Annual Report 2017
FY17
highlights
89,000+
Customers
$619.9M
Revenue
36%
Revenue growth
$183.3M
Free cash flow*
$250M+
Atlassian Marketplace
cumulative sales**
* Free cash flow is defined as net cash provided by operating
activities less capital expenditures, which consist of
purchases of property and equipment and intangible assets.
** Since its inception in 2012.
To our shareholders, customers,
partners, and all Atlassians–
This year marks our 15th year as a company, and
much has changed since we began. The touch-
screens and tablets that existed only in sci-fi movies
are everywhere today. Technology has reshaped
how we connect and communicate, and in turn has
both accelerated and expanded human ambition.
The extent of what we can accomplish together,
through teamwork, knows no bounds. And we are
privileged to play a role in unleashing the potential
of teams in almost 90,000 companies around
the world.
Technology is a powerful force for change, not only
in what we can accomplish but how we accomplish
it. Openness is the foundation of our company
and our culture, and a key reason our products are
selected by teams worldwide to power the way
they work. Atlassian products remove barriers
within and between teams, giving people simpler
ways to create and share their plans, projects,
content, and communications. Our products are
vital to our customers in myriad ways, from helping
Austrian Federal Railways move almost half a billion
passengers a year to assisting many teams at CERN
in managing some of the world’s most complex
scientific experiments at the Large Hadron Collider.
We added more than 28,000 net-new customers
over the course of fiscal 2017, bringing our total
active customer count to 89,237. The 100,000
customer mark—a pipe-dream when we started
Atlassian in 2002—is clearly in sight.
Revenue for the year hit $619.9 million, an increase
of 36% year-over-year. We also generated $183.3
million of free cash flow this year, up 92% year-over-
year. Thanks to the potency of word-of-mouth from
happy customers and the efficiency of our high-
velocity, low-touch customer acquisition model, we
have a highly unique pairing of consistent top-line
growth and significant free cash flow.
Fiscal 2017 also saw an expansion of our product
portfolio through the two largest acquisitions
in our history: StatusPage, a status and incident
communication platform; and Trello, a popular task-
management product that had already amassed over
20 million registered users as a standalone company.
Both companies perfectly complement our existing
portfolio and our culture, and we’re excited to have
them with us as we enter fiscal 2018.
Through acquisitions and organic hiring, we ended
the year with 2,193 employees. As always, our
focus rests equally on scaling both our business
and our incredible culture. One important aspect
of our culture is giving back, and we continued
that tradition this past year by partnering with MIT
and the Australian government on a program to
prepare 10 million youth for the workforce of the
future within the next 10 years. The reach of our
philanthropic model is expanding thanks to the
Pledge 1% movement we started with Salesforce
and Rally Software, which passed 2,000 members
this year and was recognized by FastCompany as
a top innovator.
We had a tremendous fiscal 2017, and we’re looking
forward to another exciting year in fiscal 2018!
Thank you for joining us on the journey,
Scott Farquhar and Mike Cannon-Brookes
Co-Founders and Co-Chief Executive Officers
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 20-F
(Mark One)
REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended June 30, 2017
OR
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number 001-37651
Atlassian Corporation Plc
(Exact name of Registrant as specified in its charter)
Not Applicable
(Translation of Registrant’s name into English)
England and Wales
(Jurisdiction of incorporation or organization)
Exchange House
Primrose Street
London EC2A 2EG
c/o Herbert Smith Freehills LLP
415.701.1110
(Address of principal executive offices)
Tom Kennedy
Chief Legal Officer
Atlassian Corporation Plc
Exchange House
Primrose Street
London EC2A 2EG
c/o Herbert Smith Freehills LLP
415.701.1110
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
Title of each class
Class A Ordinary Shares
Name of each exchange on which registered
NASDAQ Global Select Market
Securities registered or to be registered pursuant to Section 12(g) of the Act: None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: Class B Ordinary Shares
No
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report:
As of June 30, 2017, 93,194,373 Class A Ordinary Shares and 135,283,942 Class B Ordinary Shares
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934. Yes
Note — Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations
under those Sections.
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such
files. Yes
No
No
No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer, smaller reporting company, or an emerging growth company.
