Dr Ramki Thurimella

VP Research

Length of tenure

One year

Keith Graham

SVP Global Sales

Length of tenure

Four years

Peter Scott

SVP Business Development

Length of tenure

Ten years

Skills and experience

Jagane has extensive Big Data, cloud,
virtualisation and networking experience and
joined WANdisco through its acquisition of
AltoStor, a Hadoop-as-a-Service platform company.
Before AltoStor, Jagane was founder and Chief
Executive Officer of AltoScale, a Hadoop and
HBase-as-a-Platform company acquired by
VertiCloud. His experience with Hadoop began as
Director of Hadoop Performance and Operability
at Yahoo!. Jagane’s accomplishments include the
creation of Livebackup, an open-source project
for KVM VM backup. Jagane received his BE in
Electronics and Communications Engineering
from Anna University.

Paul has overall responsibility for WANdisco’s
product strategy, including the delivery of product
to market and its success. This includes directing
the product management team, product strategy,
requirements definitions, feature management
and prioritisation, roadmaps, coordination of
product releases with customer and partner
requirements and testing. Previously Regional
Chief Technology Officer for TIBCO Software
in Asia Pacific and Japan. Paul has a Bachelor of
Science with first class honours and a Bachelor
of Engineering with first class honours from
the University of Western Australia.

Dr Thurimella has extensive experience in

Keith previously spent nine years with TIBCO

Peter was a member of the sales management

algorithm design and information security.

Software in Asia Pacific including serving for

team at Empirix’s Web Business Unit, which was

He has published over 50 peer-reviewed papers

over five years as Regional Vice President and

acquired by Oracle. He was also part of the sales

and three book chapters in these areas. He held

Managing Director of Australia and New Zealand.

management team at Vecta Software, a CRM and

various senior positions at the University of

Keith worked at Librados as Vice President EMEA,

business intelligence software vendor. He began

Denver, including the Director of Cybersecurity

where he was part of the founding team from

his career with Sales Dynamics, helping early

and the Chair of Computer Science and was

start-up until the acquisition by NetManage.

stage venture-backed technology companies

Director of Engineering at P2 Energy Solutions

He was a Regional Director at Reuters Plc,

establish sales processes that enabled them to

and Software Architect and Project Manager

where he was responsible for Reuters’ $100m+

achieve aggressive revenue targets. Prior to his

at Symphony Media. Dr Thurimella has a PhD

software solutions business. Keith holds an MA

career in technology sales, Peter spent six years

in Parallel Graph Algorithms from the University

in Management Science and Information Systems

in the British Army with the Royal Engineers.

of Texas, Austin, and an MS in Computer Science

Studies from Trinity College, Dublin.

from IIT Madras.

Erik Miller
Chief Financial Officer

See page 26

Dr Yeturu Aahlad
Chief Data Scientist, Inventor
and Co-founder

See page 27

Joel Horwitz
SVP Marketing

Length of tenure

Three months

Anne Lynch
SVP Human Resources

Length of tenure

Two years

Skills and experience

Joel previously was Global Vice President
of Strategic Partnerships and Offerings for
IBM’s Digital Business Group. At IBM, he led
the formation of the IBM Data Science and
Machine Learning product portfolio through
strategic marketing and partner ecosystem
development. He delivered growth at various data
and analytics start-ups, including AVG Technologies,
Datameer, Alpine Data Labs and H2O.ai. Joel holds
an MBA in International Business from the University
of Pittsburgh and an MS and BSc in Nanotechnology
from the College of Engineering at the University
of Washington, Seattle, WA.

Anne was the VP HR of Envivio. She was also the
VP HR for Harmonic, Inc. as well as the Director
General of Harmonic Europe. She has also held
senior level positions at Quantum (Seagate),
Schlumberger Limited and Computer Sciences
Corporation (“CSC”). Anne earned her BA at
Clarke University and completed graduate studies
in Linguistics at Emory University and postgraduate
studies at L’université Paris-Sorbonne. She has a
Master of Arts degree in Business Leadership and
Ethics from St. Mary’s College of California.

WANDISCO PLC ANNUAL REPORT AND ACCOUNTS 2018

Larry Webster

Daud Khan

General Counsel and Company Secretary

VP Corporate Development

Length of tenure

Five years

Length of tenure

One year

Larry previously worked at Wilson Sonsini

Daud has spent the majority of his career

Goodrich & Rosati, a large California-based law

following and commentating on infrastructure

firm, where he provided advice and services both

and application software companies and IT service

to large corporations and emerging growth

companies. He was a Director in equity research

technology companies. He also had roles in

at Canaccord Genuity covering UK technology

Gunderson Dettmer, another Silicon Valley firm,

companies. Previously at Berenberg, where he

and Hughes & Luce, a Dallas law firm. He started

established its global technology research franchise.

his legal career at telecommunications giant

Daud has also had senior roles at JP Morgan

Northern Telecom in Texas. Larry holds a JD

Cazenove and Merrill Lynch. Daud qualified as an

from Brigham Young University, a BSc in Business

accountant (ACA) from PwC in 1999 and has an

Management and a BA in Asian Studies, also

MA in Computer Science/Management Studies

from Brigham Young University.

from the University of Cambridge.

Jagane Sundar

Chief Technology Officer

Length of tenure

Six years

Paul Scott-Murphy

VP Product Management

Length of tenure

Four years

Dr Ramki Thurimella
VP Research
Length of tenure

One year

Keith Graham
SVP Global Sales
Length of tenure

Four years

Peter Scott
SVP Business Development
Length of tenure

Ten years

Skills and experience

Jagane has extensive Big Data, cloud,

Paul has overall responsibility for WANdisco’s

virtualisation and networking experience and

product strategy, including the delivery of product

joined WANdisco through its acquisition of

to market and its success. This includes directing

AltoStor, a Hadoop-as-a-Service platform company.

the product management team, product strategy,

Before AltoStor, Jagane was founder and Chief

requirements definitions, feature management

Executive Officer of AltoScale, a Hadoop and

and prioritisation, roadmaps, coordination of

HBase-as-a-Platform company acquired by

product releases with customer and partner

VertiCloud. His experience with Hadoop began as

requirements and testing. Previously Regional

Director of Hadoop Performance and Operability

Chief Technology Officer for TIBCO Software

at Yahoo!. Jagane’s accomplishments include the

in Asia Pacific and Japan. Paul has a Bachelor of

creation of Livebackup, an open-source project

Science with first class honours and a Bachelor

for KVM VM backup. Jagane received his BE in

of Engineering with first class honours from

Electronics and Communications Engineering

the University of Western Australia.

from Anna University.

Dr Thurimella has extensive experience in
algorithm design and information security.
He has published over 50 peer-reviewed papers
and three book chapters in these areas. He held
various senior positions at the University of
Denver, including the Director of Cybersecurity
and the Chair of Computer Science and was
Director of Engineering at P2 Energy Solutions
and Software Architect and Project Manager
at Symphony Media. Dr Thurimella has a PhD
in Parallel Graph Algorithms from the University
of Texas, Austin, and an MS in Computer Science
from IIT Madras.

Keith previously spent nine years with TIBCO
Software in Asia Pacific including serving for
over five years as Regional Vice President and
Managing Director of Australia and New Zealand.
Keith worked at Librados as Vice President EMEA,
where he was part of the founding team from
start-up until the acquisition by NetManage.
He was a Regional Director at Reuters Plc,
where he was responsible for Reuters’ $100m+
software solutions business. Keith holds an MA
in Management Science and Information Systems
Studies from Trinity College, Dublin.

Peter was a member of the sales management
team at Empirix’s Web Business Unit, which was
acquired by Oracle. He was also part of the sales
management team at Vecta Software, a CRM and
business intelligence software vendor. He began
his career with Sales Dynamics, helping early
stage venture-backed technology companies
establish sales processes that enabled them to
achieve aggressive revenue targets. Prior to his
career in technology sales, Peter spent six years
in the British Army with the Royal Engineers.

Joel Horwitz

SVP Marketing

Length of tenure

Three months

Anne Lynch

SVP Human Resources

Length of tenure

Two years

Larry Webster
General Counsel and Company Secretary

Daud Khan
VP Corporate Development

Length of tenure

Five years

Length of tenure

One year

Skills and experience

Joel previously was Global Vice President

Anne was the VP HR of Envivio. She was also the

of Strategic Partnerships and Offerings for

VP HR for Harmonic, Inc. as well as the Director

IBM’s Digital Business Group. At IBM, he led

General of Harmonic Europe. She has also held

the formation of the IBM Data Science and

senior level positions at Quantum (Seagate),

Machine Learning product portfolio through

Schlumberger Limited and Computer Sciences

strategic marketing and partner ecosystem

Corporation (“CSC”). Anne earned her BA at

development. He delivered growth at various data

Clarke University and completed graduate studies

and analytics start-ups, including AVG Technologies,

in Linguistics at Emory University and postgraduate

Datameer, Alpine Data Labs and H2O.ai. Joel holds

studies at L’université Paris-Sorbonne. She has a

an MBA in International Business from the University

Master of Arts degree in Business Leadership and

of Pittsburgh and an MS and BSc in Nanotechnology

Ethics from St. Mary’s College of California.

from the College of Engineering at the University

of Washington, Seattle, WA.

Larry previously worked at Wilson Sonsini
Goodrich & Rosati, a large California-based law
firm, where he provided advice and services both
to large corporations and emerging growth
technology companies. He also had roles in
Gunderson Dettmer, another Silicon Valley firm,
and Hughes & Luce, a Dallas law firm. He started
his legal career at telecommunications giant
Northern Telecom in Texas. Larry holds a JD
from Brigham Young University, a BSc in Business
Management and a BA in Asian Studies, also
from Brigham Young University.

Daud has spent the majority of his career
following and commentating on infrastructure
and application software companies and IT service
companies. He was a Director in equity research
at Canaccord Genuity covering UK technology
companies. Previously at Berenberg, where he
established its global technology research franchise.
Daud has also had senior roles at JP Morgan
Cazenove and Merrill Lynch. Daud qualified as an
accountant (ACA) from PwC in 1999 and has an
MA in Computer Science/Management Studies
from the University of Cambridge.

ANNUAL REPORT AND ACCOUNTS 2018 WANDISCO PLC

GovernanceVICE CHAIRMAN’S INTRODUCTION TO GOVERNANCE

HIGH STANDARDS OF
CORPORATE GOVERNANCE

the Company should have at least two. This was resolved on
19 November 2018 following the appointment of Bob Corey
as Vice Chairman and Senior Non-executive Director.

• David Richards fulfils the role of Chairman and CEO of the

Company. David took on both roles following the resignation of
the prior Chairman. Bob Corey was appointed in November 2018
as Senior Non-executive Director and Vice Chairman to better
balance the roles of CEO and Chairman.

During the year under review, we have continued to evaluate
the composition of our Board and have appointed a Vice Chairman
and new Senior Non-executive Director, Bob Corey.

In considering refreshment of the Board and succession planning, the
Board will have regard to ongoing developments and trends including
in relation to matters such as diversity in its broadest sense. Whilst the
Company pursues diversity, including gender diversity, throughout the
business, the Board is not committed to any specific targets. Instead,
the Board will continue to pursue a policy of appointing talented
people at every level to deliver high performance.

The Board holds all its strategic decision-making meetings at the
Group’s US offices and, as a result, takes the opportunity to meet
with members of the Executive Team and to build on knowledge
of the business. There are regular interactive presentations from,
and discussions with, the Executive Team and, in 2018, these have
included the topics of product strategy and global business
development progress.

Finally, the Annual General Meeting (“AGM”) will be held on 22 May
2019; my fellow Directors and I look forward to seeing you. It is an
excellent opportunity to meet the Board and to raise questions on
the matters in hand at the meeting.

BOB COREY
VICE CHAIRMAN AND SENIOR NON-EXECUTIVE DIRECTOR
23 APRIL 2019

Bob Corey
Vice Chairman and Senior Non-executive Director

As an AIM-listed company, and in line with the London Stock
Exchange’s recent changes to the AIM rules requiring all AIM-listed
companies to adopt and comply with a recognised corporate
governance code, the Board has adopted the Quoted Companies
Alliance (“QCA”) Corporate Governance Code.

The Corporate governance statement, together with the
information provided below and in the Audit Committee report,
explains how WANdisco’s governance framework works. As a
Board, we recognise that we are accountable to shareholders for
good corporate governance, and we seek to promote consistently
high standards of governance throughout the Group. The Group
promotes this culture within its strategy and management of risks
and is continually analysing this, from information provided by the
executive management team, to ensure compliance.

During the year, we have complied with the QCA Code with
the following exception:

• For part of the year there was only one Independent Non-executive
Director (Karl Monaghan), whereas the QCA Code states that

Board composition

50+

Non-executive Director

Sector experience

30+

Technology

Tenure

17%

83+

0–3 years

83%

Corporate
governance

Executive Director

Financial
management
Strategy
development

Corporate finance

3–5 years

Healthcare

WANDISCO PLC ANNUAL REPORT AND ACCOUNTS 2018

50
+
L
20
+
20
+
15
+
10
+
5
+
L
17
+
L
CORPORATE GOVERNANCE REPORT

CREATING LONG-TERM
INCREMENTAL SHAREHOLDER VALUE

G
o
v
e
r
n
a
n
c
e

Board effectiveness

Board composition and responsibilities

The Board comprises three Executive Directors (including the
Chairman) and three Non-executive Directors, two of which are
independent (Bob Corey and Karl Monaghan).

The Board is responsible for the long-term success of the Group.
It sets the Group’s values, standards and strategic aims and oversees
implementation within a framework of prudent and effective
controls, ensuring only acceptable risks are taken. It provides
leadership and direction and is also responsible for corporate
governance and the overall financial performance of the Group.

The Board has agreed the schedule of matters reserved for its
decision, which includes ensuring that the necessary financial
and human resources are in place to meet its obligations to its
shareholders and others. It also approves acquisitions and
disposals of businesses, major capital expenditure and annual
financial budgets, and sets dividend policy.

An Executive Committee supports the Board in implementing
strategy and reports relevant matters to the Board for its consideration
and approval. This Executive Committee comprises three Executive
Directors and nine members of senior management.

All the Directors have access to the advice and services of the
Company Secretary, who is responsible for ensuring compliance
with applicable rules, regulations and Board procedures.

Directors have the right to request that any concerns they have
are recorded in the appropriate Committee or Board minutes.

Board and Committee meetings

The table below shows the number of Board meetings and Audit,
Remuneration and Nomination Committee meetings held during
the year, and the attendance of each Director.

Board Committees

To assist the Board in carrying out its functions and to ensure that
there is independent oversight of internal controls and risk management,
the Board delegates certain responsibilities to its three principal
Committees as shown in the governance framework diagram below.

More detail on each of the Committees can be found on pages 35 to 39.

Governance framework

BOARD

EXECUTIVE TEAM

Chaired by the Chief Executive Officer, it comprises the three
Executive Directors and senior management representation
from product, marketing, engineering, business development,
finance, legal, HR, sales and support. It assists the Executive
Directors in implementing the business plan and policies
and managing the operational and financial performance
of the Company.

Nomination
Committee

Audit
Committee

Remuneration
Committee

READ MORE INFORMATION
PAGES 38 AND 39

Executive Directors

David Richards

Erik Miller

Dr Yeturu Aahlad

Non-executive Directors

Grant Dollens

Karl Monaghan

Bob Corey (appointed 19 November 2018)

Board meetings

Audit

Remuneration

Nomination

Possible

Attended

Possible

Attended

Possible

Attended

Possible

Attended

Committee meetings

—

ANNUAL REPORT AND ACCOUNTS 2018 WANDISCO PLC

CORPORATE GOVERNANCE REPORT CONTINUED

ENSURING BOARD
EFFECTIVENESS

Board effectiveness continued

Board independence, appointment and re-election

Since the appointment of Bob Corey on 19 November 2018, there
are now two Non-executive Directors, who are considered by the
Board to be independent of the management and are free to exercise
independence of judgement. They have never been employees
of the Group and they do not participate in the Group’s bonus
arrangements. They receive no other remuneration from the
Group other than their Directors’ fees.

Bob Corey was appointed on 19 November 2018 as Vice Chairman
and Senior Independent Non-executive Director. Each new Director,
on appointment, is briefed on the activities of the Group. Professional
induction training is also given as appropriate. The Chairman briefs
Non-executive Directors on issues arising at Board meetings if
required and Non-executive Directors have access to the Chairman
at any time. Ongoing training is provided as needed. Directors were
updated on a frequent and regular basis on the Group’s business.

Directors are subject to re-election at the Annual General Meeting
(“AGM”) following their appointment. In addition, at each AGM
one-third (or the whole number nearest to one-third) of the
Directors retire by rotation.

Terms of appointment and time commitment

All Non-executive Directors are appointed for an initial term of
three years subject to satisfactory performance. After this time
they may serve additional three-year terms following review by the
Board. All Non-executive Directors are expected to devote such
time as is necessary for the proper performance of their duties.

Directors are expected to attend all Board meetings and Committee
meetings of which they are members and any additional meetings
as required. Further details of their terms and conditions are
summarised in the Remuneration report on pages 38 and 39 and
the terms and conditions of appointment of the Non-executive
Directors are available at the Company’s registered office.

Development, information and support

All Board Directors have access to the Company Secretary, who
advises them on governance matters. The Chairman and the Company
Secretary work together to ensure that Board papers are clear, accurate,
delivered in a timely manner to Directors and of sufficient quality to
enable the Board to discharge its duties. Specific business-related
presentations are given by members of the Executive Team when
appropriate and external speakers also attend Board meetings to
present on relevant topics. As well as the support of the Company
Secretary, there is a procedure in place for any Director to take
independent professional advice at the Company’s expense in the
furtherance of their duties, where considered necessary. As part of
the Board Evaluation process, training and development needs are
considered and training courses are arranged, where appropriate.

In line with the Code, we ensure that any new Directors joining the
Board receive appropriate support and are given a tailored induction
programme organised through the Company Secretary, including
the provision of background material on the Company and briefings
with management as appropriate. Each Director’s individual experience
and background are considered in developing a programme tailored
to his or her own requirements. Any new Director will also be
expected to meet with major shareholders if required.

Board activities throughout the year

February

May

• Approval of annual budget

• Review and approval of preliminary announcement

of 2017 results

• Review and approval of Annual Report and Accounts 2017

• Consideration and approval of appointment of external auditor

• Review of Non-executive Director fees

• Review of product strategy

• Review of global sales and business development progress

WANDISCO PLC ANNUAL REPORT AND ACCOUNTS 2018

• One short notice meeting
– discuss developments
in blockchain technology

• Informal update meeting

Succession planning

During the year, the Nomination Committee once again focused
on Board succession and composition. A formal and extensive
recruitment process was undertaken, to identify potential
candidates for the role of Non-executive Director. As part of this
process, the Board applied its diversity policy and considered
several candidates, from a wide variety of relevant backgrounds.

The search culminated in the appointment to the Board
of Bob Corey as Vice Chairman and Non-executive Director
from 19 November 2018. Bob became a member of the Audit,
Remuneration and Nomination Committees on appointment.
The biographical details of Bob can be found on page 26 of this
report and resolution for his election as a Director will be proposed
to shareholders at the Annual General Meeting on 22 May 2019.

Board evaluation

The performance of the Board was evaluated informally on an
ongoing basis with reference to all aspects of its operation including,
but not limited to: the appropriateness of its skill level; the way its
meetings were conducted and administered (including the content
of those meetings); the effectiveness of the various Committees;
whether corporate governance issues were handled in a satisfactory
manner; and whether there was a clear strategy and objectives.
The conclusion was that the Board was performing as expected.

Each Director’s performance is appraised through the normal
appraisal process. Save for the Chairman and Chief Executive
Officer, who was appraised by the Non-executive Directors, the
Executive Board members were appraised by the Chairman and
Chief Executive Officer. The Non-executive Directors were
appraised by the Chairman and Chief Executive Officer.

Internal controls and risk management

The Board is responsible for the Group’s system of internal controls
and for reviewing its effectiveness. Such a system is designed to
mitigate against and manage, rather than eliminate, the risk of
failure to achieve business objectives and can only provide
reasonable and not absolute assurance against material
misstatement or loss.

Executive management considered the potential financial and
non-financial risks which may impact on the business as part of the
quarterly management reporting procedures. The Board received
the principal risk outputs of these quarterly management reports
and monitored the position at Board meetings. The principal risks
are set out on pages 18 to 21.

The Board confirms that there are ongoing processes for identifying,
evaluating and mitigating the significant risks faced by the Group.
The processes, which have been in place throughout the year and
up to the date of approval of the Annual Report and Accounts, are
consistent, so far as is appropriate for the nature and size of the Group’s
business, with the guidance issued by the Financial Reporting Council.