See definitions of “large accelerated filer, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
Smaller reporting company
Emerging growth company
Non-accelerated filer
Accelerated filer
accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing: U.S. GAAP
Standards as issued by the International Accounting Standards Board
If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. Item 17
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
Other
No
Item 18
International Financial Reporting
ANNUAL REPORT
TABLE OF CONTENTS
INTRODUCTION
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
PART I
Item 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
Item 2. OFFER STATISTICS AND EXPECTED TIMETABLE
Item 3. KEY INFORMATION
Item 4. INFORMATION ON THE COMPANY
Item 4A. UNRESOLVED STAFF COMMENTS
Item 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS
Item 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
Item 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
Item 8. FINANCIAL INFORMATION
Item 9. THE OFFER AND LISTING
Item 10. ADDITIONAL INFORMATION
Item 11. QUALITATIVE AND QUANTITATIVE DISCLOSURE ABOUT MARKET RISK
Item 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
PART II
Item 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
Item 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF
PROCEEDS
Item 15. CONTROLS AND PROCEDURES
Item 16. RESERVED
ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT
Item 16B. CODE OF ETHICS.
Item 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Item 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES
Item 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED
PURCHASERS
Item 16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT
Item 16G. CORPORATE GOVERNANCE
Item 16H. MINE SAFETY DISCLOSURE
PART III
ITEM 17. FINANCIAL STATEMENTS
ITEM 18. FINANCIAL STATEMENTS
ITEM 19. EXHIBITS
SIGNATURES
CONSOLIDATED FINANCIAL STATEMENTS
4
4
5
5
5
5
31
40
41
60
73
77
77
78
85
87
87
87
87
87
88
88
88
88
88
89
89
89
89
89
89
89
90
92
F-1
3
INTRODUCTION
All references in this annual report to “Atlassian” or the “company,” “we,” “our,” “us” or similar terms refer to
Atlassian Corporation Plc and its subsidiaries.
Our consolidated financial statements are presented in U.S. dollars. All references in this annual report to
“$,” “U.S. $,” “U.S. dollars” and “dollars” mean U.S. dollars, unless otherwise noted.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This annual report contains forward-looking statements within the meaning of the federal securities laws,
which statements involve substantial risks and uncertainties. Forward-looking statements generally relate to future
events or our future financial or operating performance. In some cases, you can identify forward-looking statements
because they contain words such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,”
“target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of
these words or other similar terms or expressions that articulate our expectations, strategy, plans or intentions.
Forward-looking statements contained in this annual report include, but are not limited to, statements about:
•
our future financial performance, including our revenues, cost of revenues, gross profit or gross margin and
operating expenses;
•
the sufficiency of our cash and cash equivalents to meet our liquidity needs;
•
our ability to increase the number of customers using our software;
•
our ability to attract and retain customers to use our products and solutions;
•
our ability to successfully expand in our existing markets and into new markets;
•
our ability to effectively manage our growth and future expenses;
•
our ability to maintain, protect and enhance our intellectual property;
•
our ability to grow our cloud offering;
•
our future profitability;
•
our ability to comply with modified or new laws and regulations applying to our business, including privacy
and data security regulations;
•
our ability to attract and retain qualified employees and key personnel;
•
our ability to extend our teamwork platform by successfully integrating Trello’s collaboration service to our
existing project management, content creation and communication products; and
•
future acquisitions of, or investments in, complementary companies, products, services or technologies.
We caution you that the foregoing list may not contain all of the forward-looking statements made in this
annual report.
You should not rely upon forward-looking statements as predictions of future events. We have based the
forward-looking statements contained in this annual report primarily on our current expectations and projections
about future events and trends that we believe may affect our business, financial condition, results of operations
and prospects. The outcome of the events described in these forward-looking statements is subject to risks,
4
uncertainties and other factors described in “Risk Factors” and elsewhere in this annual report. Moreover, we
operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to
time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-
looking statements contained in this annual report. The results, events and circumstances reflected in the forward-
looking statements may not be achieved or occur, and actual results, events or circumstances could differ materially
from those described in the forward-looking statements.
The forward-looking statements made in this annual report relate only to events as of the date on which the
statements are made. We undertake no obligation to update any forward-looking statements made in this annual
report to reflect events or circumstances after the date of this annual report or to reflect new information or the
occurrence of unanticipated events, except as required by law. We may not actually achieve the plans, intentions or
expectations disclosed in our forward-looking statements and you should not place undue reliance on our forward-
looking statements. Our forward-looking statements do not reflect the potential impact of any future acquisitions,
mergers, dispositions, joint ventures or investments.
PART I
Item 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
Not Applicable.
Item 2. OFFER STATISTICS AND EXPECTED TIMETABLE
Not Applicable.
Item 3. KEY INFORMATION
A. Selected Financial Data
The following tables summarize our selected consolidated financial and other data. We derived the
consolidated statements of operations data for the fiscal years ended June 30, 2017, 2016, and 2015 and the
consolidated summary of financial position data as of June 30, 2017 and 2016 from our audited consolidated
financial statements included elsewhere in this annual report. The selected statements of operations data for the
fiscal years ended June 30, 2014 and 2013 and the consolidated statement of financial position data as of June 30,
2015 and 2014 are derived from our audited consolidated financial statements that are not included in this annual
report. We prepare our consolidated financial statements in accordance with International Financial Reporting
Standards (“IFRS”), which includes all standards issued by the International Accounting Standards Board (“IASB”)
and related interpretations issued by the IFRS Interpretations Committee. You should read the following selected
consolidated financial data in conjunction with “Item 4. Information on the Company” and our consolidated financial
statements and related notes included elsewhere in this annual report.
5
Consolidated Statements of Operations Data:
Revenues:
Subscription
Maintenance
Perpetual license
Other
Total revenues
Cost of revenues (1) (2)
Gross profit
Operating expenses:
Research and development (1)
Marketing and sales (1) (2)
General and administrative (1)
Total operating expenses
Operating income (loss)
Other non-operating income (expense), net
Finance income
Finance costs
Income (loss) before income tax benefit (expense)
Income tax benefit (expense)
Net income (loss)
Net income (loss) per share attributable to ordinary
shareholders:
Fiscal Year Ended June 30,
2017
2016
2015
2014
2013
(U.S. $ and shares in thousands, except per share data)
$ 242,128 $ 146,659 $ 85,891 $ 51,007 $ 28,780
83,978
160,373
32,789
57,373
2,965
15,884
148,512
319,521
33,031
52,932
115,481
266,589
218,848
65,487
26,064
457,058
75,783
381,275
112,134
44,186
7,782
215,109
37,986
177,123
265,521
74,565
37,722
619,936
119,161
500,775
310,168
134,908
118,785
563,861
(63,086)
(1,342)
4,851
(75)
(59,652)
17,148
$ (42,504) $
208,306
93,391
85,458
387,155
(5,880)
(1,072)
2,116
(71)
(4,907)
9,280
4,373 $
57,301
78,640
140,853
18,795
34,968
67,989
25,174
40,814
56,033
101,270
154,422
264,875
14,211
22,701
1,714
(3,010)
(562)
(2,615)
474
317
226
(272)
(228)
(74)
11,403
22,228
(749)
7,524
(642)
(3,246)
6,775 $ 18,982 $ 10,761
Basic
Diluted
$
$
(0.19) $
(0.19) $
0.02 $
0.02 $
0.04 $
0.04 $
0.11 $
0.11 $
0.07
0.07
Weighted-average shares outstanding used to
compute net income (loss) per share attributable to
ordinary shareholders:
Basic
Diluted
222,224
222,224
182,773
193,481
144,008
145,500
141,530
143,602
140,748
142,558
(1)
Amounts include share-based payment expense, as follows:
Cost of revenues
Research and development
Marketing and sales
General and administrative
$
6,856 $
5,371 $
2,862 $
625 $
79,384
17,395
33,813
35,735
11,945
22,429
22,842
6,670
9,160
5,120
2,068
3,551
251
1,189
583
1,468
(2)
Amounts include amortization of acquired intangible assets, as follows:
Cost of revenues
Marketing and sales
$ 14,587 $
15,269
7,405 $
86
6,417 $
40
7,591 $
98
7,633
129
6
Consolidated Statements of Financial Position Data:
Cash and cash equivalents
Short-term investments
Working capital
Total assets
Deferred revenues
Total liabilities
Share capital
Total shareholders’ equity
Non-IFRS Financial Results
As of June 30,
2017
2016
2015
2014
(U.S. $ in thousands)
$ 244,420 $ 259,709 $ 187,094 $ 116,766
305,499
285,621
1,283,858
255,997
389,810
22,726
894,048
483,405
542,038
990,973
181,068
259,310
21,620
731,663
30,251
50,477
397,161
136,565
207,107
18,461
190,054
45,235
44,674
262,038
89,183
136,709
18,190
125,329
Management believes that the use of certain non-IFRS financial measures, including non-IFRS gross profit,
non-IFRS operating income, non-IFRS net income, non-IFRS net income per diluted share and free cash flow,
provides consistency and comparability with our past financial performance, facilitates period-to-period comparisons
of our results of operations, and also facilitates comparisons with peer companies, many of which use similar non-
IFRS or non-GAAP financial measures to supplement their IFRS or Generally Accepted Accounting Principles
adopted in the United States (“GAAP”) results. Non-IFRS results are presented for supplemental informational
purposes only to aid in understanding our operating results. The non-IFRS results should not be considered a
substitute for financial information presented in accordance with IFRS, and may be different from non-IFRS or non-
GAAP measures used by other companies.