The Group’s internal financial control and monitoring
procedures include:

• clear responsibility on the part of line and financial management

for the maintenance of good financial controls and the production
of accurate and timely financial management information;

• the control of key financial risks through appropriate

authorisation levels and segregation of accounting duties;

• detailed monthly budgeting and reporting of trading results,

balance sheets and cash flows, with regular review by
management of variances from budget;

• reporting on any non-compliance with internal financial controls

and procedures; and

• review of reports issued by the external auditor.

The Audit Committee, on behalf of the Board, reviewed reports from
the external auditor together with management’s response regarding
proposed actions. In this manner, it has reviewed the effectiveness
of the system of internal controls for the year under review.

• Informal update meeting

August

November

AT EACH SCHEDULED MEETING

Discuss:

Review:

• Strategic and

operational matters

• Trading results

• Minutes of previous meetings

• The implementation of actions
agreed at previous meetings

• Informal update meeting

• Management accounts

• The rolling annual agenda items

and financial commentary

• Treasury matters

• Legal, Company Secretarial

and regulatory matters

• Investor relations

• Corporate affairs

ANNUAL REPORT AND ACCOUNTS 2018 WANDISCO PLC

GovernanceCORPORATE GOVERNANCE REPORT CONTINUED

COMMUNICATING
TO OUR SHAREHOLDERS

Relations with shareholders

Website and shareholder communications

WANdisco is committed to communicating openly with its
shareholders to ensure that its strategy and performance are
clearly understood. During the year, numerous activities were
undertaken to engage with shareholders.

Our website, www.wandisco.com/investors, provides a range
of corporate information on our business, results and financial
performance, including copies of our Annual Report and Accounts,
announcements and presentations.

Results announcements

Meetings, roadshows and conferences

We communicate with shareholders through our full-year
and half-year announcements and trading updates. We invite
institutional shareholders and analysts to view our full-year and
half-year announcements. The presentation slides and a webcast
of the presentations are made available at www.wandisco.com/
investors/reports-and-presentations on the day of announcement.

Shareholder meetings

The AGM is the principal forum for dialogue with private
shareholders, and we encourage shareholders to attend and
participate. The AGM was held on Wednesday 23 May 2018 at
the Novotel in Sheffield, with the results being published on
our website, www.wandisco.com/investors.

This year’s AGM will be held at 10am on Wednesday 22 May 2019 at
our office in Sheffield. Full details are included in the Notice of Meeting,
which is sent to shareholders at least 21 days before the meeting. The
Chairman and the Chairman of each Committee, as well as all other
Directors, attend the AGM and are available to answer questions raised
by shareholders. Shareholders vote on each resolution, by way of a poll.

2018 key shareholder engagements

Month

January 2018

The Directors actively seek to build a mutual understanding of
objectives with institutional shareholders. Shareholder relations
are managed primarily by the Chief Executive Officer and the
Chief Financial Officer. A calendar of events is set out below.

The Chief Executive Officer and the Chief Financial Officer regularly
meet with institutional shareholders to foster a mutual understanding
of objectives. In particular, an extensive programme of meetings
with analysts and institutional shareholders is held following the
interim and preliminary results announcements. Feedback from
these meetings and market updates prepared by the Company’s
Nomad are presented to the Board to ensure it has an understanding
of shareholders’ views. The other Non-executive Directors are
available to shareholders to discuss strategy and governance issues.

Communication

Type

Pre-close trading update

David Richards and Erik Miller attended Needham Growth Conference in New York

February 2018

David Richards and Erik Miller attended KeyBanc Conference in San Francisco

March 2018

April 2018

May 2018

David Richards and Erik Miller attended Roth Conference in Laguna Niguel, CA

Preliminary results

Annual Report published

AGM

Result of AGM

David Richards and Erik Miller attended Craig Hallum Institutional Investor Conference in Minneapolis

June 2018

David Richards and Erik Miller attended Stifel Cross Sector Insight Conference in Boston

September 2018

Pre-closing trading update

Interim results

Meeting

RNS

Report

Conference

WANDISCO PLC ANNUAL REPORT AND ACCOUNTS 2018

NOMINATION COMMITTEE REPORT

David Richards
Chairman, President, CEO and Co-founder

Committee composition

The Nomination Committee is chaired by David Richards and the
other members of the Committee are Bob Corey, Grant Dollens,
Karl Monaghan and Erik Miller.

Committee responsibilities

The Nomination Committee has responsibility for: reviewing the
structure, size and composition of the Board and recommending
to the Board any changes required; succession planning; and
identifying and nominating for approval Board candidates to ﬁll
vacancies as and when they arise. The Committee is also
responsible for reviewing the results of any Board performance
evaluation process and making recommendations to the Board
concerning the Board’s Committees and the re-election of
Directors at the AGM.

The membership of the Nomination Committee comprises the
three Non-executive Directors, David Richards and Erik Miller.

The Nomination Committee is required to meet not less than
twice a year and at such other times as required.

It has written terms of reference, which are available for review
at www.wandisco.com.

Committee meetings

The Nomination Committee met three times in the year, with the
Chief Executive Officer and Chief Financial Officer in attendance.

The Board has considered diversity in broader terms than just
gender and believes it is also important to have the correct balance
of skills, experience, independence and knowledge on the Board.
All Board appointments will be made on merit and with the aim of
achieving a correct balance. The Group has formal policies in place
to promote equality of opportunity across the whole organisation
and training is provided to assist this.

Currently, there are no women on the Board. As opportunities
arise, the Board will seek to increase the presence of women on the
Board consistent with the above policy and the terms of reference
of the Nomination Committee.

ANNUAL REPORT AND ACCOUNTS 2018 WANDISCO PLC

GovernanceAUDIT COMMITTEE REPORT

Bob Corey
Vice Chairman and Senior Non-executive Director

WANDISCO PLC ANNUAL REPORT AND ACCOUNTS 2018

Committee composition

Since his appointment on 19 November 2018, Bob Corey is
the Chairman of the Committee and the other members of the
Committee are Karl Monaghan and Grant Dollens. The Board
considers Bob Corey to have relevant and recent financial
experience, given his biography set out on page 26.

Committee responsibilities

The Audit Committee (“the Committee”) is established by and is
responsible to the Board. It has written terms of reference, which are
available for review at www.wandisco.com. Its main responsibilities are:

• to monitor and be satisfied with the truth and fairness of the
Group’s financial statements before submission to the Board
for approval, ensuring their compliance with the appropriate
accounting standards, the law and the AIM Rules;

• to monitor and review the effectiveness of the Group’s system

of internal control;

• to make recommendations to the Board in relation to

the appointment of the external auditor and its remuneration,
following appointment by the shareholders in general meeting,
and to review and be satisfied with the auditor’s independence,
objectivity and effectiveness on an ongoing basis; and

• to implement the policy relating to any non-audit services

performed by the external auditor.

The Committee is authorised by the Board to seek and obtain any
information it requires from any officer or employee of the Group
and to obtain external legal or other independent professional
advice as is deemed necessary by it.

Committee meetings

There were two meetings of the Committee during the year
scheduled to coincide with the review of the scope of the external
audit and observations arising from its work in relation to internal
control, and to review the financial statements. The external
auditor attended all of these meetings. Since the end of the financial
year, the Committee has met once (in March 2019) to consider,
amongst other matters, this Annual Report, with the external
auditor being present at this meeting. The Committee also met
with the external auditor, without the Executive Directors being
present, once during the year.

Significant work undertaken by the Committee
during the year

Review of the 2018 Financial statements

During the year to 31 December 2018, the Audit Committee
reviewed and endorsed, prior to submission to the Board, full-year
financial statements and the preliminary, interim results and trading
update announcements. The Committee considered risk management
updates, agreed external audit plans, approved accounting policies
and ensured appropriate whistleblowing arrangements and
associated policies were in place.

In reviewing the Financial statements with management and the
Auditors, the Committee has discussed and debated the critical
accounting judgements and key sources of estimation uncertainty
as set out in Note 4 to the Financial statements. As a result of our
review, the Committee has identified the following issues that
require a high level of judgement or have significant impact on
interpretation of this Annual Report.

Brexit

Management reviewed the potential impacts that Brexit could have
on the business, details of which are included in the Financial
Review on page 23.

The Committee is satisfied with the findings identified and that
appropriate disclosures have been made in the Annual Report
and Accounts.

Going concern

The consolidated financial statements have been prepared on
a going concern basis, which assumes that the Group will be able
to meet the mandatory repayment terms of the banking facilities
as disclosed in Note 25.

The detailed budget and forecasts formed the basis of the going
concern review and management also prepared a sensitised
version, which considered a delay in bookings growth and included
actions, under control of the Group, that they could take to further
significantly reduce the cost base in the coming year in the event
that longer-term bookings were set to remain consistent with the
level reported in 2018. Further details are included in Note 2(b).

In reaching this conclusion the Committee has considered the reports
and analysis prepared by management and has also constructively
challenged assumptions. The Committee has also considered detailed
reporting from and discussions with the external auditor.

Committee performance

The Committee carried out an annual assessment of its own
performance during the year and the conclusion was that the
Committee was performing as expected.

External auditor

KPMG LLP has been the external auditor since 2012, when the
Company’s shares were admitted to trading on AIM. The first external
auditor partner rotation since 2012 was performed in 2017.

As required, the external auditor provided the Committee with
information for review about policies and processes for maintaining
its independence and compliance regarding the rotation of audit
partners and staff. The Committee considered all relationships
between the external auditor and the Group and was satisfied that
they did not compromise the auditor’s judgement or independence,
particularly with the provision of non-audit services.

An internal review of the effectiveness of the external audit
process was carried out during the year and no deficiencies were
found. Management was satisfied with the external audit team’s
knowledge of the business and that the scope of the audit was
appropriate, all significant accounting judgements had been
challenged robustly and the audit had been effective.

The Committee is satisfied with the findings of the going concern
review and that appropriate disclosures have been made in the
Annual Report and Accounts.

All of the above was taken into account before a recommendation
was made by the Committee to the Board to propose KPMG for
re-election at the AGM.

Internal audit function

Given the Group’s size and development, the Board did not consider
it necessary to have an internal audit function during the year.
The Board will continue to monitor this requirement annually.

Revenue recognition

Under IFRS 15 the Group is required to de-bundle subscription
arrangements into the separate licence and maintenance and
support performance obligations. The method of allocation
requires judgement and is based on prior experience of separate
arrangements (e.g. when maintenance and support is sold
separately on a perpetual licence) along with market practice.

The Committee is satisfied that the judgements made by management
are reasonable and that appropriate disclosures have been made
in the Annual Report and Accounts.

Capitalisation and carrying value of development costs

The Group capitalises development costs which meets the criteria
required under IAS 38. The carrying amount of the intangible assets
is allocated to CGUs. The recoverable amount was calculated using
a value in use basis based on financial forecasts.

The Committee is satisfied that the judgements made by management
in the value in use calculation are reasonable and that appropriate
disclosures have been made in the Annual Report and Accounts.

ANNUAL REPORT AND ACCOUNTS 2018 WANDISCO PLC

GovernanceREMUNERATION COMMITTEE AND REMUNERATION REPORT

The Remuneration Committee

Committee composition

The Remuneration Committee is chaired by Karl Monaghan and the
other members of the Committee are Bob Corey and Grant Dollens.

Committee responsibilities

The Remuneration Committee’s primary purposes are to assist the
Board in determining the Company’s remuneration policies, review the
performance of the Executive Directors and make recommendations
to the Board on matters relating to their remuneration and terms of
service, the granting of share options, and other equity incentives.

Committee meetings

The Remuneration Committee met four times in the year,
with the other Board members in attendance as appropriate.

High res image to be supplied.

Karl Monaghan
Non-executive Director

This report sets out information about the remuneration of the
Directors of the Company for the year ended 31 December 2018.
As a company admitted to AIM, WANdisco plc is not required to
prepare a Directors’ remuneration report. However, the Board supports
the principle of transparency and has prepared this report in order
to provide information to shareholders on executive remuneration
arrangements. This report has been substantially prepared in
accordance with Schedule 8 of the Large and Medium-sized
Companies and Groups (Accounts and Reports) Regulations
2008 (“the Regulations”).

Remuneration Committee report

As an AIM-listed company, WANdisco plc is not required to comply
with the Regulations. The content of this report is unaudited
unless stated.

Remuneration policy

The objective of the remuneration policy is to ensure that
the overall remuneration of Executive Directors is aligned with the
performance of the Group and preserves an appropriate balance
of income and shareholder value.

Non-executive Directors

Remuneration of the Non-executive Directors is determined by
the Executive Directors. Non-executive Directors are not entitled
to pensions, annual bonuses or employee benefits. They are
entitled to participate in share option arrangements relating to the
Company’s shares. Each of the Non-executive Directors has a letter
of appointment stating his annual fee and that his appointment is
initially for a term of three years, subject to re-appointment at the
AGM, renewable for further periods of three years. Their appointment
may be terminated with three months’ written notice at any time.

Directors’ remuneration

The normal remuneration arrangements for Executive Directors
consist of basic salary and annual performance-related bonuses.
In addition, they receive private healthcare.

The Committee intends to make further awards under the Long-Term
Incentive Plan (“LTIP”) during 2019. Details of any awards will be
disclosed in next year’s Remuneration Committee report.

2018 annual bonus

The 2018 Bonus Plan comprised a target bonus based on a %
of base salary. The Bonus Plan is based on the achievement of
corporate financial performance measures, including bookings and
overheads targets. Having regard to the performance of the business,
the Remuneration Committee resolved to pay bonuses as set out
on page 39.

Similar bonus principles will be adopted for 2019. Performance
targets and weightings were set by the Remuneration Committee
at the start of the year.

Directors’ interests

Details of the Directors’ shareholdings are included in the

Directors’ report on page 41.

WANDISCO PLC ANNUAL REPORT AND ACCOUNTS 2018

Directors’ share options (audited)

Aggregate emoluments disclosed below do not include any amounts for the value of options to acquire ordinary shares in the Company
granted to or held by the Directors. Details of options for Directors who served during the year are as follows:

Executive Directors
David Richards1

Dr Yeturu Aahlad2

Erik Miller3

Non-executive Directors
Grant Dollens
Karl Monaghan
Bob Corey

Number of
options at
1 January
2018

Exercise
price

Number of
options
granted 4

Number of
options
exercised

Number of

Number of
options at
options 31 December
2018
lapsed

£0.10
£1.90
£0.10
£0.10
£0.10
£0.10
£0.10
£0.10
£1.90
£0.10
£8.39
£0.10

—
£0.10
£0.10

64,961
92,771
62,785
—
—
10,000
—
—
410,789
7,124
423,707
—

—
—
—
241,037
18,123
—
241,037
18,123
—
—
—
18,123

(64,961)
—
(62,785)
—
—
(10,000)
—
—
—
(7,124)
—
—

—
—
—

—
22,249
22,249

—
—
—

—
—
92,771
—
—
—
241,037
—
18,123
—
—
—
241,037
—
—
18,123
— 410,789
—
—
— 423,707
18,123
—

—
—
—

—
22,249
22,249

1 Exercised: 32,480 on 13 March 2018 and 95,266 on 11 October 2018 (of which 85,266 were sold and 10,000 were held) at market prices of £8.13

and £5.2408 respectively.

2 Exercised: 5,000 on 13 March 2018 and 5,000 on 11 October 2018 (of which 2,587 were sold and 2,413 were held) at market prices of £8.13 and

£5.2408 respectively.

3 Exercised and held: 7,124 on 2 October 2018 when the market price was £6.40.
4 All options were granted on 2 October 2018 apart from those to Karl Monaghan and Bob Corey which were granted on 7 December 2018.

Directors’ remuneration (audited)

Executive Directors
David Richards
Erik Miller
Dr Yeturu Aahlad3
Former Executive Directors
James Campigli4

Non-executive Directors
Grant Dollens
Karl Monaghan
Bob Corey5

Payment
currency

Salary/fees
’000

Bonus 2
’000

Benefits1
’000

31 December
2018
Total
’000

31 December
2017
Total
’000

$
$
$

£
£
£

490
250
150

—

40
40
6

368
126
—

—

—
—
—

33
23
18

—

—
—
—

891
399
168

—

40
40
6

947
388
181

320

40
40
—

1 Benefits include the provision of private health insurance for Executive Directors and their immediate families.
2 50% of bonus due for David Richards and Erik Miller is to be settled via RSU’s which have a one-year vesting period.
3 Joined 23 February 2017.
4 Left 23 February 2017.
5 Joined 19 November 2018.

The total Directors’ remuneration for the period ended 31 December 2018, in US dollars, was $1,570,000 (2017: $1,940,000).

Approval

This report was approved by the Directors and signed by order of the Board.

KARL MONAGHAN
CHAIRMAN OF THE REMUNERATION COMMITTEE
23 APRIL 2019

ANNUAL REPORT AND ACCOUNTS 2018 WANDISCO PLC

GovernanceDIRECTORS’ REPORT

The Directors present their report and the audited financial
statements for the year ended 31 December 2018 in accordance
with the Companies (Jersey) Law 1991. Particulars of important
events affecting the Group, together with the factors likely to affect
its future development, performance and position, are set out in
the Strategic report on pages 6 to 25, which is incorporated into
this report by reference together with the Corporate governance
report on pages 31 to 34. In addition, this report should be read in
conjunction with information concerning employee share schemes,
which can be found in the Remuneration Committee report on
pages 38 and 39 and in Note 29 to the financial statements,
and which is incorporated by way of cross-reference into
the Directors’ report.

Principal activity

The principal activity of the Group is the development and
provision of global collaboration software.

Business review and future developments

A review of the Group’s operations and future developments is
covered in the Strategic report section of the Annual Report and
Accounts on pages 6 to 25. This report includes sections on strategy
and markets and considers key risks and key performance indicators.

Financial results

Details of the Group’s financial results are set out in the Consolidated
statement of profit or loss and other comprehensive income and
other components on pages 49 to 84.

Dividends

The Directors do not recommend the payment of a dividend
(2017: $nil).

Directors

The Directors who served on the Board and on Board Committees
during the year are set out on pages 26 and 27. One-third of the
Directors are required to retire at the AGM and can offer themselves
for re-election.

Information on Directors’ remuneration and share option rights is
given in the Remuneration Committee report on pages 38 and 39.

Directors’ indemnity arrangements

The Directors benefited from qualifying third party indemnity
provisions in place during the financial year and at the date of this
report. Other than this, and with the exception of employment
contracts between each Executive Director and the Group, at no
time during the year did any Director hold a material interest in
any contract of significance with the Group or any of its subsidiary
undertakings. The Group has purchased and maintained throughout
the year Directors’ and officers’ liability insurance in respect of all
Group companies.

None of the Directors had any interest in the share capital of any
subsidiary company. Further details of options held by the Directors
are set out in the Remuneration Committee report on pages 38 and 39.

The middle market price of the Company’s ordinary shares on
31 December 2018 was 482.00 pence and the range during the
year was 340.00 pence to 1,250.00 pence, with an average price
of 767.17 pence.

Significant shareholders

The Company is informed that, at 16 April 2019 (the latest practicable
date prior to publication), individual registered shareholdings of more
than 3% of the Company’s issued share capital were as follows:

Going concern

The Company’s business activities, together with risk factors which
potentially affect its future development, performance or position,
can be found in the Strategic report on pages 6 to 25. Details of
the Company’s financial position and its cash flows are outlined
in the Financial review on pages 22 and 23.

OppenheimerFunds, Inc.

T Rowe Price International

Swedbank Robur Fonder AB

Ruane, Cunniff & Goldfarb

After making reasonable enquiries and following the share
subscription following the year end which raised $17.5m of gross
proceeds, the Board has an expectation that the Group and the
Company have adequate financial resources together with a
strong business model to ensure they continue to operate for
the foreseeable future. Accordingly, the Directors have adopted
the going concern basis in preparing the financial statements.
This is described in more detail in Note 2(b).

Dr Yeturu Aahlad

David Richards

Blueport Capital, L.P.

Grant Dollens1

Capital Research Global Investors

Ross Creek Capital Management, LLC

Davis Capital Partners, LLC

% of issued
ordinary
share
capital

Number
of shares

6,005,690

13.33%

3,133,303

3,000,000

2,615,123

2,442,504

2,119,233

2,052,556

1,797,287

1,615,173

1,438,685

1,422,572

6.96%

6.66%

5.81%

5.42%

4.71%

4.56%

3.99%

3.59%

3.19%

3.16%

Annual General Meeting (“AGM”)

On pages 86 to 88 is the notice of the Company’s seventh AGM to
be held at 10am on 22 May 2019 at the Company’s offices, Electric Works,
3 Concourse Way, Sheffield Digital Campus, Sheffield S1 2BJ.

1 Of which 526,384 shares (1.17%) are held by Grant Dollens personally
and 1,270,903 shares (2.82%) are held by Global Frontier Partners, in
which Grant Dollens is interested (Grant Dollens is currently Managing
Member at Global Frontier Investments, LLC, a US-based investment
manager, and Portfolio Manager for Global Frontier Partners, LP,
a shareholder in WANdisco).

WANDISCO PLC ANNUAL REPORT AND ACCOUNTS 2018

Directors’ shareholdings

Health and safety

The beneficial interests of the Directors in the share capital of
the Company at 31 December 2018 and 16 April 2019 (the latest
practicable date prior to publication) were as follows:

The Group is committed to providing a safe and healthy working
environment for all staff and contractors. The Group’s health and
safety standard sets out the range of policies, procedures and
systems required to manage risks and promote wellbeing.

At 31 December 2018

At 16 April 2019

% of issued
ordinary
share
capital

Number
of shares

% of issued
ordinary
share
capital

Number
of shares

Executive

David Richards

2,119,233

4.98% 2,119,233

Dr Yeturu Aahlad

2,442,504

5.74% 2,442,504

Erik Miller

27,124

0.06%

27,124

Non-executive

Grant Dollens1

1,583,902

3.73% 1,797,287

Karl Monaghan

53,542

0.13%

53,542

4.71%

5.42%

0.06%

3.99%

0.12%

Articles of Association

Any amendments to the Articles of Association of the Company
may be made by special resolution of the shareholders.

Research and development

The Group expended $8,072,000 during the year (2017: $6,513,000)
on research and development, of which $4,910,000 (2017: $6,303,000)
was capitalised within intangible assets and $3,162,000 (2017: $210,000)
was charged to the income statement. In addition, an amortisation
charge of $5,725,000 (2017: $6,366,000) has been recognised
against previously capitalised costs.

Derivatives and financial instruments

The Group’s policy and exposure to derivatives and financial
instruments is set out in Note 25.

Employee involvement

It is the Group’s policy to involve employees in its progress,
development and performance. Applications for employment
by disabled persons are fully considered, bearing in mind the
respective aptitudes and abilities of the applicants concerned.
The Group is a committed equal opportunities employer and
has engaged employees with broad backgrounds and skills.

It is the policy of the Group that the training, career development
and promotion of a disabled person should, as far as possible,
be identical to that of a person who does not have a disability.
In the event of members of staff becoming disabled, every
effort is made to ensure that their employment with the
Group continues.

Political and charitable donations

During the year ended 31 December 2018 the Group made
political donations of $nil (2017: $nil) and charitable donations
of $1,715 (2017: $nil).

Supplier payment policy and practice

The Group does not operate a standard code in respect of
payments to suppliers. The Group agrees terms of payment
with suppliers at the start of business and then makes payments
in accordance with contractual and other legal obligations.

The number of creditor days outstanding at 31 December 2018
was 32 days (2017: 40 days).

Auditor

As recommended by the Audit Committee, a resolution for the
re-appointment of KPMG LLP as auditor of the Company is to
be proposed at the forthcoming AGM.

Audit information

Each of the Directors at the date of the Directors’ report confirms
that, so far as he is aware, there is no relevant audit information of
which the Company’s auditor is unaware and he has taken all the
reasonable steps that he ought to have taken as a Director to make
himself aware of any relevant audit information and to establish
that the Company’s auditor is aware of the information.

Subsequent events

On 14 February 2019 the Group announced the subscription of
2,489,499 new ordinary shares of 10 pence each in the Company
by existing shareholders at a price of 546 pence (a premium of
9.2% on the closing share price on 13 February 2019) raising gross
proceeds of $17.5m. This represents 5.85% of the entire existing
share capital of WANdisco and the subscription shares will be
issued under the Company’s existing authorities. The proceeds will
be used to support our relationships with strategic cloud partners
and provide growth working capital.

The Directors’ report has been approved by the Board of Directors
on 23 April 2019.

Signed on behalf of the Board.

ERIK MILLER
CHIEF FINANCIAL OFFICER
23 APRIL 2019

ANNUAL REPORT AND ACCOUNTS 2018 WANDISCO PLC

GovernanceSTATEMENT OF DIRECTORS’ RESPONSIBILITIES
In respect of the Annual Report and the financial statements

The Directors are responsible for keeping adequate accounting records
that disclose with reasonable accuracy at any time the financial
position of the Company and to enable them to ensure that the
financial statements comply with the Companies (Jersey) Law 1991.
They are responsible for such internal control as they determine is
necessary to enable the preparation of financial statements that
are free from material misstatement, whether due to fraud or error,
and have general responsibility for taking such steps as are reasonably
open to them to safeguard the assets of the Company and to
prevent and detect fraud and other irregularities.

The Directors are responsible for the maintenance and integrity of
the corporate and financial information included on the Company’s
website. Legislation in Jersey governing the preparation and
dissemination of financial statements may differ from legislation
in other jurisdictions.

The Directors are responsible for preparing the Annual Report and
the Group financial statements in accordance with applicable law
and regulations.

Company law requires the Directors to prepare Group financial
statements for each financial year. As required by the AIM Rules
of the London Stock Exchange they are required to prepare the
Group financial statements in accordance with International
Financial Reporting Standards as adopted by the EU (“IFRSs”
as adopted by the EU) and applicable law.

Under company law the Directors must not approve the financial
statements unless they are satisfied that they give a true and fair
view of the state of affairs of the Group and of its profit or loss
for that period. In preparing the Group financial statements,
the Directors are required to:

• select suitable accounting policies and then apply them consistently;

• make judgements and estimates that are reasonable, relevant

and reliable;

• state whether they have been prepared in accordance with IFRSs

as adopted by the EU;

• assess the Group’s ability to continue as a going concern,

disclosing, as applicable, matters related to going concern; and

• use the going concern basis of accounting unless they either
intend to liquidate the Group or to cease operations, or have
no realistic alternative but to do so.

WANDISCO PLC ANNUAL REPORT AND ACCOUNTS 2018

INDEPENDENT AUDITOR’S REPORT
To the members of WANdisco plc

1. Our opinion is unmodified

Basis for opinion

We have audited the financial statements of WANdisco plc (“the
Company”) for the year ended 31 December 2018 which comprise the
Consolidated statement of profit or loss and other comprehensive
income, the Consolidated statement of financial position, the
Consolidated statement of changes in equity, the Consolidated
statement of cash flows and the related notes, including the
accounting policies in Note 31.

In our opinion the financial statements:

• give a true and fair view of the state of the Group’s affairs as at

31 December 2018 and of its loss for the year then ended;

We conducted our audit in accordance with International
Standards on Auditing (UK) (“ISAs (UK)”) and applicable law. Our
responsibilities are described below. We have fulfilled our ethical
responsibilities under, and are independent of the Group in
accordance with, UK ethical requirements including the FRC
Ethical Standard as applied to listed entities. We believe that the
audit evidence we have obtained is a sufficient and appropriate
basis for our opinion.

Overview

Materiality:

$300k (2017: $300k)

• have been properly prepared in accordance with International

Financial Reporting Standards as adopted by the European Union
(IFRSs as adopted by the EU); and

Group financial
statements as a whole

1.5% (2017: 2.1%) of Group loss before tax

• have been prepared in accordance with the requirements of the

Coverage

94% (2017: 91%) of Group loss before tax

Companies (Jersey) Law 1991.

Key audit matters

New risks

The impact of uncertainties due to
the UK exiting the European Union
on our audit

Going concern

Recurring risks

Revenue recognition

Capitalisation and carrying
value of development costs

vs 2017



ANNUAL REPORT AND ACCOUNTS 2018 WANDISCO PLC

Financial statementsINDEPENDENT AUDITOR’S REPORT CONTINUED
To the members of WANdisco plc

2. Key audit matters: including our assessment of risks of material misstatement

Key audit matters are those matters that, in our professional judgement, were of most significance in the audit of the financial statements
and include the most significant assessed risks of material misstatement (whether or not due to fraud) identified by us, including those
which had the greatest effect on: the overall audit strategy; the allocation of resources in the audit; and directing the efforts of the
engagement team. We summarise below the key audit matters in arriving at our opinion above. These matters were addressed in the
context of our audit of the financial statements as a whole, and in forming our opinion thereon and we do not provide a separate opinion
on these matters.

Key audit matters

The risk

Our response

The impact of uncertainties
due to the UK exiting the
European Union on our audit

Refer to page 37
(Audit Committee report), page 23
(Financial review) and Note 2
to the financial statements
(accounting policy).

Unprecedented levels of uncertainty

All audits assess and challenge the
reasonableness of estimates, in particular
as described in the capitalisation and carrying
value of development costs below, and related
disclosures and in the appropriateness of the
going concern basis of preparation of the
financial statements (see below). All of these
depend on assessments of the future economic
environment and of the Group’s future
prospects and performance.

Brexit is one of the most significant economic
events for the UK and at the date of this report
its effects are subject to unprecedented levels
of uncertainty of outcomes, with the full range
of possible effects unknown.

We developed a standardised firm-wide approach
to the consideration of the uncertainties arising
from Brexit in planning and performing our
audits. Our procedures included:

• Our Brexit knowledge: We considered the
Directors’ assessment of the Brexit-related
sources of risk for the Group’s business and
financial resources compared to our own
understanding of the risks. We considered the
Directors’ plans to take action to mitigate the risks;

• Sensitivity analysis: When addressing the

capitalisation and carrying value of development
costs and other areas that depend on forecasts,
we compared the Directors assessment to the
full range of reasonably possible scenarios
resulting from Brexit uncertainty and, where
forecast cash flows are required to be discounted,
considered adjustments to discount rates for
the remaining level of uncertainty; and

• Assessing transparency: As well as assessing

individual disclosures as part of our procedures
on going concern and capitalisation and
carrying value of development costs, we
considered all of the Brexit related disclosures
together, including those in the strategic report,
comparing the overall picture against our
understanding of the risks.

However, no audit should be expected to predict
the unknowable factors or all possible future
implications for a Group and this is particularly
the case in relation to Brexit.

WANDISCO PLC ANNUAL REPORT AND ACCOUNTS 2018

2. Key audit matters: including our assessment of risks of material misstatement continued

Key audit matters

The risk

Our response

Going concern

Disclosure quality

Our procedures included:

Refer to page 37
(Audit Committee report),
Note 2 to the financial statements
(accounting policy) and Note 22
to the financial statements
(financial disclosures).

The financial statements explain how the
Board has formed a judgement that it is
appropriate to adopt the going concern
basis of preparation for the Group.

That judgement is based on an evaluation of
the inherent risks to the Group’s business model
and how those risks might affect the Group’s
financial resources or ability to continue
operations over a period of at least a year from
the date of approval of the financial statements.

The risks most likely to adversely affect the
Group’s available financial resources over this
period were:

• The ability of the Group to raise cash

through an equity issue;

• Meeting Board forecasts particularly relating
to the timing and value of future, unsecured,
pipeline sales;

• The potential of debt funding being

withdrawn by the lender due to the Group
being in covenant breach as at the balance
sheet date; and

• The achievability of mitigating actions the

Directors would take should these, or other,
factors materialise.

There are also less predictable but realistic
Brexit second order impacts, such as the
stagnation of customer confidence, which
could result in a rapid reduction of available
financial resources.

The risk for our audit was whether or not
those risks were such that they amounted
to a material uncertainty that may have cast
significant doubt about the ability to continue
as a going concern. Had they been such, then
that fact would have been required to have
been disclosed.

• Funding assessment: Assessed the committed

level of funding available to the Group including
the willingness of the lender to waive the covenant
breach as at the balance sheet date and the
Group’s ability to meet covenants in place in the
forecast period. Obtained the documentation
on the post year end equity raise performed by
the Group and agreed the funds from this
equity issue had been received by the Group;

• Historical comparison: Considered the Group's

historical budgeting accuracy, by assessing
actual performance against budget and
understanding the changes in circumstances
leading to the forecast revenue;

• Key dependency assessment: Identified the key
assumptions in the Group’s forecasts around
the achievement of forecast revenue through
robust interrogation of the forecasts and
understanding how these were derived;

• Sensitivity analysis: Performed analysis of changes
in key assumptions including a reasonable possible
(but not unrealistic) reduction in forecast revenue
to understand the sensitivity in the cash flow
forecasts. Specifically we involved specialists to
critically assess the assumptions, challenging
the sensitivities applied and the mitigation
actions available to the Directors;

• Evaluating Directors’ intent: Evaluated the intent
of the Directors and the achievability of the actions
they would take to improve the position should
certain risks materialise including looking at the
history of similar actions being taken; and

• Assessing transparency: Assessed the

completeness and accuracy of the matters
covered in the going concern disclosure by
comparing this to the key assumptions, key
sensitivities and mitigating actions considered
by the Directors.

ANNUAL REPORT AND ACCOUNTS 2018 WANDISCO PLC

Financial statementsINDEPENDENT AUDITOR’S REPORT CONTINUED
To the members of WANdisco plc

2. Key audit matters: including our assessment of risks of material misstatement continued

Key audit matters

The risk

Our response

Revenue recognition

Accounting application

Our procedures included:

(Group revenue $17.0 million,
accrued income $5.0 million,
deferred income $4.3 million).

(2017: Group revenue
$19.6 million, accrued income
$3.2 million, deferred income
$14.2 million).

Refer to page 37
(Audit Committee report),
Note 31 to the financial
statements (accounting policy)
and Note 5 and Note 8 to
the financial statements
(financial disclosures).

Capitalisation and carrying
value of development costs

(Additions in the year $4.7 million,
net book value $5.0 million; 2017:
additions in the year $6.3 million,
net book value $5.9 million).

Refer to page 37
(Audit Committee report),
Note 31 to the financial
statements (accounting policy)
and Note 17 to the financial
statements (financial disclosures).

The Group’s contracts with customers
can involve multiple contract deliverables.

Revenue recognition within the Group may
therefore require separate recognition of each
deliverable and as a result, judgement is
required over the assessment of separate
contract deliverables.

Quantification of the fair value of each
identified deliverable requires the Group to
make estimates as to the fair value of each
contract deliverable identified.

This revenue recognition includes some
elements of revenue recognised upfront
and others recognised over time resulting
in significant deferred income and accrued
income balances. There is therefore a risk
that not all revenue is recognised in the
appropriate period.

IFRS 15 “Revenue recognition” is effective
for the first time in 2018. As this is the first year
of adoption, inherently there is a risk of error
occurring including over the significant
deferred income balances.

• Accounting analysis: Determined if several

performance obligations exist within a contract
that results in more than one component of
revenue. This was achieved by assessing a sample
of contracts using our sampling methodology and
large value historic contracts and the guidance
in the relevant accounting standard, particularly
as to deliverables having a stand-alone value;

• Accounting analysis: Assessed the Group’s

estimate of any subjective fair value attributed
to each identified contract deliverable within
each sampled contract and the timing of the
revenue recognition for each deliverable against
our own knowledge of similar contracts in
the industry;

• Accounting analysis: Assessed the Group’s
revenue recognition policy in light of the
adoption of IFRS 15 in the year. Tested a sample
of contracts to assess if the transition adjustments
made were recorded appropriately;

• Test of details: Tested a sample of revenue

transactions to assess if revenue was recorded
in the appropriate period with reference to
contractual documents; and

• Assessing transparency: Assessed the adequacy
of the Group’s disclosures on revenue recognition.

Accounting treatment

Our procedures included:

The Group capitalises internal costs in respect
of development projects. The Directors apply
judgement in the classification of expenditure
as capital in nature rather than ongoing
operational expenditure.

There is a risk that costs are capitalised that
should be expensed under the relevant
accounting standard.

Forecast-based valuation

The Group continues to be loss making.
As a result the Group has tested previously
capitalised development costs for impairment.
There remains a degree of uncertainty around
whether expected revenues and profits will
be realised and be sufficient to ensure
recoverability of the assets recognised on
the balance sheet. Certain of the key inputs,
specifically customer sign up rates to future
cash flows, require estimation.

• Testing of application: Assessed the nature
of the items capitalised and evaluating the
appropriateness of their classification as
capitalised costs, having regard to the relevant
accounting standards. This included assessing
whether major projects are technically feasible
and commercially viable by reference to existing
orders and future forecasts;

• Test of details: Agreed a sample of costs
in the year to supporting documentation;

• Historical comparison: Assessed the Group’s
forecasting accuracy by comparing actual
results in the period to what was previously
forecast for the year for each significant project.
Critically evaluated the assumptions for future
customer sign up rates, having regard to actual
rates in previous years; and

• Assessing transparency: Considered the

adequacy of the Group’s disclosures in respect
of the capitalisation and recoverability of
development intangible assets.

WANDISCO PLC ANNUAL REPORT AND ACCOUNTS 2018

3. Our application of materiality and an overview of the scope of our audit

Loss before tax
$19.4m (2017: $14.0m)

Group materiality
$300k (2017: $300k)

97+3+I

Loss before tax

Group materiality

$300k
Whole financial statements
materiality (2017: $300k)

$250k
Materiality at 3 components
($250k) (2017: range of
$261k–$300k)

$15k
Misstatements reported to the
Audit Committee (2017: $15k)

Materiality for the Group financial statements as a whole was set
at $300k (2017: $300k), determined with reference to a benchmark
of loss before tax of $19.4 million (2017: $14.0 million) (of which it
represents 1.5% (2017: 2.1%)).

We agreed to report to the Audit Committee any corrected or
uncorrected identified misstatements exceeding $15k (2017: $15k),
in addition to other identified misstatements that warranted
reporting on qualitative grounds.

Of the Group's 5 (2017: 5) reporting components, we subjected
3 (2017: 3) to full scope audits for Group purposes.

The components within the scope of our work accounted
for the percentages illustrated opposite.

For the residual 2 components, we performed analysis at an
aggregated Group level to re-examine our assessment that there were
no significant risks of material misstatement within these components.

The work on all 5 (2017: 5) components was performed
by the Group team.

The component materialities were $250k (2017 ranged from
$261k to $300k), having regard to the mix of size and risk profile
of the Group across the components.

Group revenue

100
100

Group loss before tax

94%
(2017: 91%)

100%
(2017: 100%)

I100+
100+
I91+
94+
100+
I100+

100%
(2017: 100%)

Group total assets

100
100

91
94

Full scope for Group audit purposes 2018

Full scope for Group audit purposes 2017

Residual components

ANNUAL REPORT AND ACCOUNTS 2018 WANDISCO PLC

Financial statementsI
I
6
+
9
+
I
INDEPENDENT AUDITOR’S REPORT CONTINUED
To the members of WANdisco plc

4. We have nothing to report on going concern

7. Respective responsibilities

The Directors have prepared the financial statements on the going
concern basis as they do not intend to liquidate the Group or to
cease their operations, and as they have concluded that the
Group’s financial position means that this is realistic. They have
also concluded that there are no material uncertainties that could
have cast significant doubt over their ability to continue as a going
concern for at least a year from the date of approval of the financial
statements (“the going concern period”).

Our responsibility is to conclude on the appropriateness of the
Directors’ conclusions and, had there been a material uncertainty
related to going concern, to make reference to that in this audit
report. However, as we cannot predict all future events or conditions
and as subsequent events may result in outcomes that are inconsistent
with judgements that were reasonable at the time they were made,
the absence of reference to a material uncertainty in this auditor's
report is not a guarantee that the Group will continue in operation.

We identified going concern as a key audit matter (see section 2
of this report). Based on the work described in our response to
that key audit matter, we are required to report to you if we have
concluded that the use of the going concern basis of accounting
is inappropriate or there is an undisclosed material uncertainty that
may cast significant doubt over the use of that basis for a period of
at least a year from the date of approval of the financial statements.

We have nothing to report in these respects.

Directors’ responsibilities

As explained more fully in their statement set out on page 42,
the Directors are responsible for: the preparation of the financial
statements including being satisfied that they give a true and fair
view; such internal control as they determine is necessary to enable
the preparation of financial statements that are free from material
misstatement, whether due to fraud or error; assessing the Group’s
ability to continue as a going concern, disclosing, as applicable,
matters related to going concern; and using the going concern
basis of accounting unless they either intend to liquidate the Group
or to cease operations, or have no realistic alternative but to do so.

Auditor’s responsibilities

Our objectives are to obtain reasonable assurance about whether the
financial statements as a whole are free from material misstatement,
whether due to fraud or error, and to issue our opinion in an
auditor’s report. Reasonable assurance is a high level of assurance,
but does not guarantee that an audit conducted in accordance with
ISAs (UK) will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered
material if, individually or in aggregate, they could reasonably be
expected to influence the economic decisions of users taken on
the basis of the financial statements.

A fuller description of our responsibilities is provided on the FRC’s
website at www.frc.org.uk/auditorsresponsibilities.

8. The purpose of our audit work and to whom
we owe our responsibilities

This report is made solely to the Company’s members, as a body,
in accordance with Article 113A of the Companies (Jersey) Law 1991.
Our audit work has been undertaken so that we might state to the
Company’s members those matters we are required to state to them
in an auditor’s report and for no other purpose. To the fullest extent
permitted by law, we do not accept or assume responsibility to anyone
other than the Company and the Company’s members, as a body,
for our audit work, for this report, or for the opinions we have formed.