Our non-IFRS financial measures reflect adjustments based on the items below:
• Non-IFRS gross profit. Excludes expenses related to share-based compensation and amortization of
acquired intangible assets.
• Non-IFRS operating income. Excludes expenses related to share-based compensation and amortization
of acquired intangible assets.
• Non-IFRS net income and non-IFRS net income per diluted share. Excludes expenses related to share-
based compensation, amortization of acquired intangible assets and related income tax effects on these
items.
• Free cash flow. Free cash flow is defined as net cash provided by operating activities less capital
expenditures, which consists of purchases of property and equipment and acquired intangible assets.
We exclude expenses related to share-based compensation, amortization of acquired intangible assets and
the related income tax effects on these items from certain of our non-IFRS financial measures as we believe this
helps investors understand our operational performance. In addition, share-based compensation expense can be
difficult to predict and varies from period to period and company to company due to differing valuation
methodologies, subjective assumptions and the variety of equity instruments, as well as changes in stock price.
Management believes that providing non-IFRS financial measures that exclude share-based compensation
expense, amortization of acquired intangible assets and the related income tax effects of these items allow for more
meaningful comparisons between our operating results from period to period.
We include the effect of our outstanding share options and restricted share units (“RSUs”) in weighted-
average shares used in computing non-IFRS net income per diluted share. IFRS excludes the impact of the full
weighting of these outstanding equity awards until the effectiveness of our initial public offering (“IPO”). We have
presented the full weighting impact of these additional shares from previously granted share options and RSUs, as
if they were outstanding from the date of grant, in order to provide investors with insight into the full impact of all
potentially dilutive awards outstanding and to provide comparability across periods.
7
Management considers free cash flow to be a liquidity measure that provides useful information to
management and investors about the amount of cash generated by our business that can be used for strategic
opportunities, including investing in our business, making strategic acquisitions and strengthening our statement of
financial position.
Management uses non-IFRS gross profit, non-IFRS operating income, non-IFRS net income, non-IFRS net
income per diluted share and free cash flow:
• as measures of operating performance, because these financial measures do not include the impact of
items not directly resulting from our core operations;
•
for planning purposes, including the preparation of our annual operating budget;
•
to allocate resources to enhance the financial performance of our business;
•
to evaluate the effectiveness of our business strategies; and
•
in communications with our board of directors concerning our financial performance.
We understand that although non-IFRS gross profit, non-IFRS operating income, non-IFRS net income, non-
IFRS net income per diluted share and free cash flow are frequently used by investors and securities analysts in
their evaluation of companies, these measures have limitations as analytical tools, and you should not consider
them in isolation or as substitutes for analysis of our results of operations as reported under IFRS.
The following tables provide reconciliations of non-IFRS financial measures to the most directly comparable
financial measures calculated and presented in accordance with IFRS for the fiscal years ended June 30, 2017,
2016, 2015, 2014 and 2013.
Gross profit:
IFRS gross profit
Fiscal Year Ended June 30,
2017
2016
2015
2014
2013
(U.S. $ and shares in thousands)
$ 500,775 $ 381,275 $ 266,589 $ 177,123 $ 115,481
Plus: Share-based payment expense
Plus: Amortization of acquired intangible assets
6,856
14,587
5,371
7,405
2,862
6,417
625
7,591
251
7,633
Non-IFRS gross profit
$ 522,218 $ 394,051 $ 275,868 $ 185,339 $ 123,365
Operating income:
IFRS operating income (loss)
Plus: Share-based payment expense
Plus: Amortization of acquired intangible assets
$ (63,086) $ (5,880) $
1,714 $ 22,701 $ 14,211
137,448
29,856
75,480
7,491
41,534
6,457
11,364
7,689
3,491
7,762
Non-IFRS operating income
$ 104,218 $ 77,091 $ 49,705 $ 41,754 $ 25,464
Net income:
IFRS net income (loss)
Plus: Share-based payment expense
Plus: Amortization of acquired intangible assets
Less: Income tax effects and adjustments
Non-IFRS net income
$ (42,504) $
4,373 $
6,775 $ 18,982 $ 10,761
137,448
29,856
75,480
7,491
41,534
6,457
11,364
7,689
3,491
7,762
(39,864)
(1,567)
$ 84,936 $ 71,326 $ 45,522 $ 35,685 $ 20,447
(16,018)
(9,244)
(2,350)
8
Net income per share:
IFRS net income (loss) per share - basic
Plus: Share-based payment expense
Plus: Amortization of acquired intangible assets
Less: Income tax effects and adjustments
Non-IFRS net income per share - basic