FRANCES SIMPSON
FOR AND ON BEHALF OF KPMG LLP,
CHARTERED ACCOUNTANTS AND RECOGNISED AUDITOR
1 SOVEREIGN SQUARE, LEEDS, LS1 4DA
23 APRIL 2019

5. We have nothing to report on the other information
in the Annual Report

The Directors are responsible for the other information presented
in the Annual Report together with the financial statements. Our
opinion on the financial statements does not cover the other
information and, accordingly, we do not express an audit opinion
or, except as explicitly stated below, any form of assurance
conclusion thereon.

Our responsibility is to read the other information and, in doing so,
consider whether, based on our financial statements audit work,
the information therein is materially misstated or inconsistent with
the financial statements or our audit knowledge. Based solely on
that work we have not identified material misstatements in the
other information.

6. We have nothing to report on the other matters
on which we are required to report by exception

Under the Companies (Jersey) Law 1991, we are required to report
to you if, in our opinion:

• adequate accounting records have not been kept by the

Company, or returns adequate for our audit have not been
received from branches not visited by us; or

• the Company financial statements are not in agreement with

the accounting records and returns; or

• certain disclosures of Directors’ remuneration specified by law

are not made; or

• we have not received all the information and explanations

we require for our audit.

We have nothing to report in these respects.

WANDISCO PLC ANNUAL REPORT AND ACCOUNTS 2018

CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
For the year ended 31 December 2018

Year ended 31 December 2018

Year ended 31 December 2017

Continuing operations

Revenue

Cost of sales

Gross profit

Operating expenses

Operating loss

Finance income

Finance costs

Net finance (costs)/income

(Loss)/profit before tax

Income tax

(Loss)/profit for the year

Other comprehensive income

Items that are or may be reclassified subsequently
to profit or loss:

Foreign operations – foreign currency
translation differences

Pre-
exceptional
$’000

Exceptional
items1
$’000

Pre-
exceptional
$’000

Exceptional
items1
$’000

17,019

(1,544)

15,475

(22,117)

9,11

(37,592)

Note

7,8

Total
$’000

17,019

(1,544)

19,637

(1,972)

15,475

17,665

(37,592)

(27,360)

(22,117)

(9,695)

—

Total
$’000

19,637

(1,972)

17,665

(27,360)

(9,695)

—

443

(514)

2,793

—

3,236

(514)

(344)

(3,994)

(4,338)

(71)

2,793

2,722

(315)

(3,994)

(4,309)

(22,188)

2,793

(19,395)

(10,010)

(3,994)

(14,004)

802

—

802

489

—

489

(21,386)

2,793

(18,593)

(9,521)

(3,994)

(13,515)

(81)

(2,793)

(2,874)

(184)

3,994

3,810

Other comprehensive income for the year, net of tax

(81)

(2,793)

(2,874)

(184)

3,994

3,810

Total comprehensive income for the year

(21,467)

—

(21,467)

(9,705)

—

(9,705)

Loss per share

Basic and diluted loss per share

Adjusted earnings before interest, tax depreciation
and amortisation (“Adjusted EBITDA”)

1 See Note 10.

The notes on pages 53 to 84 are an integral part of these consolidated financial statements.

($0.45)

(9,397)

($0.36)

(580)

ANNUAL REPORT AND ACCOUNTS 2018 WANDISCO PLC

Financial statementsCONSOLIDATED STATEMENT OF FINANCIAL POSITION
At 31 December 2018

Assets

Property, plant and equipment

Intangible assets

Other non-current assets

Non-current assets

Trade and other receivables

Cash and cash equivalents

Current assets

Total assets

Equity

Share capital

Share premium

Translation reserve

Merger reserve

Retained earnings

Total equity

Liabilities

Loans and borrowings

Deferred income

Deferred tax liabilities

Non-current liabilities

Current tax liabilities

Loans and borrowings

Trade and other payables

Deferred income

Deferred government grant

Current liabilities

Total liabilities

Total equity and liabilities

31 December
2018
$’000

31 December
2017
$’000

Note

828

5,516

2,580

556

7,081

889

8,924

8,526

7,399

10,757

5,969

27,396

18,156

33,365

27,080

41,891

6,361

6,156

115,909

115,196

(7,348)

(4,474)

1,247

(102,365)

(100,658)

13,804

17,467

1,277

3,310

7,058

1,378

10,372

3,990

4,860

3,041

—

984

5,953

7,102

11,898

14,052

13,276

24,424

27,080

41,891

The notes on pages 53 to 84 are an integral part of these consolidated financial statements.

The financial statements on pages 49 to 84 were approved by the Board of Directors on 23 April 2019 and signed on its behalf by:

DAVID RICHARDS
CHAIRMAN AND CEO

ERIK MILLER
CHIEF FINANCIAL OFFICER

Company registered number: 110497

WANDISCO PLC ANNUAL REPORT AND ACCOUNTS 2018

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the year ended 31 December 2018

Balance at 1 January 2017

Total comprehensive income for the year

Loss for the year

Other comprehensive income for the year

Total comprehensive income for the year

Transactions with owners of the Company

Contributions and distributions

Attributable to owners of the Company

Share
capital
$’000

Share
premium
$’000

Translation
reserve
$’000

Merger
reserve
$’000

Retained
earnings
$’000

Total
equity
$’000

Note

5,638

94,526

(8,284)

1,247

(89,344)

3,783

—

3,810

—

(13,515)

—

3,810

(13,515)

(9,705)

2,201

—

2,201

20,532

656

2,201

23,389

Equity-settled share-based payment

Proceeds from share placing

Share options exercised

Total transactions with owners of the Company

—

401

117

—

20,131

539

518

20,670

—

Balance at 31 December 2017

6,156

115,196

(4,474)

1,247

(100,658)

Adjustment on application of IFRS 15

—

11,029

17,467

11,029

Adjusted balance at 1 January 2018

Total comprehensive income for the year

Loss for the year

Other comprehensive income for the year

Total comprehensive income for the year

Transactions with owners of the Company

Contributions and distributions

Equity-settled share-based payment

Share options exercised

Total transactions with owners of the Company

6,156

115,196

(4,474)

1,247

(89,629)

28,496

—

205

—

713

—

(2,874)

—

(18,593)

—

(2,874)

(18,593)

(21,467)

5,857

—

5,857

918

5,857

6,775

Balance at 31 December 2018

6,361

115,909

(7,348)

1,247

(102,365)

13,804

The notes on pages 53 to 84 are an integral part of these consolidated financial statements.

ANNUAL REPORT AND ACCOUNTS 2018 WANDISCO PLC

Financial statementsCONSOLIDATED STATEMENT OF CASH FLOWS
For the year ended 31 December 2018

Cash flows from operating activities

Loss for the year

Adjustments for:

– Depreciation of property, plant and equipment

– Amortisation of intangible assets

– Loss on sale of property, plant and equipment

– Net finance costs

– Income tax

– Foreign exchange

– Equity-settled share-based payment

Changes in:

– Trade and other receivables

– Trade and other payables

– Deferred income

– Deferred government grant

Net working capital change

Cash (used in)/generated from operating activities

Interest paid

Income tax received

Net cash (used in)/generated from operating activities

Cash flows from investing activities

Interest received

Proceeds from sale of property, plant and equipment

Acquisition of property, plant and equipment

Acquisition of third party software

Development expenditure

Net cash used in investing activities

Cash flows from financing activities

Proceeds from issue of share capital

Net proceeds from bank loan

Payment of finance lease liabilities

Net cash from financing activities

Net (decrease)/increase in cash and cash equivalents

Cash and cash equivalents at 1 January

Effect of movements in exchange rates on cash held

Note

2018
$’000

2017
$’000

(18,593)

(13,515)

388

6,475

(802)

(2,517)

5,857

215

6,699

—

315

(489)

3,860

2,201

(9,118)

(714)

281

(925)

(1,230)

(2)

(1,618)

1,331

1,668

(11)

(1,876)

1,370

(10,994)

(399)

656

(286)

1,364

(11,342)

1,734

213

(677)

—

(254)

(500)

(4,910)

(6,303)

(5,369)

(7,027)

918

(111)

(95)

21,188

4,000

(89)

712

25,099

(15,999)

19,806

27,396

(640)

7,558

Cash and cash equivalents at 31 December

10,757

27,396

The notes on pages 53 to 84 are an integral part of these consolidated financial statements.

WANDISCO PLC ANNUAL REPORT AND ACCOUNTS 2018

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 31 December 2018

1. Reporting entity

WANdisco plc (the “Company”) is a public limited company incorporated and domiciled in Jersey. The Company’s ordinary shares are
traded on AIM. The Company’s registered office is 47 Esplanade, St. Helier, Jersey JE1 0BD. These consolidated financial statements
comprise the Company and its subsidiaries (together referred to as the “Group”). The Group is primarily involved in the development
and provision of global collaboration software (see Note 7).

2. Basis of accounting

These consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRSs”)
as adopted by the EU. They were authorised for issue by the Company’s Board of Directors on 23 April 2019.

Under Article 105(11) of the Companies (Jersey) Law 1991, a parent company preparing consolidated financial statements need not
present solus (parent company only) financial information, unless required to do so by an ordinary resolution of the company’s members.

(a) Accounting policies

Details of the Group’s accounting policies are included in Note 31.

This is the first set of the Group’s annual financial statements in which IFRS 15 “Revenue from Contracts with Customers” has been
applied. Changes to the significant accounting policies are described in Note 5.

(b) Going concern basis of accounting

The consolidated financial statements have been prepared on a going concern basis, which assumes that the Group will be able to meet
the mandatory repayment terms of the banking facilities as disclosed in Note 25.

As at 31 December 2018 the Group had net assets of $13.8m (31 December 2017: $17.5m), including cash of $10.8m (2017: $27.4m) as set
out in the Consolidated statement of financial position, with a debt facility fully drawn of $3.9m (2017: debt facility drawn of $4.0m). In the
year ended 31 December 2018, the Group incurred a loss before tax of $19.4m (2017: $14.0m) and net cash outflows before financing
of $16.7m (2017: $5.3m).

During 2018, the performance of the Group declined, with bookings reducing by 28% to $16.2m (2017: $22.5m) and operating loss
increasing to $22.1m (2017: $9.7m).

The Directors have prepared a detailed budget and forecasts of the Group’s expected performance over a period covering at least the
next twelve months from the date of the approval of these financial statements. As well as modelling the realisation of the sales pipeline,
these forecasts also cover a number of scenarios and sensitivities in order for the Board to satisfy itself that the Group remains within its
current cash facilities, details of which are included in Note 22. The model includes the injection of $17.5m of cash which was raised
following the year end on 14 February 2019, as detailed in Note 30.

Whilst the Directors are confident in the Group’s ability to grow bookings, the Board’s sensitivity modelling (which considered the
impact of Brexit) shows that the Group can remain within its facilities in the event that bookings growth is delayed (i.e. bookings do
not increase from the level reported in 2018) for a period in excess of twelve months. The Directors’ financial forecasts and operational
planning and modelling also include the actions, under control of the Group, that they could take to further significantly reduce the cost
base during the coming year in the event that longer-term bookings were set to remain consistent with the level reported in 2018. On the
basis of this financial and operational modelling, the Directors believe that the Group has the capability and the operational agility to react
quickly, cut further costs from the business and ensure that the cost base of the business is aligned with its sales bookings, cash revenue
and funding scale.

As a consequence, the Directors have a reasonable expectation that the Group can continue to operate and to operate within its existing
facilities and be able to meet its commitments and discharge its liabilities in the normal course of business for a period not less than twelve
months from the date of approval of these financial statements. Accordingly, they continue to adopt the going concern basis in preparing
the Group financial statements.

3. Functional and presentational currency

See accounting policy in Note 31(b).

The consolidated financial statements are presented in US dollars, which is the functional currency of the Group, as the revenue for the
Group is predominantly derived in this currency. Billings to the Group’s customers during the year by WANdisco, Inc. were all in US dollars
with certain costs being incurred by WANdisco International Limited in sterling and WANdisco, Pty Ltd in Australian dollars. All financial
information has been rounded to the nearest thousand US dollars unless otherwise stated.

ANNUAL REPORT AND ACCOUNTS 2018 WANDISCO PLC

Financial statementsNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
For the year ended 31 December 2018

4. Use of judgements and estimates

In preparing these consolidated financial statements, management has made judgements and estimates that affect the application of the
Group’s accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to estimates are recognised prospectively.

(a) Judgements

Information about judgements made in applying accounting policies that have the most significant effect on the amounts recognised
in the financial statements is included in the following notes:

• Note 8 – revenue recognition.

• Note 13 – deferred tax asset.

• Note 17 – development costs.

(b) Assumptions and estimation uncertainties

Information about assumptions and estimation uncertainties at 31 December 2018 that have a significant risk of resulting in a material
adjustment to the carrying amounts of assets and liabilities in the next financial year is included in the following notes:

• Note 8 – revenue recognition: allocation of value to maintenance and support element of subscription arrangement.

• Note 17 – impairment test of intangible assets: key assumptions underlying recoverable amounts, including the recoverability

of development costs.

A number of the Group’s accounting policies and disclosures require the measurement of fair values, for both financial and non-financial
assets and liabilities.

Further information about the assumptions made in measuring fair values is included in the following note:

• Note 15 – share-based payment.

5. Changes in significant accounting policies – IFRS 15

The Group has initially applied IFRS 15 “Revenue from Contracts with Customers” from 1 January 2018. Several other new standards
are also effective from 1 January 2018, but they do not have a material effect on the Group’s financial statements, including IFRS 9
“Financial Instruments”. See Note 32.

Due to the transition method chosen by the Group in applying this standard, comparative information throughout these financial
statements has not been restated to reflect the requirements of the new standard.

IFRS 15 establishes a comprehensive framework for determining whether, how much and when revenue is recognised. It replaced IAS 18
“Revenue”, IAS 11 “Construction Contracts” and related interpretations.

The Group has adopted IFRS 15 using the cumulative effect method (without practical expedients), with the effect of initially applying this
standard recognised at the date of initial application (i.e. 1 January 2018). Accordingly, the information presented for 2017 has not been
restated – i.e. it is presented, as previously reported, under IAS 18, IAS 11 and related interpretations. Additionally, the disclosure requirements
in IFRS 15 have not generally been applied to comparative information.

(a) Impact of conversion

The effect of initially applying this standard is as follows:

(I) subscription term licence agreements are now split into a licence and maintenance and support element with the earlier recognition

of the licence element reducing deferred revenue;

(II) recognition of an asset (receivable) for the element of licence revenue recognised above relating to a future year payment instalment;

(III) accrued sales commission costs are deferred across the period over which the related revenue is recognised.

WANDISCO PLC ANNUAL REPORT AND ACCOUNTS 2018

5. Changes in significant accounting policies – IFRS 15 continued

(a) Impact of conversion continued

The following table summarises the impact of transition to IFRS 15 on retained earnings at 1 January 2018.

Retained earnings

Impact
of adopting
IFRS 15 at
1 January
2018
$’000

Note

Deferred income: Earlier recognition of licence revenue from subscription term licence agreements

5(a)(I)

8,612

Accrued income: Recognition of an asset for licence revenue recognised from future period
payment instalments

Other receivables: Accrued sales commissions deferred

Impact at 1 January 2018

5(a)(II)

5(a)(III)

1,763

654

11,029

The following tables summarise the impacts of adopting IFRS 15 on the Consolidated statement of profit or loss and other comprehensive
income for the year ended 31 December 2018 and the Consolidated statement of financial position for each of the line items affected.
There was no material impact on the Consolidated statement of cash flows for the year ended 31 December 2018.

(b) Impact on the consolidated statement of profit or loss and other comprehensive income

Continuing operations

Revenue

Cost of sales

Gross profit

Cash overheads

Adjusted EBITDA including development expenditure

Development expenditure capitalised

Adjusted EBITDA

Amortisation and depreciation

Equity-settled share-based payment

Operating loss

Net finance income/(costs)

Loss before tax

Income tax

Loss for the year

Other comprehensive income for the year, net of tax

Note

5(a)(I)

5(a)(III)

Year ended 31 December 2018

As reported
(IFRS 15)
$’000

Adjustments
$’000

Amounts
without
adoption of
IFRS 15
$’000

Year ended
31 December
2017
Amounts
without
adoption of
IFRS 15
$’000

17,019

(1,544)

(4,828)

12,191

19,637

(1,466)

(1,972)

15,475

(4,750)

10,725

17,665

(29,782)

—

(29,782)

(24,548)

(14,307)

(4,750)

(19,057)

(6,883)

4,910

—

4,910

6,303

(9,397)

(6,863)

(5,857)

(4,750)

(14,147)

—

(6,863)

(5,857)

(22,117)

(4,750)

(26,867)

5(a)(II)

2,722

(230)

2,492

(580)

(6,914)

(2,201)

(9,695)

(4,309)

(19,395)

(4,980)

(24,375)

(14,004)

802

—

802

489

(18,593)

(4,980)

(23,573)

(13,515)

(2,874)

—

(2,874)

3,810

Total comprehensive income for the year

(21,467)

(4,980)

(26,447)

(9,705)

ANNUAL REPORT AND ACCOUNTS 2018 WANDISCO PLC

Financial statementsNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
For the year ended 31 December 2018

5. Changes in significant accounting policies – IFRS 15 continued

Non-current assets

Current assets

Total assets

Total equity

Non-current liabilities

Current liabilities

Total liabilities

Total equity and liabilities

31 December 2018

As reported
(IFRS 15)
$’000

Adjustments
$’000

Note

31 December
2017
Amounts
without
adoption of
IFRS 15
$’000

Amounts
without
adoption of
IFRS 15
$’000

5(a)(II),(III)

8,924

18,156

(1,691)

(2,991)

7,233

8,526

15,165

33,365

27,080

(4,682)

22,398

41,891

13,804

(16,009)

(2,205)

17,467

5(a)(I)

1,378

11,898

6,256

5,071

7,634

16,969

10,372

14,052

13,276

11,327

24,603

24,424

27,080

(4,682)

22,398

41,891

The principles in IFRS 15 must be applied using the following five-step model:

1. Identify the contract(s) with a customer.

2. Identify the performance obligations in the contract.

3. Determine the transaction price.

4. Allocate the transaction price to the performance obligations in the contract.

5. Recognise revenue when or as the entity satisfies its performance obligations.

For additional information on the Group’s accounting policies relating to revenue recognition, see Note 8.

6. Alternative performance measures

The Group uses a number of alternative performance measures (“APMs”) which are non-IFRS measures to monitor the performance of its
operations. The Group believes these APMs provide useful historical financial information to help investors and other stakeholders evaluate the
performance of the business and are measures commonly used by certain investors for evaluating the performance of the Group. In particular,
the Group uses APMs which reflect the underlying performance on the basis that this provides a more relevant focus on the core business
performance of the Group. The Group has been using the following APMs on a consistent basis and they are defined and reconciled as follows:

• New sales bookings: A new sales booking relates to agreement with the customer via a contract to purchase. Bookings can be to both

new and existing customers.

• Cash overheads: Operating expenses adjusted for: depreciation, amortisation, capitalisation of development expenditure and

equity-settled share-based payment. See Note 11 for a reconciliation.

• Adjusted EBITDA: Operating loss adjusted for: depreciation, amortisation, capitalisation of development expenditure and equity-settled

share-based payment. See Note 11 for a reconciliation.

7. Operating segments

See accounting policy in Note 31(e).

The Directors consider there to be one operating segment, being that of development and sale of licences for software and related
maintenance and support.

WANDISCO PLC ANNUAL REPORT AND ACCOUNTS 2018

7. Operating segments continued

(a) Geographical segments

The Group recognises revenue in three geographical regions based on the location of customers, as set out in the following table:

Revenue

North America

Europe

Rest of the world

2018
$’000

2017
$’000

14,100

1,785

1,134

16,132

2,865

640

17,019

19,637

Management makes no allocation of costs, assets or liabilities between these segments since all trading activities are operated as a single
business unit.

(b) Major products

The Group’s core patented technology, DConE, enables the replication of data. The Group has developed software based on this
technology which is applied into two key markets, the Big Data and Source Code Management markets:

Revenue

Source Code Management

Big Data

2018
$’000

6,254

10,765

2017
$’000

8,484

11,153

17,019

19,637

Included in revenue from Big Data of $10,765,000 (2017: $11,153,000) are revenues of $5,459,000 (32% of revenue) (2017: $7,794,000
(40% of revenue)) and $2,471,000 (15% of revenue) (2017: $nil) which arose from sales to the Group’s two largest customers. No other single
customers contributed 10% or more to the Group’s revenue (2017: nil).

8. Revenue

The effect of initially applying IFRS 15 on the Group’s revenue from contracts with customers is described in Note 5. Due to the transition
method chosen in applying IFRS 15, comparative information has not been restated to reflect the new requirements.

The Group generates revenue primarily from the sale of global collaboration software to its customers; see Note 7.

(a) Split of revenue by timing of revenue recognition

Revenue

Products transferred at a point in time

Products and services transferred over time

2018
$’000

2017
$’000

13,472

3,547

17,019

—

The Group has initially applied IFRS 15 at 1 January 2018. Under the transition method chosen, comparative information is not restated; see Note 5.

(b) Contract balances

The following table provides information about receivables, contract assets and liabilities from contracts with customers.

Receivables, which are included in “Other non-current assets – Accrued income”

Contract assets, which are included in “Other non-current assets – Other receivables”

Receivables, which are included in “Trade and other receivables – Accrued income”

Contract assets, which are included in “Trade and other receivables – Other receivables”

Contract liabilities, which are included in “Deferred income” – non-current

Contract liabilities, which are included in “Deferred income” – current

31 December
2018
$’000

1 January 31 December
2017
$’000

2018
$’000

2,340

240

2,654

337

(1,277)

(3,041)

1,626

333

3,376

321

(1,732)

(3,816)

889

—

2,350

—

(7,058)

(7,102)

Contract assets represent deferred sales commissions; see Note 5.

ANNUAL REPORT AND ACCOUNTS 2018 WANDISCO PLC

Financial statementsNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
For the year ended 31 December 2018

8. Revenue continued

Revenue is measured based on the consideration specified in a contract with a customer. The Group recognises revenue when it transfers
control over a good or service to a customer.

The following table provides information about the nature and timing of the satisfaction of performance obligations in contracts with
customers, including significant payment terms and the related revenue recognition policies.

Revenue is recognised either when the performance obligation in the contract has been performed (so “point in time” recognition)
or “over time” as control of the performance obligation is transferred to the customer.

The details of the new significant accounting policies and the nature of the changes to previous accounting policies in relation
to the Group’s various products and services are set out below:

Type of product/service

IFRS 15 treatment

Nature of change in accounting policy and impacts

Software licences
– perpetual licences

Software subscriptions (which
include both a term software
licence and a maintenance
and support contract)

Under IFRS 15, revenue on perpetual licences is
recognised in full once the licence has been granted
and the customer has been provided with access
to the software as it is considered that control
has been passed at that point in time.

Under IFRS 15 subscription arrangements have
been split into two performance obligations
which are both considered as distinct:

• term software licence; and

• maintenance and support.

The allocation of transaction price between
the two performance obligations is based on
an adjusted market assessment approach.

Term software licences are treated like perpetual
licences with revenue being recognised in full once the
licence has been granted and the customer has been
provided with access to the software as it is considered
that control has been passed at that point in time.

The maintenance and support component is spread
over the life of the contract as the performance
obligation is satisfied over time matching the
period of the contract.

Under IAS 18, revenue was recognised in full on
delivery. As such, there has been no impact on
revenue for this type of arrangement.

Sales of software subscriptions which included both term
software licence and maintenance and support under
IAS 18 were previously recognised on a straight-line basis
over the period of the contract, once the licence had
been granted and the customer had been provided with
access to the software.

Impacts from change:

• 5(a)(I) This resulted in an acceleration of the licence
element of the subscription arrangement which
had previously been spread over the period of the
subscription agreement.

• 5(a)(II) Where there is a multi-period payment

instalment plan, the element attributable to the licence
which has been accelerated to revenue but has not
yet been invoiced is recognised as an asset net of
financing income. This asset is revalued at each
Balance sheet date.

Maintenance and
support contracts

Maintenance and support revenue is spread over
time as the performance obligation is satisfied
over the period of the contract.

There has been no change to this policy under IFRS 15 as
the performance obligation is satisfied over the period
of the contract.

Training, implementation
and professional services

Sales of training, implementation and professional
services are recognised on delivery of the services
at a point in time.

There has been no change to this policy under IFRS 15,
as the performance obligation is satisfied on delivery of
these services.

Royalties

Sales commissions

Royalties are accounted for on an accruals basis.
Under IFRS 15 the recognition of royalties is prohibited
until the sale or usage occurs, even if the sale or
usage is probable.

There has been no impact to revenue from royalties after
implementing IFRS 15.

Under IFRS 15, the costs of obtaining a contract
should be recognised as an asset and subsequently
amortised if they are incremental and are expected
to be recovered.

Amortisation is charged on a basis consistent with
the transfer to the customer of the goods or services
to which the capitalised costs relate.

Previously sales commissions were charged to the profit
and loss account when they were incurred.

Impact from change:

• 5(a)(III) This resulted in the recognition of an asset for

deferred commissions and subsequent amortisation
of this asset to match the revenue profile.

WANDISCO PLC ANNUAL REPORT AND ACCOUNTS 2018

9. Expenses

(a) Expenses by nature

Cost of sales

Staff costs

Development costs capitalised

Research and development – amortisation charge

Amortisation of intangible assets

Depreciation of property, plant and equipment

Auditor’s remuneration

Other expenses

Operating expenses

Total cost of sales and operating expenses

Note

2018
$’000

2017
$’000

9(b)

1,544

1,972

22,055

16,405

(4,910)

(6,303)

5,725

6,366

750

388

133

333

215

13,451

10,255

37,592

27,360

39,136

29,332

Included in staff costs above are $245,000 (2017: $186,000) relating to payments made to defined contribution plans.

(b) Auditor’s remuneration

Audit of these financial statements

Amounts receivable by auditor in respect of:

Audit of financial statements of subsidiaries pursuant to legislation

10. Exceptional items

See accounting policy in Note 31(i).

Exchange gain/(loss) on intercompany balances

2018
$’000

133

2017
$’000

2018
$’000

2017
$’000

2,793

(3,994)

The exceptional gain/(loss) arose on sterling-denominated intercompany balances. These balances were retranslated at the closing
exchange rate at 31 December 2018, which was 1.27, a 6% reduction compared to the rate of 1.35 at 31 December 2017. Sterling to US dollar
exchange rates improved during 2017 compared to 2016, which declined following the Brexit vote on 23 June 2016. Due to the size and
nature of the exchange gain/(loss) in both years, it has been included as an exceptional item.

The exceptional gain/(loss) on intercompany balances in the Consolidated statement of profit or loss is offset by an equivalent exceptional
exchange (loss)/gain on the retranslation of the intercompany balances, which is included in the retranslation of net assets of foreign
operations, included in the other comprehensive income.

ANNUAL REPORT AND ACCOUNTS 2018 WANDISCO PLC

Financial statementsNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
For the year ended 31 December 2018

11. Adjusted EBITDA and cash overheads

Management has presented the performance measures adjusted EBITDA and cash overheads because it monitors these performance
measures at a consolidated level and it believes that these measures are relevant to an understanding of the Group’s financial performance.
Adjusted EBITDA and cash overheads are not defined performance measures in IFRS. The Group’s definition of adjusted EBITDA and cash
overheads may not be comparable with similarly titled performance measures and disclosures by other entities.

(a) Reconciliation of operating loss to “Adjusted EBITDA”

Note

2018
$’000

2017
$’000

(22,117)

(9,695)

6,863

5,857

6,914

2,201

(9,397)

(4,910)

(580)

(6,303)

(14,307)

(6,883)

Note

2018
$’000

2017
$’000

9(a)

(37,592)

(27,360)

6,863

5,857

6,914

2,201

(4,910)

(6,303)

(29,782)

(24,548)

2018
$’000

213

230

2,793

3,236

2017
$’000

—

(3,994)

(336)

(63)

(115)

(167)

(119)

(58)

(514)

(4,338)

2,722

(4,309)

Operating loss

Adjusted for:

Amortisation and depreciation

Equity-settled share-based payment

Adjusted EBITDA

Development expenditure capitalised

Adjusted EBITDA including development expenditure

(b) Reconciliation of operating expenses to “Cash overheads”

Operating expenses

Adjusted for:

Amortisation and depreciation

Equity-settled share-based payment

Development expenditure capitalised

Cash overheads

12. Net finance (costs)/income

See accounting policy in Note 31(j).

Interest income on cash and cash equivalents

Interest income on non-current assets

Net foreign exchange gain

Finance income

Net foreign exchange loss

Interest payable on bank borrowings

Finance charges

Loan amortisation costs

Finance costs

Net finance (costs)/income

WANDISCO PLC ANNUAL REPORT AND ACCOUNTS 2018

13. Income tax

See accounting policy in Note 31(k).

(a) Amounts recognised in profit or loss

Current tax expense

Current year

Changes in estimates related to prior year

Income tax

(b) Reconciliation of effective tax rate

Loss before tax from continuing operations

Tax using the Company’s domestic tax rate

Effect of tax rates in foreign jurisdictions

Tax effect of:

Non-deductible expenses

Tax exempt income/(expenses)

R&D tax credits

Losses not recognised for current or deferred tax

Changes in estimates related to prior year

2018
$’000

2017
$’000

445

357

802

2017
%

35%

(7%)

(10%)

(9%)

390

489

2017
$’000

14,004

4,901

(995)

(1,430)

(1,288)

786

2018
%

2018
$’000

19,395

21%

(1%)

4,073

(186)

(6%)

(1,139)

517

543

(16%)

(3,043)

(11%)

(1,485)

—

802

—

489

Non-taxable income/(expenses) reflects the tax impact of the exceptional foreign exchange translation gain included in loss before tax.

The changes in estimates related to prior year of $357k includes an additional amount now recognised in respect of research and development
tax credits relating to prior year of $320k.

Reductions in the UK corporation tax rate to 19% (effective from 1 April 2017) and to 17% (effective from 1 April 2020) were substantively enacted
on 6 September 2016. This will reduce the Group’s future current tax charge accordingly. The deferred taxation balance for UK tax resident
members of the Group at 31 December 2018 has been calculated based on the rate of 17% (2017: 17%).

In December 2017, numerous changes to the tax laws were enacted in the US, including a decrease in the corporate tax rate from 35%
to 21%. The deferred tax balance for US tax resident members of the Group at 31 December 2018 has been calculated based on the rate
of 21% (2017: 21%).

(d) Deferred tax assets and liabilities

Deferred tax liabilities are attributable to the following temporary differences in respect of property, plant and equipment:

Deferred tax liability

2018
$’000

(3)

2017
$’000

(4)

The Group has unrecognised deferred tax assets of $16,239,000 (2017: $16,012,000) in respect of tax losses arising in the Group.

The Directors consider that there is not enough certainty over the availability of future taxable profits against which these losses may be
offset and no asset has therefore been recognised.

ANNUAL REPORT AND ACCOUNTS 2018 WANDISCO PLC

Financial statementsNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
For the year ended 31 December 2018

14. Loss per share

(a) Basic loss per share

The calculation of basic loss per share has been based on the following loss attributable to ordinary shareholders and weighted average
number of ordinary shares outstanding:

Loss for the year attributable to ordinary shareholders

Weighted average number of ordinary shares

Issued ordinary shares at 1 January

Effect of shares issued in the year

Weighted average number of ordinary shares at 31 December

Basic loss per share

(b) Adjusted loss per share

2018
$’000

2017
$’000

18,593

13,515

2018
Number of
shares
’000s

2017
Number of
shares
’000s

40,904

37,068

828

715

41,732

37,783

2018
$

0.45

2017
$

0.36

Adjusted loss per share is calculated based on the loss attributable to ordinary shareholders before exceptional items, acquisition-related
items and the cost of equity-settled share-based payment, and the weighted average number of ordinary shares outstanding:

Loss for the year attributable to ordinary shareholders

Adjusted for:

Exceptional items

Equity-settled share-based payment

Adjusted loss for the year

Adjusted loss per share

2018
$’000

2017
$’000

18,593

13,515

2,793

(5,857)

(3,994)

(2,201)

15,529

7,320

2018
$

0.37

2017
$

0.19

Due to the Group having losses in all years presented, the fully diluted loss per share for disclosure purposes, as shown in the
Consolidated statement of profit or loss and other comprehensive income, is the same as for the basic loss per share.

15. Share-based payment

See accounting policy in Note 31(g)(ii).

(a) Description of share-based payment arrangements

The Group operates share option plans for employees of the Group. Options in the plans are settled in equity in the Company
and are normally subject to a vesting schedule but not conditional on any performance criteria being achieved.

WANDISCO PLC ANNUAL REPORT AND ACCOUNTS 2018

15. Share-based payment continued

(a) Description of share-based payment arrangements continued

The terms and conditions of the share option grants between 16 May 2012 (the date WANdisco plc acquired WANdisco, Inc.)
and 31 December 2018 are as follows:

Date of grant

16 May 12
16 May 12
16 May 12
16 May 12
21 Jun 12
7 Dec 12
18 Aug 14
15 Sep 14
22 Dec 14
2 Jun 15
23 Jun 15
6 Jul 15
23 Oct 15
2 Nov 15
22 Jan 16
28 Jan 16
24 Mar 16
9 Mar 16
1 Apr 16
22 Jun 16
15 Sep 16
16 Sep 16
6 Dec 16
21 Jan 17
13 Mar 17
31 Mar 17
30 May 17
24 Oct 17
11 Sep 17
24 Oct 17
11 Sep 17
1 Nov 17
13 Mar 18
13 Mar 18
13 Mar 18
4 Apr 18
4 Apr 18
28 Sep 18
28 Sep 18
28 Sep 18
28 Sep 18
2 Oct 18
2 Oct 18
2 Oct 18
2 Oct 18
2 Oct 18
2 Oct 18
9 Nov 18
9 Nov 18
9 Nov 18
9 Nov 18
9 Nov 18
9 Nov 18
5 Dec 18

Expected
term
(years)

Exercisable between

Commencement

9
9
9
9
10
10
3
10
3
10
3
3
3
3
10
3
3
10
3
3
3
10
10
10
10
10
10
10
10
3
3
10
3
10
3
10
10
10
10
10
10
2
3
3
3
3
3
10
10
10
3
3
2
3

16 May 12
22 Jul 12
13 Jan 13
13 Jan 13
21 Jun 12
7 Dec 12
18 Aug 14
15 Sep 14
22 Dec 14
2 Jun 15
23 Jun 15
6 Jul 15
23 Oct 15
2 Nov 15
22 Jan 16
28 Jan 16
24 Mar 16
9 Mar 16
1 Apr 16
22 Jun 16
15 Sep 16
16 Sep 16
6 Dec 16
21 Jan 17
13 Mar 17
31 Mar 17
30 May 17
24 Oct 17
1 Jul 17
24 Oct 17
1 Jul 17
24 Oct 17
4 Jan 18
15 Jan 18
19 Feb 18
26 Feb 18
26 Mar 18
9 Apr 18
4 Jun 18
21 May 18
30 Jul 18
23 May 18
23 May 18
4 Jun 18
9 Jul 18
6 Aug 18
21 May 18
17 Sep 18
15 Oct 18
8 Nov 18
10 Sep 18
1 Oct 18
9 Nov 18
9 Nov 18

Lapse

20 Sep 21
14 Sep 21
12 Jan 22
30 Jan 22
20 Jun 22
6 Dec 22
17 Aug 24
14 Sep 24
21 Dec 24
1 Jun 25
22 Jun 25
5 Jul 25
22 Oct 25
1 Nov 25
21 Jan 26
27 Jan 26
23 Mar 26
8 Mar 26
1 Apr 26
21 Jun 26
14 Sep 26
15 Sep 26
5 Dec 26
20 Jan 27
10 Mar 27
28 Mar 27
27 May 27
21 Oct 27
8 Sep 27
21 Oct 27
8 Sep 27
29 Oct 27
12 Mar 28
12 Mar 28
12 Mar 28
3 Apr 28
3 Apr 28
27 Sep 28
27 Sep 28
27 Sep 28
27 Sep 28
1 Oct 28
1 Oct 28
1 Oct 28
1 Oct 28
1 Oct 28
1 Oct 28
8 Nov 28
8 Nov 28
8 Nov 28
8 Nov 28
8 Nov 28
8 Nov 28
8 Nov 28

Exercise
price

£0.46
£0.36
£0.36
£0.23
£2.00
£4.55
£0.10
£4.00
£0.10
£2.55
£0.10
£0.10
£0.10
£0.10
£0.75
£0.10
£0.10
£1.41
£0.10
£0.10
£0.10
£2.00
£1.90
£3.90
£4.58
£4.24
£4.45
£8.20
£6.68
£0.10
£0.10
£8.39
£0.10
£8.16
£0.10
£8.34
£8.34
£6.40
£6.40
£6.40
£6.40
£0.10
£0.10
£0.10
£0.10
£0.10
£0.10
£3.60
£3.60
£3.60
£0.10
£0.10
£0.10
£0.10

Vesting
schedule
(see page 64)

Outstanding at
31 December
2018

1
2
2
2
3
4
5
4
5
6
6
6
6
6
6
6
6
6
6
6
6
6
6
5
5
5
5
5
5
6
6
5
6
5
5
5
5
5
5
5
5
8
9
6
6
6
6
5
5
5
6
6
8
7

1,650
25,000
175,000
301,585
15,450
84,017
1,955
17,084
7,000
1,666
29,834
3,333
32,333
5,000
3,334
5,000
8,334
22,201
8,333
3,334
16,668
10,000
731,604
183,930
420,000
56,000
45,334
65,083
40,000
20,000
266,668
423,707
25,000
10,000
150,000
2,000
19,000
10,000
15,000
10,000
4,000
723,112
447,023
20,000
14,000
2,000
20,000
21,000
4,000
5,000
6,000
30,000
50,000
44,498

4,662,070

ANNUAL REPORT AND ACCOUNTS 2018 WANDISCO PLC

Financial statementsNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
For the year ended 31 December 2018

15. Share-based payment continued

(a) Description of share-based payment arrangements continued

The following vesting schedule applies:

1. Partially vested at grant date; 1/48 of granted option shares vest monthly thereafter.

2. 25% of option vests on exercisable commencement date; 1/48 of granted option shares vest monthly thereafter.

3. Option vests on third anniversary of the date of grant.

4. Option vests 25% on first anniversary of the vesting commencement date, with the balance vesting monthly thereafter until final

vesting date.

5. Option vests 33% on first anniversary of vesting commencement date, with the balance vesting monthly thereafter until final vesting date.

6. Option vests in three instalments: one-third on first anniversary of vesting commencement date, one-third on second anniversary and

one-third on third anniversary.

7. Option vests 100% on first anniversary of vesting commencement date.

8. Option vests in two instalments: 50% on the first anniversary of vesting commencement date and 50% on the second anniversary.

9. Option vests in two instalments: 30% on the second anniversary of vesting commencement date and 70% on the third anniversary.

(b) Measurement of fair values

The fair value of the employee share purchase plan has been measured using a Black-Scholes option pricing model.

The inputs used in the measurement of fair values at grant date of the equity-settled share-based payment plans were as follows:

Dividend yield

Risk-free interest rate

Expected volatility

Expected life (years)

Weighted average fair value of options granted during the year

• The dividend yield is based on the Company’s forecast dividend.

• The risk-free interest rate is based on the treasury bond rates for the expected life of the option.

2018

2017

0.00%

0.80%

30%

7.0

0.00%

1.02%

30%

7.0

$7.88

$4.24

• Expected volatility is based on the historical volatility of shares of listed companies with a similar profile to the Company.

• Expected life in years is determined from the average of the time between the date of grant and the date on which the options lapse.

WANDISCO PLC ANNUAL REPORT AND ACCOUNTS 2018

15. Share-based payment continued

The number and weighted average exercise prices of share options (including previous options in WANdisco, Inc.) under the share option
plans were as follows:

Outstanding at 1 January

Forfeited during the year

Exercised during the year

Granted during the year

Outstanding at 31 December

Exercisable at 31 December

Vested at the end of the year

Exercise price in the range:

From

Weighted average contractual life remaining

(d) Expense recognised in profit or loss

Total equity-settled share-based payment charge

Weighted
average
exercise
price
2017
$

9.47

0.76

5.50

Weighted
average
exercise
price
2018
$

2.52

0.57

0.65

Number of
options
2017

4,318,899

(572,483)

(865,231)

2,020,514

4,901,699

2,073,904

Number of
options
2018

4,901,699

(269,824)

(1,619,062)

1,649,257

4,662,070

1,823,334

2018
$

0.13

10.65

2018
Years

8.1

2017
$

0.13

6.14

2017
Years

7.8

2018
$’000

2017
$’000

5,857

2,201

ANNUAL REPORT AND ACCOUNTS 2018 WANDISCO PLC

Financial statementsNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
For the year ended 31 December 2018

16. Property, plant and equipment

See accounting policy in Note 31(l).

(a) Reconciliation of carrying amount

Cost

Balance at 1 January 2017

Additions

Disposals

Effect of movements in exchange rates

Balance at 31 December 2017

Balance at 1 January 2018

Additions

Disposals

Effect of movements in exchange rates

Balance at 31 December 2018

Accumulated depreciation

Balance at 1 January 2017

Depreciation

Disposals

Effect of movements in exchange rates

Balance at 31 December 2017

Balance at 1 January 2018

Depreciation

Disposals

Effect of movements in exchange rates

Balance at 31 December 2018

Carrying amounts

At 31 December 2017

At 31 December 2018

(b) Leased plant and equipment

Leasehold
improvements
$’000

Fixtures and
fittings
$’000

Computers
$’000

Total
$’000

125

—

169

(2)

—

276

—

289

(7)

—

909

229

(3)

1,310

254

(3)

1,164

1,622

1,164

1,622

593

(34)

(9)

677

(43)

(9)

206

327

1,714

2,247

(125)

(270)

(7)

—

(2)

(7)

—

(11)

(423)

(201)

(22)

(818)

(215)

(35)

(134)

(288)

(644)

(1,066)

(134)

(24)

—

(288)

(4)

—

(644)

(360)

—

(1,066)

(388)

—

(156)

(284)

(979)

(1,419)

520

735

556

828

The Group leases hardware under several finance leases. At 31 December 2018, the net carrying amount of leased equipment was
$150,000 (2017: $250,000).