Weighted-average shares used in computing basic
Non-IFRS net income per share:
IFRS net income (loss) per share - diluted
Plus: Share-based payment expense
Plus: Amortization of acquired intangible assets
Less: Income tax effects and adjustments
Non-IFRS net income per share - diluted
Weighted-average shares used in computing diluted
Non-IFRS net income per share:
Weighted-average diluted shares outstanding:
Weighted-average shares used in computing diluted
IFRS net income (loss) per share
Dilution from share options and RSUs (1)
Dilution from share options and RSUs granted in
periods prior to IPO (2)
Weighted-average shares used in computing diluted
non-IFRS net income per share
Fiscal Year Ended June 30,
2017
2016
2015
2014
2013
(U.S. $ and shares in thousands, except per share data)
(0.19) $
0.62
0.13
(0.18)
0.38 $
0.02 $
0.04 $
0.11 $
0.42
0.04
0.29
0.05
0.09
0.06
0.07
0.03
0.06
(0.09)
(0.06)
(0.01)
(0.01)
0.39 $
0.32 $
0.25 $
0.15
222,224
182,773
144,008
141,530
140,748
(0.19) $
0.59
0.13
(0.17)
0.36 $
0.02 $
0.04 $
0.11 $
0.37
0.04
0.26
0.04
0.07
0.05
0.07
0.02
0.05
(0.08)
(0.06)
(0.01)
(0.01)
0.35 $
0.28 $
0.22 $
0.13
236,057
201,686
163,073
160,495
152,741
$
$
$
$
222,224
13,833
193,481
145,500
143,602
142,558
—
—
—
—
—
8,205
17,573
16,893
10,183
236,057
201,686
163,073
160,495
152,741
(1) The effects of these dilutive securities were not included in the IFRS calculation of diluted net loss per share for
the fiscal year ended June 30, 2017 because the effect would have been anti-dilutive.
(2) Gives effect to share options and RSUs in periods prior to our IPO for comparability.
Fiscal Year Ended June 30,
2017
2016
2015
2014
2013
(U.S. $ and shares in thousands)
$ 199,381 $ 129,542 $ 98,221 $ 75,280 $ 54,310
(16,054)
(34,213)
(32,676)
(10,259)
(7,246)
$ 183,327 $ 95,329 $ 65,545 $ 65,021 $ 47,064
Free cash flow:
IFRS net cash provided by operating activities
Less: Capital expenditures
Free cash flow
B. Capitalization and Indebtedness
Not applicable.
C. Reasons for the Offer and Use of Proceeds
Not applicable.
9
D. Risk Factors
Risks Related to Our Business and Industry
A description of the risks and uncertainties associated with our business is set forth below. You should carefully
consider such risks and uncertainties, together with the other information contained in this annual report, and in our
other public filings. If any of such risks and uncertainties actually occurs, our business, financial condition or
operating results could differ materially from the plans, projections and other forward-looking statements included
elsewhere in this annual report and in our other public filings. In addition, if any of the following risks and
uncertainties, or if any other risks and uncertainties, actually occurs, our business, financial condition or operating
results could be harmed substantially.
Our rapid growth makes it difficult to evaluate our future prospects and may increase the risk that we will
not continue to grow at or near historical rates.
We have been growing rapidly over the last several years, and as a result, our ability to forecast our future
results of operations is subject to a number of uncertainties, including our ability to effectively plan for and model
future growth. Our recent and historical growth should not be considered indicative of our future performance. We
have encountered in the past, and will encounter in the future, risks and uncertainties frequently experienced by
growing companies in rapidly changing industries. If our assumptions regarding these risks and uncertainties, which
we use to plan and operate our business, are incorrect or change, or if we do not address these risks successfully,
our operating and financial results could differ materially from our expectations, our growth rates may slow and our
business would suffer.
We may not be able to sustain our revenue growth rate or achieve profitability in the future.
Our historical growth rate should not be considered indicative of our future performance and may decline in
the future. In future periods, our revenue could grow more slowly than in recent periods or decline for a number of
reasons, including any reduction in demand for our products, increase in competition, limited ability to, or our
decision not to, increase pricing, contraction of our overall market or our failure to capitalize on growth
opportunities. In addition, we expect expenses to increase substantially in the near term, particularly as we continue
to make significant investments in research and development and technology infrastructure for our cloud offerings,
expand our operations globally and develop new products and features for, and enhancements of, our existing
products. As a result of these significant investments, and in particular share-based compensation associated with
our growth, we do not expect to achieve IFRS profitability in the near term and may not be able to achieve IFRS
profitability in future periods. In addition, the additional expenses we will incur may not lead to sufficient additional
revenue to maintain historical revenue growth rates and profitability.