WANDISCO PLC ANNUAL REPORT AND ACCOUNTS 2018

17. Intangible assets

See accounting policy in Note 31(m).

(a) Reconciliation of carrying amount

Cost

Balance at 1 January 2017

Acquisitions – third party

Acquisitions – internally developed

Balance at 31 December 2017

Balance at 1 January 2018

Acquisitions – internally developed

Balance at 31 December 2018

Accumulated amortisation

Balance at 1 January 2017

Amortisation

Balance at 31 December 2017

Balance at 1 January 2018

Amortisation

Balance at 31 December 2018

Carrying amounts

At 31 December 2017

At 31 December 2018

(b) Amortisation

Other

intangible Development
costs
$’000

assets
$’000

Computer
software
$’000

Total
$’000

3,154

37,016

189

40,359

—

1,500

6,303

—

1,500

6,303

3,154

43,319

1,689

48,162

3,154

43,319

1,689

48,162

—

4,910

—

4,910

3,154

48,229

1,689

53,072

(3,154)

(31,039)

—

(6,366)

(189)

(333)

(34,382)

(6,699)

(3,154)

(37,405)

(522)

(41,081)

(3,154)

(37,405)

—

(5,725)

(522)

(750)

(41,081)

(6,475)

(3,154)

(43,130)

(1,272)

(47,556)

—

5,914

1,167

7,081

5,099

417

5,516

The amortisation charge on intangible assets is included in operating expenses in the Consolidated statement of profit or loss and other
comprehensive income.

The carrying amount of the intangible assets is allocated across cash-generating units (“CGUs”). A CGU is defined as the smallest group
of assets that generate cash inflows from continuing use that are largely independent of the cash inflows of other assets or groups thereof.
The recoverable amount of the CGUs is determined using value in use (“VIU”) calculations. As at 31 December 2018 and 2017, the Group
had one CGU, the DConE CGU, which represents the Group’s patented DConE replication technology, forming the basis of products for
both the source code management and Big Data markets, including the Fusion platform that was launched in 2015.

Other intangible assets arose as part of the acquisitions of OhmData, Inc. in June 2014 and AltoStor, Inc. in November 2012. The intangibles
arising as part of these acquisitions are allocated to the DConE CGU. The recoverable amount of the DConE CGU has been calculated on
a VIU basis at both 31 December 2018 and 31 December 2017. These calculations use cash flow projections based on financial forecasts, which
anticipate growth in the Group’s installed base along with new customer growth, resulting in an average revenue growth of 70% over the five-year
period with a 30% increase in cost base over the five-year period, and appropriate long-term growth rates. To prepare VIU calculations, the cash
flow forecasts are discounted back to present value using a pre-tax discount rate of 10% (2017: 10%) and a terminal value growth rate of 2%
from 2024. The Directors have reviewed the recoverable amount of the CGU and do not consider there to be any indication of impairment.

A sensitivity analysis was performed for the DConE CGU and management concluded that no reasonably possible change in any of the
key assumptions would cause for the carrying value of the DConE CGU to exceed its recoverable amount.

(d) Development costs

Development costs are predominantly capitalised staff costs associated with new products and services. Development costs are allocated
to the DConE CGU, the recoverable amount of which has been determined on a VIU basis as described above.

ANNUAL REPORT AND ACCOUNTS 2018 WANDISCO PLC

Financial statementsNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
For the year ended 31 December 2018

18. Other non-current assets

Due in more than a year

Other receivables

Accrued income

19. Trade and other receivables

See accounting policy in Note 31(n). The effect of initially applying IFRS 15 is described in Note 5.

Due within a year

Trade receivables

Other receivables

Accrued income

Corporation tax

Prepayments

2018
$’000

240

2,340

2,580

2018
$’000

1,810

1,059

2,654

1,304

572

2017
$’000

—

889

2017
$’000

2,115

466

2,350

527

511

Total trade and other receivables

7,399

5,969

Information about the Group’s exposure to credit and market risks, and impairment losses for trade receivables is included in Note 25(a)(ii).

20. Cash and cash equivalents

Bank balances

21. Equity

See accounting policy in Note 31(o).

(a) Share capital

Share capital

2018

$’000

2017

$’000

10,757

27,396

2018
Number

2018
$’000

2017
Number

2017
$’000

Allotted and fully paid – par value 10 pence

42,523,003

6,361

40,903,941

6,156

The ordinary share capital of WANdisco plc is designated in sterling.

WANDISCO PLC ANNUAL REPORT AND ACCOUNTS 2018

21. Equity continued

(b) Capital and reserves movements

Balance at 1 January 2017

Loss for the year

Foreign currency translation differences

Proceeds from share placing

Share options exercised

Equity-settled share-based payment

Share
capital
$’000

Share
premium
$’000

Translation
reserve
$’000

Merger
reserve
$’000

Retained
earnings
$’000

5,638

94,526

(8,284)

1,247

(89,344)

—

401

117

—

20,131

539

—

3,810

—

(13,515)

—

2,201

Balance at 31 December 2017

6,156

115,196

(4,474)

1,247

(100,658)

Adjustment on application of IFRS 15 (Note 5)

—

11,029

Adjusted balance at 1 January 2018

Loss for the year

Foreign currency translation differences

Share options exercised

Equity-settled share-based payment

6,156

115,196

(4,474)

1,247

(89,629)

—

205

—

713

—

(2,874)

—

(18,593)

—

5,857

Balance at 31 December 2018

6,361

115,909

(7,348)

1,247

(102,365)

During the year, 1,619,062 ordinary shares were issued because of employees exercising share options.

Following the year end on 14 February 2019 the Group announced the subscription of 2,489,499 new ordinary shares of 10 pence each in
the Company by existing shareholders at a price of 546 pence (a premium of 9.2% on the closing share price on 13 February 2019) raising
gross proceeds of approximately $17.5m.

(d) Nature and purpose of reserves

Translation reserve

The translation reserve comprises all foreign exchange differences arising from the translation of the financial statements of foreign operations.

Merger reserve

The acquisition by WANdisco plc of the entire share capital of WANdisco, Inc. in 2012 was accounted for as a reverse acquisition. Consequently,
the previously recognised book values and assets and liabilities were retained and the consolidated financial information for the period to
16 May 2012 has been presented as a continuation of the WANdisco business, which was previously wholly owned by the WANdisco, Inc. Group.

The share capital for the period covered by these consolidated financial statements and the comparative periods is stated at the nominal
value of the shares issued pursuant to the above share arrangement. The difference between the nominal value of these shares and the
nominal value of WANdisco, Inc. shares at the time of the acquisition has been transferred to the merger reserve.

ANNUAL REPORT AND ACCOUNTS 2018 WANDISCO PLC

Financial statementsNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
For the year ended 31 December 2018

22. Loans and borrowings

See accounting policy in Note 31(n).

Non-current liabilities

Unsecured bank loan

Finance lease liabilities

Current liabilities

Current portion of unsecured bank loan

Current portion of finance lease liabilities

Total loans and borrowings

2018

$’000

2017

$’000

—

3,889

101

3,990

3,111

199

3,310

889

984

4,088

4,294

Information about the Group’s exposure to interest rate, foreign currency and liquidity risks is included in Note 25.

(a) Terms and repayment schedule

The terms and conditions of outstanding loans are as follows:

31 December 2018

31 December 2017

Borrowing

Currency

Nominal interest rate

Year of
maturity

Face value
$’000

US dollars US prime rate + 1.5%

US dollars

12%

2021

2020

4,217

210

Unsecured bank loan

Finance lease liabilities

Total interest bearing

Carrying
amount
$’000

3,889

199

Face value
$’000

4,472

320

Carrying
amount
$’000

4,000

294

4,427

4,088

4,792

4,294

At 31 December 2018, the $3.9m of bank loan (2017: $4.0m) represents term debt drawn down with Silicon Valley Bank. The facility
comprises $3.9m (2017: $5.0m) term debt, with an interest-only period to 31 May 2018, followed by a three-year maturity at a floating
interest rate charged at 1.5% above the US prime rate. There is an additional $3.0m available through a revolving credit facility secured
by qualifying accounts receivable.

The unsecured bank loan contains a covenant stating that at the end of each quarter the Group’s EBITDA, defined in Note 6, should be within
a figure defined by the bank. The Group exceeded this figure in the fourth quarter of 2018. However, management obtained a waiver from
the bank on 29 March 2019. Accordingly, the loan was not repaid, but is disclosed in the Consolidated statement of financial position as
due within one year. The EBITDA covenants for Q1 and Q2 2019 have also been waived by the bank on 29 March 2019. New targets for
Q3 and Q4 2019 will be agreed with the bank in due course in line with the agreement.

(b) Finance lease liabilities

Finance lease liabilities are payable as follows:

Less than one year

Between one and five years

Future minimum
lease payments

2018
$’000

110

100

210

2017
$’000

110

210

320

Interest

2018
$’000

2017
$’000

Present value of
minimum lease payments

2018
$’000

101

199

2017
$’000

199

294

WANDISCO PLC ANNUAL REPORT AND ACCOUNTS 2018

22. Loans and borrowings continued

Balance at 1 January 2018

Proceeds from exercise of share options

Proceeds from loans and borrowings

Repayment of borrowings

Payment of finance lease liabilities

Total changes from financing cash flows

Balance at 31 December 2018

23. Deferred income

Finance
lease
liabilities
$’000

Bank
Share capital
loan and premium
$’000

$’000

294

4,000

121,352

—

(95)

—

918

1,000

(1,111)

—

(111)

918

199

3,889

122,270

The effect of initially applying IFRS 15 is described in Note 5. See accounting policy in Note 8.

Deferred income which falls due:

Within a year

In more than a year

Total deferred income

Deferred income represents contracted sales for which services to customers will be provided in future years.

24. Trade and other payables

Trade payables

Accrued expenses

25. Financial instruments – fair values and risk management

(a) Financial risk management

The Group has exposure to the following risks arising from financial instruments:

• credit risk (see (a)(ii));

• liquidity risk (see (a)(iii));

• market risk (see (a)(iv));

• currency risk (see (a)(v)); and

• interest rate risk (see (a)(vi)).

(i) Risk management framework

2018
$’000

3,041

1,277

2017
$’000

7,102

7,058

4,318

14,160

2018

$’000

1,330

3,530

2017

$’000

2,134

3,819

4,860

5,953

The Group’s risk management policies are established to identify and analyse risks faced by the Group, to set appropriate risk limits and
controls and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes
in market conditions and the Group’s activities.

The Group Audit Committee oversees how management monitors compliance with the Group’s risk management policies and
procedures and reviews the adequacy of the risk management framework in relation to the risks faced by the Group.

ANNUAL REPORT AND ACCOUNTS 2018 WANDISCO PLC

Financial statementsNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
For the year ended 31 December 2018

25. Financial instruments – fair values and risk management continued

(a) Financial risk management continued

(ii) Credit risk

Credit risk is the risk of financial loss to the Group if a customer fails to meet its contractual obligations and arises principally
from the Group’s receivables from customers.

Trade receivables

The carrying amounts of financial assets represent the maximum credit exposure and approximate to their fair value.

Ageing of trade receivables

Neither past due nor impaired

Past due but not impaired

Past due 1–30 days

Past due 31–90 days

Total not impaired trade receivables

2018

$’000

1,478

2017

$’000

394

255

1,704

1,810

2,115

The credit quality of customers is assessed by considering their financial position, experience and other factors.

All trade receivables are denominated in US dollars.

Cash and cash equivalents

The Group held cash and cash equivalents of $10.8m at 31 December 2018 (2017: $27.4m). The cash and cash equivalents are held
with banks which are rated P-1 for short-term obligations, based on Moody’s ratings.

(iii) Liquidity risk

Liquidity risk is the risk that the Group will encounter difficulty in meeting the obligations associated with its financial liabilities that are
settled by delivering cash or another financial asset. The Group’s approach to managing liquidity is to ensure, as far as possible, that it will
have enough liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable
losses or risking damage to the Group’s reputation.

Exposure to liquidity risk

The following are the remaining contractual maturities of financial liabilities at the reporting date. The amounts are gross and undiscounted
and include contractual interest payments.

At 31 December 2018

Non-derivative financial liabilities

Unsecured bank loan

Finance lease liabilities

Trade payables

Contractual cash flows

Carrying
amount
$’000

Total
$’000

Less than
12 months
$’000

1–2 years
$’000

2–5 years
$’000

3,889

199

4,860

4,217

210

4,860

1,884

110

4,860

1,769

100

–

564

–

8,948

9,287

6,854

1,869

564

The unsecured bank loan contractual cash flows are on the basis of the covenant waiver provided by the bank as disclosed in Note 22(a).

The interest payments on variable interest rate loans in the table above reflect market forward interest rates at the reporting date
and these amounts may change as market interest rates change.

On 14 February 2019 the Group announced the subscription of 2,489,499 new ordinary shares of 10 pence each in the Company
by existing shareholders at a price of 546 pence raising gross proceeds of $17.5 million.

WANDISCO PLC ANNUAL REPORT AND ACCOUNTS 2018

25. Financial instruments – fair values and risk management continued

(a) Financial risk management continued

(iv) Market risk

Market risk is the risk that changes in market prices – e.g. foreign exchange rates and interest rates – will affect the Group’s income or the
value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures
within acceptable parameters, whilst optimising the return.

The Group may be affected by general market trends, which are unrelated to the performance of the Group itself. The Group’s success
will depend on market acceptance of the Group’s products and there can be no guarantee that this acceptance will be forthcoming.
Market opportunities targeted by the Group may change and this could lead to an adverse effect upon its revenue and earnings.

(v) Currency risk

The Group is exposed to transactional foreign currency risk to the extent that there is a mismatch between the currencies in which sales,
purchases, receivables and borrowings are denominated and the respective functional currencies of Group companies. The functional
currencies of Group companies are primarily US dollars, sterling and Australian dollars.

The following table shows the denomination of the year-end cash and cash equivalents balance:

2018 cash and cash equivalents

2017 cash and cash equivalents

Sterling
$’000

185

10,622

Australian
dollar
$’000

US dollar
$’000

Total
$’000

10,554

10,757

16,714

27,396

Had the foreign exchange rate between the US dollar and sterling changed by 5%, this would have affected the loss for the year
and the net assets of the Group by $631,000 (2017: $573,000).

(vi) Interest rate risk

The Group is exposed to interest rate risk on its $3.9m debt drawing (2017: $4.0m), on which interest is charged at 1.5% above the US prime rate.

(vii) Capital management

The Group defines the capital that it manages as its total equity. The Group’s objectives when managing capital are to safeguard the
Group’s ability to continue as a going concern and support the growth of the business.

26. List of subsidiaries

See accounting policy in Note 31(a).

Set out below is a list of the subsidiaries of the Group:

Company name

Country of
incorporation

Proportion
of shares
held

Holding

Nature of business

WANdisco International Limited

UK Ordinary shares

100% Development and provision of global collaboration software

WANdisco, Inc.

OhmData, Inc.

AltoStor, Inc.

US Ordinary shares

100% Development and provision of global collaboration software

US Ordinary shares

100%

Dormant

WANdisco, Pty Ltd

Australia Ordinary shares

100% Development and provision of global collaboration software

WANdisco Software (Chengdu) Ltd

China Ordinary shares

100% Development and provision of global collaboration software

All of the above entities are included in the consolidated financial statements.

ANNUAL REPORT AND ACCOUNTS 2018 WANDISCO PLC

Financial statementsNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
For the year ended 31 December 2018

27. Operating leases

See accounting policy in Note 31(q).

The Group leases several office premises under operating leases. The leases typically run for a period of less than five years.

(a) Future minimum lease payments

At 31 December 2018, the future minimum lease payments under non-cancellable leases were payable as follows:

Land and buildings

Less than one year

Between one and five years

(b) Amounts recognised in profit or loss

Operating lease expense

28. Commitments and contingencies

At 31 December 2018 the Group had no capital commitments (31 December 2017: $nil).

The Group had no contingent liabilities at 31 December 2018 (31 December 2017: none).

29. Related parties

(a) Transactions with key management personnel

Key management personnel compensation comprised the following:

Short-term employee benefits

Equity-settled share-based payment

2018
$’000

612

1,869

2017
$’000

421

1,163

2,481

1,584

2018
$’000

493

2017
$’000

452

2018
$’000

4,314

4,573

2017
$’000

4,060

1,529

8,887

5,589

Further details on the remuneration, share options and pension entitlements of the Directors are included in the Director’s share options
and the Director’s remuneration tables included in the Remuneration Committee report on page 39, which form part of these audited
financial statements.

30. Subsequent events

On 14 February 2019 the Group announced the subscription of 2,489,499 new ordinary shares of 10 pence each in the Company by
existing shareholders at a price of 546 pence (a premium of 9.2% on the closing share price on 13 February 2019), raising gross proceeds
of $17.5m. This represents 5.85% of the entire existing share capital of WANdisco and the subscription shares will be issued under the
Company’s existing authorities. The proceeds will be used to support our relationships with strategic cloud partners and provide growth
working capital.

WANDISCO PLC ANNUAL REPORT AND ACCOUNTS 2018

31. Significant accounting policies

The Group has consistently applied the following accounting policies to all periods presented in these consolidated financial statements,
except if mentioned otherwise (see also Note 5).

(a) Basis of consolidation

(i) Business combinations

The Group accounts for business combinations using the acquisition method when control is transferred to the Group. The consideration
transferred in the acquisition is generally measured at fair value, as are the identifiable net assets acquired. Any goodwill that arises is tested
annually for impairment. Any gain on a bargain purchase is recognised in profit or loss immediately. Transaction costs are expensed as incurred,
except if related to the issue of debt or equity securities. Any contingent consideration is measured at fair value at the date of acquisition.

(ii) Subsidiaries

Subsidiaries are entities controlled by the Group. The Group “controls” an entity when it is exposed to, or has rights to, variable returns from its
involvement with the entity and has the ability to affect those returns through its power over the entity. The financial statements of subsidiaries
are included in the consolidated financial statements from the date on which control commences until the date on which control ceases.

(iii) Transactions eliminated on consolidation

Intra-group balances and transactions, and any unrealised income and expenses arising from intra-group transactions, are eliminated.

(b) Foreign currency

(i) Foreign currency transactions

Transactions in foreign currencies are translated into the respective functional currencies of Group companies at the exchange rates
at the dates of the transactions.

Monetary assets and liabilities denominated in foreign currencies are translated into the functional currency at the exchange rate at the
reporting date. Non-monetary assets and liabilities that are measured at fair value in foreign currency are translated into the functional
currency at the exchange rate when the fair value was determined. Non-monetary items that are measured based on historical cost in a
foreign currency are translated at the exchange rate at the date of the transaction. Foreign currency differences are generally recognised
in profit or loss and presented within finance costs.

(ii) Foreign operations

The assets and liabilities of foreign operations, including goodwill and fair value adjustments arising on acquisition, are translated into US dollars
at the exchange rates at the reporting date. The income and expenses of foreign operations are translated into US dollars at an average
rate for the year, where this approximates to the foreign exchange rates ruling at the dates the fair value was determined.

Foreign currency differences are recognised in Other comprehensive income (“OCI”) and accumulated in the translation reserve.

The preparation of financial information in conformity with adopted IFRS requires management to make judgements, estimates and assumptions
that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may
differ from these estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period
in which the estimates are revised and in any future periods affected.

(i) Accounting estimates

The preparation of financial statements in conformity with adopted IFRSs requires the use of estimates and assumptions that affect the
reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses
during the reporting year. Although these estimates are based on management’s best knowledge of the amount, events or actions,
actual results ultimately may differ from those estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. The estimates and associated assumptions are based
on historical experience and various other factors that are believed to be reasonable under the circumstances.

ANNUAL REPORT AND ACCOUNTS 2018 WANDISCO PLC

Financial statementsNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
For the year ended 31 December 2018

31. Significant accounting policies continued

(i) Accounting estimates continued

Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or
in the period of the revision and future periods if the revision affects both current and future periods. The Directors consider the following
to be the estimates applicable to the financial statements, which have a significant risk of resulting in a material adjustment to the carrying
amounts of assets and liabilities within the next financial year or in the long term:

Revenue

Key assumption: When allocating revenue between different performance obligations, the fair value of the various components is
required, which involves the use of estimates to establish the relative fair values. See Note 8.

(ii) Judgements

The Group applies judgement in how it applies its accounting policies, which do not involve estimation, but could materially affect the
numbers disclosed in these financial statements. The key accounting judgements, without estimation, that have been applied in these
financial statements are as follows:

Research and development

Capitalisation of development expenditure is completed only if development costs meet certain criteria. Full detail of the criteria is in Note 31(m)(i).

• Alternative accounting judgement that could have been applied – not capitalising development costs.

• Effect of that alternative accounting judgement – reduction of $5,099,000 of assets’ carrying value.

Revenue

An additional area of judgement is the recognition and deferral of revenue in the situation when different performance obligations are bundled.
For example, the carve-out of the term licence in a subscription arrangement from the maintenance and support element. When products
are bundled together for the purpose of sale, the associated revenue, net of all applicable discounts, is allocated between the constituent
parts of the bundle on a relative fair value basis. The Group has a systematic basis for allocating relative fair values in these situations.

• Alternative accounting judgement that could have been applied – alternative methodology to allocate the fair values.

• Effect of that alternative accounting judgement – change in revenue figure and deferred income by the same amount.

Deferred tax asset

The Group has unrecognised deferred tax assets where judgement has been applied around the amount to recognise. Further details
are included in Note 13(d).

• Alternative accounting judgement that could have been applied – Recognition of deferred tax asset.

• Effect of that alternative accounting judgement – Increase of $16,239,000 in assets.

(d) Revenue from contracts with customers

The Group has initially applied IFRS 15 from 1 January 2018; information about the Group’s accounting policies relating to contracts
with customers is provided in Note 8. The effect of initially applying IFRS 15 is described in Note 5.

(e) Segmental reporting

The Directors consider there to be one operating segment, being that of development and sale of licences for software and related maintenance.

The Group has adopted IFRS 8 “Operating Segments” from the date of transition to IFRS. IFRS 8 requires the Group to determine and present its
operating segments based on information which is provided internally to the Chief Operating Decision Maker (“CODM”). The CODM, who is
responsible for allocating resources and assessing the performance of the operating segment, has been identified as the Chief Executive Officer.

WANDISCO PLC ANNUAL REPORT AND ACCOUNTS 2018

31. Significant accounting policies continued

(f) Cost of sales

Cost of sales includes commissions earned by our salesforce on sales and direct costs relating to software supply.

(g) Employee benefits

(i) Short-term employee benefits

Short-term employee benefits are expensed as the related service is provided. A liability is recognised for the amount expected to be paid
if the Group has a present legal or constructive obligation to pay this amount because of past services provided by the employee and the
obligation can be estimated reliably.

(ii) Share-based payment arrangements

The grant date fair value of equity-settled share-based payment arrangements granted to employees is recognised as an expense, with a
corresponding increase in equity, over the vesting period of the awards. The amount recognised as an expense is adjusted to reflect the
number of awards for which the related service and non-market performance conditions are expected to be met, such that the amount
ultimately recognised is based on the number of awards that meet the related service and non-market-based performance conditions
at the vesting date. For share-based payment awards with non-vesting conditions, the grant date fair value of the share-based payment
is measured to reflect such conditions and there is no true-up for differences between expected and actual outcomes.

(iii) Defined contribution plans

Obligations for contributions to defined contribution plans are expensed as the related service is provided. Prepaid contributions
are recognised as an asset to the extent that a cash refund or a reduction in future payments is available.

(iv) Termination benefits

Termination benefits are expensed at the earlier of when the Group can no longer withdraw the offer of those benefits and when the
Group recognises costs for a restructuring. If benefits are not expected to be settled wholly within twelve months of the reporting date,
then they are discounted.

(h) Government grants

The Group recognises an unconditional government grant related to development costs as deferred income at fair value if there is
reasonable assurance that they will be received, and the Group will comply with the conditions associated with the grant; they are then
recognised in profit or loss as other income on a systematic basis over the useful life of the asset.

Grants that compensate the Group for expenses incurred are recognised in profit or loss on a systematic basis in the periods in which
the expenses are recognised.

(i) Exceptional items

Exceptional items comprise items of income and expense that are material in amount and that merit separate disclosure in order to provide
an understanding of the Group’s underlying financial performance.

(j) Finance income and finance costs

The Group’s finance income and finance costs include:

• interest income;

• interest expense; and

• the foreign currency gain or loss on financial assets and financial liabilities.

Interest income or expense is recognised using the effective interest method. The effective interest rate is the rate that exactly discounts
estimated future cash payments or receipts through the expected life of the financial instrument to:

• the gross carrying amount of the financial asset; or

• the amortised cost of the financial liability.

In calculating interest income and expense, the effective interest rate is applied to the gross carrying amount of the asset (when the asset
is not credit impaired) or to the amortised cost of the liability. However, for financial assets that have become credit impaired subsequent
to initial recognition, interest income is calculated by applying the effective interest rate to the amortised cost of the financial asset. If the
asset is no longer credit impaired, then the calculation of interest income reverts to the gross basis.

ANNUAL REPORT AND ACCOUNTS 2018 WANDISCO PLC

Financial statementsNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
For the year ended 31 December 2018

31. Significant accounting policies continued

(k) Income tax

Income tax comprises current and deferred tax. It is recognised in profit or loss except to the extent that it relates to a business
combination, or items recognised directly in equity or in OCI.

(i) Current tax

Current tax comprises the expected tax payable or receivable on the taxable income or loss for the year and any adjustments to the tax
payable or receivable in respect of previous years. The amount of current tax payable or receivable is the best estimate of the tax amount
expected to be paid or received that reflects uncertainty related to income taxes, if any. It is measured using tax rates enacted or
substantively enacted at the reporting date.

Current tax assets and liabilities are offset only if certain criteria are met.

(ii) Deferred tax

Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities for financial
reporting purposes and the amounts used for taxation purposes.

Deferred tax is not recognised for:

• temporary differences on the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects

neither accounting nor taxable profit or loss;

• temporary differences related to investments in subsidiaries, associates and joint arrangements to the extent that the Group is able to

control the timing of the reversal of the temporary differences and it is probable that they will not reverse in the foreseeable future; and

• taxable temporary differences arising on the initial recognition of goodwill.

Deferred tax assets are recognised for unused tax losses, unused tax credits and deductible temporary differences to the extent that it is
probable that future taxable profits will be available against which they can be used. Future taxable profits are determined based on the
reversal of relevant taxable temporary differences. If the amount of taxable temporary differences is insufficient to recognise a deferred tax
asset in full, then future taxable profits, adjusted for reversals of existing temporary differences, are considered, based on business plans for
individual subsidiaries in the Group. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer
probable that the related tax benefit will be realised; such reductions are reversed when the probability of future taxable profits improves.

Unrecognised deferred tax assets are reassessed at each reporting date and recognised to the extent that it has become probable that
future taxable profits will be available against which they can be used.

Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, using tax rates
enacted or substantively enacted at the reporting date.

The measurement of deferred tax reflects the tax consequences that would follow from the manner in which the Group expects,
at the reporting date, to recover or settle the carrying amount of its assets and liabilities.

Deferred tax assets and liabilities are offset only if certain criteria are met.

(l) Property, plant and equipment

(i) Recognition and measurement

Items of property, plant and equipment are measured at cost, which includes capitalised borrowing costs, less accumulated depreciation
and any accumulated impairment losses. The cost of property, plant and equipment at 1 January 2009, the Group’s date of transition to
IFRS, was determined by reference to its carrying value under UK and US Generally Accepted Accounting Principles.

If significant parts of an item of property, plant and equipment have different useful lives, then they are accounted for as separate items
(major components) of property, plant and equipment.

Any gain or loss on disposal of an item of property, plant and equipment is recognised in profit or loss.

WANDISCO PLC ANNUAL REPORT AND ACCOUNTS 2018

31. Significant accounting policies continued

(l) Property, plant and equipment continued

(ii) Depreciation

Depreciation is calculated to write off the cost of items of property, plant and equipment less their estimated residual values using the
straight-line method over their estimated useful lives and is generally recognised in profit or loss. Leased assets are depreciated over the
shorter of the lease term and their useful lives unless it is reasonably certain that the Group will obtain ownership by the end of the lease term.

The estimated useful lives of property, plant and equipment for current and comparative periods are as follows:

• Computer equipment

Three years

• Fixtures and fittings

Three years

• Leasehold improvements Three years

Depreciation methods, useful lives and residual values are reviewed at each reporting date and adjusted if appropriate.

(m) Intangible assets and goodwill

(i) Recognition and measurement

Goodwill

Goodwill arising on the acquisition of subsidiaries is measured at cost less accumulated impairment losses.

Other intangible assets
(including computer software)

Other intangible assets, including those acquired on acquisition of subsidiaries, have finite useful lives
and are measured at cost less accumulated amortisation and any accumulated impairment losses.

Research and development

Expenditure on research activities is recognised in profit or loss as incurred.

Development activities relate to software development and involve a plan or design for the production of
new or substantially improved products and processes. Development expenditure is capitalised only if:

• development costs can be measured reliably;

• the product or process is technically and commercially feasible;

• future economic benefits are probable; and

• the Group intends to, and has sufficient resources to, complete development and to use or sell the asset.

The expenditure capitalised includes direct labour and overhead costs that are directly attributable
to preparing the asset for its intended use.

Otherwise, development costs are recognised in profit or loss as incurred.

Subsequent to initial recognition, development expenditure is measured at cost less accumulated
amortisation and any accumulated impairment losses.

(ii) Amortisation

Amortisation is calculated to write off the cost of intangible assets less their estimated residual values using the straight-line method over
their estimated useful lives and is generally recognised in profit or loss. Goodwill is not amortised.

The estimated useful lives for current and comparative periods are as follows:

• Other intangible assets

Two years

• Development costs

Two years

• Computer software

Over the life of the software licence

Amortisation methods, useful lives and residual values are reviewed at each reporting date and adjusted if appropriate.

ANNUAL REPORT AND ACCOUNTS 2018 WANDISCO PLC

Financial statementsNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
For the year ended 31 December 2018

31. Significant accounting policies continued

(n) Financial instruments

(i) Recognition and initial measurement

Trade receivables are initially recognised when they are originated. All other financial assets and liabilities are initially recognised when
the Group becomes a party to the contractual provisions of the instrument.

A financial asset (unless it is a trade receivable without a significant financing component) or financial liability is initially measured at fair
value plus, for an item not at fair value through profit or loss (“FVTPL”), transaction costs that are directly attributable to its acquisition
or issue. A trade receivable without a significant financing component is initially measured at the transaction price.

(ii) Classification and subsequent measurement

Financial assets – policy applicable from 1 January 2018

On initial recognition, a financial asset is classified as measured at amortised cost.

Financial assets are not reclassified after their initial recognition unless the Group changes its business model for managing financial
assets, in which case all affected financial assets are reclassified on the first day of the first reporting period following the change
in the business model.

A financial asset is measured at amortised cost if it meets both of the following conditions and is not designated as at FVTPL:

• it is held within a business model whose objective is to hold assets to collect contractual cash flows; and

• its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal

amount outstanding.

Financial assets – business model assessment: policy applicable from 1 January 2018

The Group assesses the objective of the business model in which a financial asset is held at a portfolio level because this best reflects
the way the business is managed, and information is provided to management.

Financial assets – assessment whether contractual cash flows are solely payments of principal and interest:
policy applicable from 1 January 2018

For the purpose of this assessment, “principal” is defined as the fair value of the financial asset on initial recognition. “Interest” is defined
as consideration for the time value of money and for the credit risk associated with the principal amount outstanding during a particular
period of time and for other basic lending risks and costs (e.g. liquidity risk and administrative costs), as well as a profit margin.

In assessing whether the contractual cash flows are solely payments of principal and interest, the Group considers the contractual terms
of the instrument. This includes assessing whether the financial asset contains a contractual term that could change in timing or amount
of contractual cash flows such that it would not meet this condition. In making this assessment, the Group considers:

• contingent events that would change the amount or timing of cash flows;

• terms that may adjust the contractual coupon rate, including variable rate features;

• prepayment and extension features; and

• terms that limit the Group’s claim to cash flows from specified assets (e.g. non-recourse features).

A prepayment feature is consistent with the sole payments of principal and interest criterion if the prepayment amount substantially represents
unpaid amounts of principal and interest on the principal amount outstanding, which may include reasonable additional compensation for early
termination of the contract. Additionally, for a financial asset acquired at a discount or premium to its contractual par amount, a feature
that permits or requires prepayment at an amount that substantially represents the contractual par amount plus accrued (but unpaid)
contractual interest (which may also include reasonable additional compensation for early termination) is treated as consistent with this
criterion if the fair value of the prepayment feature is insignificant at initial recognition.

Financial assets – subsequent measurement and gains and losses: policy applicable from 1 January 2018

Financial assets at FVTPL

These assets are subsequently measured at fair value. Net gains and losses, including
any interest, are recognised in profit or loss.

Financial assets at amortised cost

These assets are subsequently measured at amortised cost using the effective interest
method. The amortised cost is reduced by impairment losses. Interest income, foreign
exchange gains and losses and impairment are recognised in profit or loss.

WANDISCO PLC ANNUAL REPORT AND ACCOUNTS 2018

31. Significant accounting policies continued

(n) Financial instruments continued

(ii) Classification and subsequent measurement continued

Financial liabilities – classification, subsequent measurement and gains and losses

Financial liabilities are classified as measured at amortised cost or FVTPL. A financial liability is classified as at FVTPL if it is classified as
held for trading, is a derivative or is designated as such on initial recognition. Financial liabilities at FVTPL are measured at fair value and
net gains and losses, including any interest expense, are recorded in profit or loss. Other financial liabilities are subsequently measured at
amortised cost using the effective interest method. Interest expense and foreign exchange gains and losses are measured in profit or loss.
Any gain or loss on derecognition is also recognised in profit or loss.

(iii) Derecognition

Financial assets

The Group derecognises a financial asset when the contractual rights to the cash flows from the financial asset expire, or it transfers the
rights to receive the contractual cash flows in a transaction in which substantially all of the risk and rewards of ownership of the financial
asset are transferred or in which the Group neither transfers nor retains substantially all of the risks and rewards of ownership and it does
not retain control of the financial asset.

The Group enters into transactions whereby it transfers assets recognised in its statement of financial position but retains either all
or substantially all of the risks and rewards of the transferred assets. In these cases, the transferred assets are not derecognised.

Financial liabilities

The Group derecognises a financial liability when its contractual obligations are discharged or cancelled or expire. The Group also derecognises
a financial liability when its terms are modified, and the cash flows of the modified liability are substantially different, in which case a new
financial liability based on the modified terms is recognised at fair value.

On derecognition of a financial liability, the difference between the carrying amount extinguished and the consideration paid (including
any non-cash assets are transferred or liabilities assumed) is recognised in profit or loss.

(iv) Offsetting

Financial assets and financial liabilities are offset and the net amount presented in the statement of financial position when, and only
when, the Group has a legally enforceable right to set off the amounts and it intends either to settle them on a net basis to realise the
asset and settle the liability simultaneously.

(o) Share capital

Incremental costs directly attributable to the issue of ordinary shares are recognised as a deduction from equity. Income tax relating
to transaction costs of an equity transaction is accounted for in accordance with IAS 12.

(p) Impairment

(i) Non-derivative financial assets: policy applicable from 1 January 2018

Financial instruments and contract assets

The Group recognises loss allowances for estimate credit losses (“ECL”) on:

• financial assets measured at amortised cost; and

• contract assets.

The Group measures loss allowances at an amount equal to lifetime ECLs.

Loss allowances for trade receivables and contract assets are always measured at an amount equal to lifetime ECLs.

When determining whether the credit risk of a financial asset has increased significantly since initial recognition and when estimating
ECLs, the Group considers reasonable and supportable information that is relevant and available without undue cost or effort. This
includes both quantitative and qualitative information and analysis, based on the Group’s historical experience and informed credit
assessment and including forward-looking information.

Measurement of ECLs

ECLs are a probability-weighted estimate of credit losses. Credit losses are measured as the present value of all cash shortfalls (i.e. the
difference between cash flows due to the entity in accordance with the contract and the cash flows that the Group expects to receive).

ECLs are discounted at the effective interest rate of the financial asset.

ANNUAL REPORT AND ACCOUNTS 2018 WANDISCO PLC

Financial statementsNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
For the year ended 31 December 2018

31. Significant accounting policies continued

(p) Impairment continued

(i) Non-derivative financial assets: policy applicable from 1 January 2018 continued

Credit-impaired financial assets

At each reporting date, the Group assesses whether financial assets carried at amortised cost are credit impaired. A financial asset is “credit
impaired” when one or more events that have a detrimental impact on the estimated future cash flows of the financial asset have occurred.

Evidence that a financial asset is credit impaired includes the following observable data:

• significant financial difficulty of the customer;

• a breach of contract, such as a default; or

• it is probable that the customer will enter bankruptcy or other financial reorganisation.

Presentation of allowance for ECL in the statement of financial position

Loss allowances for financial assets measured at amortised cost are deducted from the gross carrying amount of the assets.

The gross carrying amount of a financial asset is written off when the Group has no reasonable expectations of recovering a financial
asset in its entirety or a portion thereof. The Group individually makes an assessment with respect to the timing and amount of write-off
based on whether there is a reasonable expectation of recovery. The Group expects no significant recovery from the amount written off.

Policy applicable before 1 January 2018

Non-derivative financial assets

Financial assets not classified as at FVTPL were assessed at each reporting date to determine whether there was objective evidence of impairment.

Objective evidence that financial assets were impaired included:

• default or delinquency by a debtor;

• indications that a debtor would enter bankruptcy; and

• adverse changes in the payment status of a debtor.

All individual assets were individually assessed for impairment. An impairment loss was calculated as the difference between an asset’s carrying
amount and the present value of the estimated future cash flows discounted at an asset’s original effective interest rate. Losses were recognised
in profit or loss and reflected in an allowance account. When the Group considered that there were no realistic prospects of recovery of the
asset, the relevant amounts were written off. If the amount of impairment loss subsequently decreased and the decrease was related objectively
to an event occurring after the impairment was recognised, then the previously recognised impairment loss was reversed through profit or loss.

(ii) Non-financial assets

At each reporting date, the Group reviews the carrying amounts of its non-financial assets (other than deferred tax assets) to determine
whether there is any indication of impairment. If any such indication exists, then the asset’s recoverable amount is estimated. Goodwill
is tested annually for impairment.

For impairment testing, assets are grouped together into the smallest group of assets that generates cash inflows from continuing use
that is largely independent of the cash inflows of other assets or CGUs. Goodwill arising from a business combination is allocated to
CGUs or groups of CGUs that are expected to benefit from the synergies of the combination.

The recoverable amount of an asset or CGU is the greater of its value in use and its fair value less costs to sell. Value in use is based on
the estimated future cash flows, discounted to their present value using a pre-tax discount rate that reflects current market assessments
of the time value of money and the risks specific to the asset or CGU.

An impairment loss is recognised if the carrying amount of an asset or CGU exceeds its recoverable amount.

Impairment losses are recognised in profit or loss. They are allocated first to reduce the carrying amount of any goodwill allocated to the
CGU, and then to reduce the carrying amount of the other assets in the CGU on a pro rata basis.

An impairment loss in respect of goodwill is not reversed. For other assets, an impairment loss is reversed only to the extent that the
asset’s carrying amount does not exceed the carrying amount that would have determined, net of depreciation or amortisation, if no
impairment had been recognised.

WANDISCO PLC ANNUAL REPORT AND ACCOUNTS 2018

31. Significant accounting policies continued

(q) Leases

(i) Determining whether an arrangement contains a lease

At inception of an arrangement, the Group determines whether the arrangement is or contains a lease.

At inception or on reassessment of an arrangement that contains a lease, the Group separates payments and other consideration required
by the arrangement into those for the lease and those for other elements based on their relative fair values. If the Group concludes for a
finance lease that it is impracticable to separate the payments reliably, then an asset and liability are recognised at an amount equal to the
fair value of the underlying asset; subsequently, the liability is reduced as payments are made and an imputed finance cost on the liability
is recognised using the Group’s incremental borrowing rate.

(ii) Leased assets

Leases of property, plant and equipment that transfer to the Group substantially all of the risks and rewards of ownership are classified as finance
leases. The leased assets are measured initially at an amount equal to the lower of their fair value and the present value of the minimum lease
payments. Subsequent to initial recognition, the assets are accounted for in accordance with the accounting policy applicable to that asset.

Assets held under other leases are classified as operating leases and are not recognised in the Group’s statement of financial position.

(iii) Lease payments

Payments made under operating leases are recognised in profit or loss on a straight-line basis over the term of the lease. Lease incentives
received are recognised as an integral part of the total lease expense, over the term of the lease.

Minimum lease payments made under finance leases are apportioned between the finance expense and the reduction of the outstanding
liability. The finance expense is allocated to each period during the lease term so as to produce a constant periodic rate of interest on the
remaining balance of the liability.

(r) Operating loss

Operating loss is the result generated from the continuing principal revenue-producing activities of the Group as well as other income
and expenses related to operating activities. Operating loss excludes net finance costs and income taxes.