The markets in which we participate are intensely competitive, and if we do not compete effectively, our
business, results of operations and financial condition could be harmed.
The markets for our solutions are fragmented, rapidly evolving and highly competitive, and have relatively
low barriers to entry. We face competition from both traditional, larger software vendors offering full collaboration
and productivity suites and smaller companies offering point products for features and use cases. Our principal
competitors vary depending on the product category and include Microsoft, IBM, Hewlett Packard Enterprise,
Google, ServiceNow, salesforce.com, Zendesk and several smaller software vendors like Slack and Github. In
addition, some of our competitors have made acquisitions to offer a more comprehensive product or service
offering, which may allow them to compete more effectively with our products. We expect this trend to continue as
companies attempt to strengthen or maintain their market positions in an evolving industry. Following such potential
consolidations, companies may create more compelling product offerings and be able to offer more attractive
pricing options, making it more difficult for us to compete effectively.
Our competitors, particularly our competitors with greater financial and operating resources, may be able to
respond more quickly and effectively than we can to new or changing opportunities, technologies, standards or
customer requirements. With the introduction of new technologies, the evolution of our products, and new market
entrants, we expect competition to intensify in the future. For example, as we expand our focus into new use cases
or other product offerings beyond software development teams, we expect competition to increase. Pricing
pressures and increased competition generally could result in reduced sales, reduced margins, losses or the failure
of our products to achieve or maintain more widespread market acceptance, any of which could harm our business,
results of operations and financial condition.
10
Many of our current and potential competitors have greater resources than we do with established marketing
relationships, large enterprise salesforces, access to larger customer bases, pre-existing customer relationships,
and major distribution agreements with consultants, system integrators and resellers. Additionally, some current and
potential customers, particularly large organizations, have elected, and may in the future elect, to develop or
acquire their own internal collaboration and productivity software tools that would reduce or eliminate the demand
for our solutions.
Our products seek to serve multiple markets, and we are subject to competition from a wide and varied field
of competitors. Some competitors, particularly new and emerging companies, could focus all their energy and
resources on one product line or use case and, as a result, any one competitor could develop a more successful
product or service in a particular market which could decrease our market share and harm our brand recognition
and results of operations. For all of these reasons and others we cannot anticipate today, we may not be able to
compete successfully against our current and future competitors, which could harm our business, results of
operations and financial condition.
Our distribution model of offering and deploying our products via both the cloud and on premises
increases our expenses, may impact revenue recognition timing and may pose other challenges to our
business.
We offer and sell our products via both the cloud and on-premises using the customer’s own infrastructure.
Our cloud offering enables quick setup and subscription pricing, while our on-premises offering permits more
customization, a perpetual or term license fee structure and complete application control. Historically, our products
were developed in the context of the on-premises offering, and we have less operating experience offering and
selling our products via our cloud offering. Although a substantial majority of our revenue has historically been
generated from customers using our on-premises products, we believe that over time more customers will move to
the cloud offering, and the cloud offering will become more central to our distribution model. As more of our
customers transition to the cloud, we may be subject to additional competitive pressures, which may harm our
business. Further, as more customers elect our cloud offering as opposed to our on-premises offerings, revenues
from such customers is typically lower in the initial year, which may impact our near-term revenue growth rates. If
our cloud offering does not develop as quickly as we expect, or if we are unable to continue to scale our systems to
meet the requirements of a successful large, cloud offering, our business may be harmed. We are directing a
significant portion of our financial and operating resources to implement a robust cloud offering for our products, but
even if we continue to make these investments, we may be unsuccessful in growing or implementing our cloud
offering that competes successfully against our current and future competitors and our business, results of
operations and financial condition could be harmed.
Our business depends on our customers renewing their subscriptions and maintenance plans and
purchasing additional licenses or subscriptions from us. Any decline in our customer retention or
expansion would harm our future results of operations.
In order for us to maintain or improve our results of operations, it is important that our customers renew their
subscriptions and maintenance plans when existing contract terms expire and that we expand our commercial
relationships with our existing customers. Our customers have no obligation to renew their subscriptions or
maintenance plans, and our customers may not renew subscriptions or maintenance plans with a similar contract
period or with the same or greater number of users. Our customers do not enter into long-term contracts, rather
they primarily have monthly or annual terms. Some of our customers have elected not to renew their agreements
with us and it is difficult to accurately predict long-term customer retention.