(s) Fair value measurement

“Fair value” is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market
participants at the measurement date in the principal or, in its absence, the most advantageous market to which the Group has access at that
date. The fair value of a liability reflects its non-performance risk.

A number of the Group’s accounting policies and disclosures require the measurement of fair values, for both financial and non-financial
assets and liabilities (see Note 25).

When one is available, the Group measures the fair value of an instrument using the quoted price in an active market for that instrument.
A market is regarded as “active” if transactions for the asset or liability take place with sufficient frequency and volume to provide pricing
information on an ongoing basis.

If there is no quoted price in an active market, then the Group uses valuation techniques that maximise the use of relevant observable inputs
and minimise the use of unobservable inputs. The chosen valuation technique incorporates all of the factors that market participants would
take into account in pricing a transaction.

If an asset or a liability measured at fair value has a bid price and an ask price, then the Group measures assets and long positions at a bid
price and liabilities and short positions at an ask price.

The best evidence of the fair value of a financial instrument on initial recognition is normally the transaction price – i.e. the fair value of
the consideration given or received. If the Group determines that the fair value on initial recognition differs from the transaction price and
the fair value is evidenced neither by a quoted price in an active market for an identical asset or liability nor based on a valuation technique
for which any unobservable inputs are judged to be insignificant in relation to the measurement, then the financial instrument is initially
measured at fair value, adjusted to defer the difference between the fair value on initial recognition and the transaction price. Subsequently,
that difference is recognised in profit or loss on an appropriate basis over the life of the instrument but no later than when the valuation is
wholly supported by observable market data or the transaction is closed out.

ANNUAL REPORT AND ACCOUNTS 2018 WANDISCO PLC

Financial statementsNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
For the year ended 31 December 2018

32. Standards issued but not yet effective

Several new standards are effective for annual periods beginning after 1 January 2019 and earlier application is permitted; however,
the Group has not early adopted the new or amended standards in preparing these consolidated financial statements.

Of those standards that are not yet effective, IFRS 16 "Leases" is expected to have a material impact on the Group’s financial statements
in the period of initial application.

(a) IFRS 16 “Leases”

The Group is required to adopt IFRS 16 “Leases” from 1 January 2019. The Group has assessed the estimated impact that initial
application of IFRS 16 will have on its consolidated financial statements, as described below. The actual impacts of adopting the standard
on 1 January 2019 may change as the new accounting policies are subject to change until the Group presents its first financial statements
that include the date of initial application.

IFRS 16 introduces a single, on-balance sheet lease accounting model for lessees. A lessee recognises a right-of-use asset representing its
right to use the underlying asset and a lease liability representing its obligation to make lease payments. There are recognition exemptions
for short-term leases and leases of low-value items.

IFRS 16 replaces existing lease guidance, including IAS 17 “Leases”, IFRIC 4 “Determining Whether an Arrangement Contains a Lease”,
SIC-15 “Operating Leases – Incentives” and SIC-27 “Evaluating the Substance of Transactions Involving the Legal Form of a Lease”.

(i) Impact on application

The Group will recognise new assets and liabilities for its operating leases of office premises (see Note 27). The nature of expenses related to those
leases will now change because the Group will recognise a depreciation charge for right-of-use assets and interest expense on lease liabilities.

Previously, the Group recognised operating lease expense on a straight-line basis over the term of the lease, and recognised assets
and liabilities only to the extent that there was a timing difference between actual lease payments and the expense recognised.

No significant impact is expected for the Group’s finance leases.

Based on the information currently available, the Group estimates that it will recognise additional lease liabilities of approximately $2.0m
as at 1 January 2019.

(ii) Transition

The Group plans to apply IFRS 16 initially on 1 January 2019, using the modified retrospective approach. Therefore, the cumulative
effect of adopting IFRS 16 will be recognised as an adjustment to the opening balance of retained earnings at 1 January 2019, with no
restatement of comparative information.

(b) Other standards

The following amended standards and interpretations are not expected to have a significant impact on the Group’s consolidated
financial statements:

• IFRIC 23, “Uncertainty over Income Tax Treatments” (effective date 1 January 2019);

• Prepayment Features with Negative Compensation (Amendments to IFRS 9) (effective date 1 January 2019);

• Long-term Interests in Associates and Joint Ventures (Amendments to IAS 28) (effective date 1 January 2019);

• Plan Amendment, Curtailment or Settlement (Amendments to IAS 19) (effective date 1 January 2019);

• Annual Improvements to IFRS Standards 2015-2017 Cycle – various standards (effective date 1 January 2019);

• Amendments to References to the Conceptual Framework in IFRS Standards (effective date 1 January 2020);

• IFRS 17 “Insurance Contracts” (effective date 1 January 2021).

WANDISCO PLC ANNUAL REPORT AND ACCOUNTS 2018

FIVE-YEAR RECORD

31 December

New sales bookings

New sales bookings growth

Revenue

Revenue growth

Deferred revenue

Deferred revenue growth

Cash

Operating loss

Amortisation of intangible assets

Depreciation of property, plant and equipment

Acquisition-related items

Exceptional items

EBITDA before exceptional items

Add back equity-settled share-based payment

Adjusted EBITDA before exceptional items

Development expenditure capitalised

2014
$’000

17,360

18%

2015
$’000

9,012

(48%)

2016
$’000

2017
$’000

2018
$’000

15,493

22,517

16,181

72%

45%

(28%)

11,218

10,994

11,379

19,637

17,019

40%

(2%)

73%

(13%)

11,264

33%

9,757

(13%)

12,492

14,160

28%

13%

4,318

(70%)

2,481

2,555

7,558

27,396

10,757

(39,917)

(30,529)

(17,923)

(9,695)

(22,117)

8,283

9,600

8,466

267

145

1,441

270

—

614

174

—

6,699

215

—

6,475

388

—

(29,781)

(20,045)

(9,251)

(2,781)

(15,254)

11,907

4,057

1,787

2,201

5,857

(17,874)

(15,988)

(9,040)

(8,369)

(7,464)

(5,860)

(580)

(6,303)

(9,397)

(4,910)

Adjusted EBITDA before exceptional items including development expenditure

(26,914)

(24,357)

(13,324)

(6,883)

(14,307)

Note: The 2018 figures include the adoption of IFRS 15 “Revenue from Contracts with Customers” and the prior years have not been restated and are
prepared on an IAS 18 basis.

ANNUAL REPORT AND ACCOUNTS 2018 WANDISCO PLC

Financial statementsNOTICE OF ANNUAL GENERAL MEETING

Notice is given that the seventh Annual General Meeting of
WANdisco plc (“the Company”) will be held at the Company’s offices,
Electric Works, 3 Concourse Way, Sheffield Digital Campus, Sheffield
S1 2BJ on 22 May 2019 at 10am for the following purposes:

entitlements, legal or practical problems under the law
of any territory or the regulations or requirements of any
relevant regulatory authority or stock exchange in any
territory; and

To consider and, if thought fit, to pass the following resolutions
as ordinary resolutions:

That the Company’s financial statements for the year ended
31 December 2018, the Strategic report and the reports of the
Directors and auditor thereon be received and considered.

2. That Bob Corey be elected as a Director of the Company.

3. That Grant Dollens be re-elected as a Director of the Company.

4. That Erik Miller be re-elected as a Director of the Company.

5. That KPMG LLP be re-appointed as auditor of the Company.

6. That the Directors be authorised to determine the remuneration

of the auditor.

That, in substitution for all existing authorities but without
prejudice to any allotment, offer or agreement already made
pursuant thereto, the Directors be and are hereby generally
and unconditionally authorised pursuant to Article 2.3 of the
Company’s Articles of Association (“the Articles”) to exercise all
powers of the Company to allot, grant options over or otherwise
dispose of relevant securities (as that term is defined in the
Articles) in respect of up to an aggregate nominal amount of
£1,501,250, provided that (unless previously revoked, varied
or renewed) this authority shall expire on the earlier of the date
which is 15 months after the date the resolution was passed
and the conclusion of the next Annual General Meeting of the
Company, save that the Company may before such expiry make
an offer or agreement which would or might require relevant
securities to be allotted after such expiry and the Directors may
allot equity securities in pursuance of such an offer or agreement
as if the power had not expired.

8. That, pursuant to Article 58A(1)(b) of the Companies (Jersey)

Law 1991 (“the Law”) and Article 13 of the Articles, an ordinary
share purchased pursuant to resolution 10 below may be held
by the Company as treasury shares in accordance with Articles
58A and 58B of the Law.

To consider and, if thought fit, to pass the following resolutions
as special resolutions:

9. That, subject to the passing of resolution 7 and pursuant to
Article 2.10 of the Articles, the Directors be and are hereby
generally empowered to allot, grant options over or otherwise
dispose of equity securities (within the meaning of the Articles)
wholly for cash, pursuant to the general authority described in
resolution 7 above, as if pre-emption rights did not apply to any
such allotment, such power being limited to:

9.1 the allotment of equity securities in connection with a rights
issue, open offer or pre-emptive offer to holders on the
register of the ordinary shares in the capital of the Company
(“ordinary shares”) on a date fixed by the Directors where
the equity securities respectively attributable to the interests
of all those shareholders are proportionate (as nearly as
practicable) to their respective holdings on that date subject
to any exclusions or other arrangements as the Directors
may consider necessary or expedient in relation to fractional

WANDISCO PLC ANNUAL REPORT AND ACCOUNTS 2018

9.2 the allotment (other than pursuant to resolution 9.1 above)
wholly for cash of ordinary shares up to an aggregate
nominal amount of £450,375,

provided that (unless previously revoked, varied or renewed),
such authorities shall expire on the earlier of the date which is
15 months after the date the resolution was passed and the
conclusion of the next Annual General Meeting of the Company,
save that the Company may before such expiry make an offer
or agreement which would or might require equity securities to
be allotted after such expiry and the Directors may allot equity
securities in pursuance of such an offer or agreement as if the
power had not expired.

10. That the Directors be and are hereby authorised pursuant to

Article 13 of the Articles and Article 57 of the Law as amended
to make market purchases of ordinary shares, subject to the
following conditions:

10.1 the maximum number of ordinary shares authorised to be
purchased may not be more than 15% of the issued share
capital of the Company as at the date of this notice;

10.2 the minimum price (exclusive of expenses) which may

be paid for an ordinary share is £0.001; and

10.3 the maximum price (exclusive of expenses) which may

be paid for an ordinary share shall not exceed:

10.3.1 an amount equal to 105% of the average middle

market quotation for ordinary shares taken from the
London Stock Exchange plc Daily Official List for the
five business days immediately preceding the date
on which such shares are to be contracted to
be purchased; and

10.3.2 the higher of the price of the last independent trade
and the highest current independent bid on the
London Stock Exchange plc Daily Official List
at the time,

such authority to expire on the earlier of the date which is 15
months after the date the resolution was passed and the conclusion
of the next Annual General Meeting of the Company, unless
such authority is varied, revoked or renewed prior to such date.

By order of the Board

LARRY WEBSTER
COMPANY SECRETARY
23 APRIL 2019

Registered in Jersey under the Companies (Jersey) Law 1991
with company number 110497.

Registered office

47 Esplanade
St. Helier
Jersey
JE1 0BD

Notes

The following notes explain your general rights as a shareholder
and your right to attend and vote at this Meeting or to appoint
someone else to vote on your behalf.

To be entitled to attend and vote at the Meeting (and for the
purpose of the determination by the Company of the number
of votes they may cast), shareholders must be registered in the
Register of Members of the Company at close of trading on 20
May 2019. Changes to the Register of Members after the relevant
deadline shall be disregarded in determining the rights of any
person to attend and vote at the Meeting.

2. Shareholders, or their proxies, intending to attend the Meeting
in person are requested, if possible, to arrive at the Meeting
venue at least 20 minutes prior to the commencement of
the Meeting at 10am (UK time) on 22 May 2019 so that their
shareholding may be checked against the Company’s Register
of Members and attendances recorded.

3. Shareholders are entitled to appoint another person as a proxy
to exercise all or part of their rights to attend and to speak and
vote on their behalf at the Meeting. A shareholder may appoint
more than one proxy in relation to the Meeting provided that each
proxy is appointed to exercise the rights attached to a different
ordinary share or ordinary shares held by that shareholder.
A proxy need not be a shareholder of the Company.

4. In the case of joint holders, where more than one of the joint
holders purports to appoint a proxy, only the appointment
submitted by the most senior holder will be accepted. Seniority
is determined by the order in which the names of the joint holders
appear in the Company’s Register of Members in respect of the
joint holding (the first named being the most senior).

5. A vote withheld is not a vote in law, which means that the vote

will not be counted in the calculation of votes for or against the
resolution. If no voting indication is given, your proxy will vote
or abstain from voting at his or her discretion. Your proxy will
vote (or abstain from voting) as he or she thinks fit in relation
to any other matter which is put before the Meeting.

6. You can vote either:

• by logging on to www.signalshares.com and following

the instructions;

• you may request a hard-copy form of proxy directly from the
registrars, Link Asset Services (previously called Capita), on
Tel: 0871 664 0300. Calls cost 12 pence per minute plus your
phone company’s access charge. Calls outside the United
Kingdom will be charged at the applicable international rate.
Lines are open between 9am and 5.30pm, Monday to Friday
excluding public holidays in England and Wales; or

• in the case of CREST members, by utilising the CREST

electronic proxy appointment service in accordance with the
procedures set out below.

In order for a proxy appointment to be valid a form of proxy
must be completed. In each case the form of proxy must be
received by Link Asset Services at 34 Beckenham Road,
Beckenham, Kent BR3 4TU by 10am on 20 May 2019.

If you return more than one proxy appointment, either by paper
or electronic communication, the appointment received last by
the registrars before the latest time for the receipt of proxies will
take precedence. You are advised to read the terms and conditions
of use carefully. Electronic communication facilities are open to all
shareholders and those who use them will not be disadvantaged.

8. The return of a completed form of proxy, electronic filing or any
CREST Proxy Instruction (as described in Note 11 below) will not
prevent a shareholder from attending the Meeting and voting
in person if he/she wishes to do so.

9. CREST members who wish to appoint a proxy or proxies

through the CREST electronic proxy appointment service may
do so for the Meeting (and any adjournment of the Meeting) by
using the procedures described in the CREST Manual (available
from www.euroclear.com/site/public/EUI). CREST personal
members or other CREST sponsored members, and those
CREST members who have appointed a service provider(s),
should refer to their CREST sponsor or voting service provider(s),
who will be able to take the appropriate action on their behalf.

10. In order for a proxy appointment or instruction made by means
of CREST to be valid, the appropriate CREST message ("a CREST
Proxy Instruction") must be properly authenticated in accordance
with Euroclear UK & Ireland Limited’s specifications and must
contain the information required for such instructions, as described
in the CREST Manual. The message must be transmitted so
as to be received by the issuer’s agent (ID RA10) by 10am on
20 May 2019. For this purpose, the time of receipt will be taken
to mean the time (as determined by the timestamp applied to
the message by the CREST application host) from which the
issuer’s agent is able to retrieve the message by enquiry to CREST
in the manner prescribed by CREST. After this time, any change
of instructions to proxies appointed through CREST should be
communicated to the appointee through other means.

11. CREST members and, where applicable, their CREST

sponsors or voting service providers should note that Euroclear
UK & Ireland Limited does not make available special procedures
in CREST for any particular message. Normal system timings
and limitations will, therefore, apply in relation to the input of
CREST Proxy Instructions. It is the responsibility of the CREST
member concerned to take (or, if the CREST member is a CREST
personal member, or sponsored member, or has appointed a
voting service provider(s), to procure that his CREST sponsor
or voting service provider(s) take(s)) such action as shall be
necessary to ensure that a message is transmitted by means
of the CREST system by any particular time. In this connection,
CREST members and, where applicable, their CREST sponsors
or voting system providers are referred, in particular, to those
sections of the CREST Manual concerning practical limitations
of the CREST system and timings. The Company may treat as
invalid a CREST Proxy Instruction in the circumstances set out
in Regulation 35(5)(a) of the Uncertificated Securities
Regulations 2001.

ANNUAL REPORT AND ACCOUNTS 2018 WANDISCO PLC

Financial statements
NOTICE OF ANNUAL GENERAL MEETING CONTINUED

Notes continued

15. Any shareholder attending the Meeting has the right to ask

12. Any corporation which is a shareholder can appoint one or

more corporate representatives who may exercise on its behalf
all of its powers as a shareholder provided that no more than
one corporate representative exercises powers in relation to
the same shares.

13. As at 16 April 2019 (being the latest practicable business day

prior to the publication of this Notice), the Company’s ordinary
issued share capital consists of 45,037,502 ordinary shares,
carrying one vote each. Therefore, the total voting rights in the
Company as at 16 April 2019 are 45,037,502.

14. Under section 527 of the Companies Act 2006, shareholders

meeting the threshold requirements set out in that section have
the right to require the Company to publish on a website a
statement setting out any matter relating to: (i) the audit of the
Company’s financial statements (including the Auditor’s report
and the conduct of the audit) that are to be laid before the Meeting;
or (ii) any circumstances connected with an auditor of the
Company ceasing to hold office since the previous meeting
at which annual financial statements and reports were laid in
accordance with section 437 of the Companies Act 2006 (in
each case) that the shareholders propose to raise at the relevant
meeting. The Company may not require the shareholders
requesting any such website publication to pay its expenses
in complying with sections 527 or 528 of the Companies Act
2006. Where the Company is required to place a statement
on a website under section 527 of the Companies Act 2006, it
must forward the statement to the Company’s auditor not later
than the time when it makes the statement available on the
website. The business which may be dealt with at the Meeting
for the relevant financial year includes any statement that the
Company has been required under section 527 of the
Companies Act 2006 to publish on a website.

questions. The Company must cause to be answered any such
question relating to the business being dealt with at the Meeting
but no such answer need be given if: (a) to do so would interfere
unduly with the preparation for the Meeting or involve the
disclosure of confidential information; (b) the answer has
already been given on a website in the form of an answer
to a question; or (c) it is undesirable in the interests of the
Company or the good order of the Meeting that the question
be answered.

16. The following documents are available for inspection during

normal business hours at the registered office of the Company
on any business day from the date of this Notice until the time
of the Meeting and may also be inspected at the Meeting
venue, as specified in this Notice, from 9.45am on the day
of the Meeting until the conclusion of the Meeting:

• copies of the Directors’ letters of appointment

or service contracts.

17. You may not use any electronic address (within the meaning of
section 333(4) of the Companies Act 2006) provided in either
this Notice or any related documents (including the form of
proxy) to communicate with the Company for any purposes
other than those expressly stated.

A copy of this Notice, and other information required by section 311A
of the Companies Act 2006, can be found on the Company’s
website at www.wandisco.com.

WANDISCO PLC ANNUAL REPORT AND ACCOUNTS 2018

SECRETARY, ADVISERS AND SHARE CAPITAL INFORMATION

Secretary

Larry Webster

Offices

UK office

Electric Works
Sheffield Digital Campus
Sheffield S1 2BJ

US office

5000 Executive Parkway
Suite 270
San Ramon
CA 94583

Registered office

47 Esplanade
St. Helier
Jersey JE1 0BD

Company registered number

110497

Nominated adviser and joint broker

Stifel Nicolaus Europe Ltd

150 Cheapside
London EC2V 6ET

Joint brokers

Peel Hunt LLP

Moor House
120 London Wall
London EC2Y 5ET

WH Ireland Group plc

24 Martin Lane
London EC4R 0DR

Auditor

KPMG LLP

1 Sovereign Square
Sovereign Street
Leeds LS1 4DA

Legal advisers

Brown Rudnick LLP

8 Clifford Street
London W1S 2LQ

Carey Olsen (Jersey) LLP

47 Esplanade
St. Helier
Jersey JE1 0BD

Bankers

Silicon Valley Bank

3003 Tasman Drive
Santa Clara
CA 95054

HSBC Bank plc

Yorkshire and North East Corporate Banking Centre
4th Floor
City Point
29 King Street
Leeds LS1 2HL

Registrars

Link Asset Services

The Registry
34 Beckenham Road
Beckenham
Kent BR3 4TU

Share capital

The ordinary share capital of WANdisco plc is listed on AIM,
a market operated by London Stock Exchange Group plc.
The shares are listed under the trading ticker WAND.
The ISIN number is JE00B6Y3DV84.

WANdisco plc is committed to the environmental issues reflected in
this Annual Report. The report is printed on Arcoprint, which is FSC®
certified and ECF (Elemental Chlorine Free), and printed in the UK by
Park Communications using their environmental printing technology.
Both manufacturing mill and the printer are registered to the
Environmental Management System ISO14001 and are Forest
Stewardship Council® (FSC) chain-of-custody certified.

ANNUAL REPORT AND ACCOUNTS 2018 WANDISCO PLC

Financial statementsW

WANdisco plc
47 Esplanade
St. Helier
Jersey JE1 0BD