Our customer retention and expansion may decline or fluctuate as a result of a number of factors, including
our customers’ satisfaction with our products, new market entrants, our product support, our prices and pricing
plans, the prices of competing software products, reductions in our customers’ spending levels, new product
releases and changes to packaging of our product offerings, mergers and acquisitions affecting our customer base
or the effects of global economic conditions. Although it is important to our business that our customers renew their
subscriptions and maintenance plans when existing contract terms expire and that we expand our commercial
relationships with our existing customers, given the volume of our customers, we do not track the retention rates of
our individual customers. As a result, we may be unable to timely address any retention issues with specific
customers, which could harm our results of operations. If our customers do not purchase additional licenses or
subscriptions or renew their subscriptions or maintenance plans, renew on less favorable terms or fail to add more
users, our revenue may decline or grow less quickly, which would harm our future results of operations and
prospects.
11
If we are not able to develop new products and enhancements to our existing products that achieve market
acceptance and that keep pace with technological developments, our business and results of operations
would be harmed.
Our ability to attract new customers and increase revenue from existing customers depends in large part on
our ability to enhance and improve our existing products and to introduce compelling new products that reflect the
changing nature of our markets. The success of any enhancement to our products depends on several factors,
including timely completion and delivery, competitive pricing, adequate quality testing, integration with existing
technologies and our platform and overall market acceptance. Any new product that we develop may not be
introduced in a timely or cost-effective manner, may contain bugs, or may not achieve the market acceptance
necessary to generate significant revenue. If we are unable to successfully develop new products, enhance our
existing products to meet customer requirements, or otherwise gain market acceptance, our business, results of
operations and financial condition would be harmed.
If we cannot continue to expand the use of our products beyond our initial focus on software developers,
our ability to grow our business may be harmed.
Our ability to grow our business depends in part on our ability to persuade current and future customers to
expand their use of our products to additional use cases beyond software developers. If we fail to predict customer
demands or achieve further market acceptance of our products within these additional areas and teams, or if a
competitor establishes a more widely adopted product for these applications, our ability to grow our business may
be harmed.
We invest significantly in research and development, and to the extent our research and development
investments do not translate into new products or material enhancements to our current products, or if we
do not use those investments efficiently, our business and results of operations would be harmed.
A key element of our strategy is to invest significantly in our research and development efforts to develop
new products and enhance our existing products to address additional applications and markets. In fiscal 2017 and
2016, our research and development expenses were 50% and 46% of our revenue, respectively. If we do not spend
our research and development budget efficiently or effectively on compelling innovation and technologies, our
business may be harmed and we may not realize the expected benefits of our strategy. Moreover, research and
development projects can be technically challenging and expensive. The nature of these research and development
cycles may cause us to experience delays between the time we incur expenses associated with research and
development and the time we are able to offer compelling products and generate revenue, if any, from such
investment. Additionally, anticipated customer demand for a product we are developing could decrease after the
development cycle has commenced, and we would nonetheless be unable to avoid substantial costs associated
with the development of any such product. If we expend a significant amount of resources on research and
development and our efforts do not lead to the successful introduction or improvement of products that are
competitive in our current or future markets, it would harm our business and results of operations.
If we fail to effectively manage our growth, our business and results of operations could be harmed.
We have experienced and expect to continue to experience rapid growth, which has placed, and may
continue to place, significant demands on our management, operational and financial resources. In addition, we
operate globally, sell our products to customers in more than 185 countries, and have employees in Australia, the
United States, the United Kingdom, the Netherlands, the Philippines, Japan, Germany and France. We plan to
continue to expand our operations into other countries in the future, which will place additional demands on our
resources and operations. We have also experienced significant growth in the number of customers, users,
transactions and data that our products and our associated infrastructure support. If we fail to successfully manage
our anticipated growth and change, the quality of our products may suffer, which could negatively affect our brand
and reputation and harm our ability to retain and attract customers. Finally, our organizational structure is becoming
more complex and if we fail to scale and adapt our operational, financial and management controls and systems, as
well as our reporting systems and procedures to manage this complexity, our business, results of operations and
financial condition would be harmed. We will require significant capital expenditures and the allocation of
management resources to grow and change in these areas.
If our current marketing model is not effective in attracting new customers, we may need to incur additional
expenses to attract new customers and our business and results of operations could be harmed.
Unlike traditional enterprise software vendors, who rely on direct sales methodologies and face long sales
cycles, complex customer requirements and substantial upfront sales costs, we utilize a viral marketing model to
12
target new customers. Through this word-of-mouth marketing, we have been able to build our brand with relatively
low marketing and sales costs. We also build our customer base through various online marketing activities as well
as targeted web-based content and online communications. This strategy has allowed us to build a substantial
customer base and community of users who use our products and act as advocates for our brand and solutions,
often within their own corporate organizations. Attracting new customers and retaining existing customers requires
that we continue to provide high-quality products at an affordable price and convince customers of our value
proposition. If we do not attract new customers through word-of-mouth referrals, our revenue may grow more slowly
than expected or decline. In addition, high levels of customer satisfaction and market adoption are central to our
marketing model. Any decrease in our customers’ satisfaction with our products, including as a result of actions
outside of our control, could harm word-of-mouth referrals and our brand. If our customer base does not continue to
grow through word-of-mouth marketing and viral adoption, we may be required to incur significantly higher
marketing and sales expenses in order to acquire new subscribers, which could harm our business and results of
operations.
If our security measures are breached or unauthorized access to customer data is otherwise obtained, our
products may be perceived as insecure, we may lose existing customers or fail to attract new customers,
and we may incur significant liabilities.
Use of our solutions involve the storage, transmission and processing of our customers’ proprietary data,
including potentially personal or identifying information. Unauthorized access to, or security breaches of, our
products could result in the loss, compromise or corruption of data, loss of business, severe reputational damage
adversely affecting customer or investor confidence, regulatory investigations and orders, litigation, indemnity
obligations, damages for contract breach, penalties for violation of applicable laws or regulations, significant costs
for remediation and other liabilities. We have incurred and expect to incur significant expenses to prevent security
breaches, including deploying additional personnel and protection technologies, training employees, and engaging
third-party solution partners and consultants. Our errors and omissions insurance coverage covering certain
security and privacy damages and claim expenses may not be sufficient to compensate for all liabilities we may
incur.
We have in the past experienced breaches of our security measures and our products are at risk for future
breaches as a result of third-party action, or employee, vendor or contractor error or malfeasance.
Because the techniques used to obtain unauthorized access or to sabotage systems change frequently and
generally are not identified until they are launched against a target, we may be unable to anticipate these
techniques or to implement adequate preventative measures. We may also experience security breaches that may
remain undetected for an extended period and, therefore, have a greater impact on the products we offer, the
proprietary data contained therein, and ultimately on our business.
One of our marketing strategies is to offer free trials or a limited free version or affordable starter license
for certain products, and we may not be able to realize the benefits of this strategy.
We offer free trials, a limited free version or an affordable starter license for certain products in order to
promote additional usage, brand and product awareness and adoption. Historically, a majority of users never
convert to a paid version of our products from these free trials or limited free versions or upgrade beyond the starter
license. Our marketing strategy also depends in part on persuading users who use the free trials, free versions or
starter licenses of our products to convince others within their organization to purchase and deploy our products. To
the extent that these users do not become, or lead others to become, customers, we will not realize the intended
benefits of this marketing strategy, and our ability to grow our business may be harmed.
Our business model relies on a high volume of transactions and affordable pricing. As lower cost or free
competitive products are introduced into the marketplace, our ability to generate new customers could be
harmed.
Our business model is based in part on selling our products at prices lower than competing products from
other commercial vendors. For example, we offer entry-level pricing for certain products for small teams at a price
that typically does not require capital budget approval and is orders-of-magnitude less than the price of traditional
enterprise software. As a result, our software is frequently purchased by first-time customers to solve specific
problems and not as part of a strategic technology purchasing decision. As competitors enter the market with low
cost or free alternatives to our products, it may be increasingly more difficult for us to compete effectively and our
ability to garner new customers could be harmed. We may also from time to time increase our prices. Additionally,
some customers may consider our products to be discretionary purchases, which may contribute to reduced
13
demand for our offerings in times of economic uncertainty. If we are unable to sell our software in high volume,
across new and existing customers, our business, results of operations and financial condition could be harmed.
We derive, and expect to continue to derive, a substantial majority of our revenue from a limited number of
software products.
We derive, and expect to continue to derive, a substantial majority of our revenue from our JIRA and
Confluence products. Revenue generated from our JIRA and Confluence products comprised over two-thirds of our
total revenues for each of the prior three fiscal years. As such, the market acceptance of these products is critical to
our success. Demand for these products and our other products is affected by a number of factors, many of which
are beyond our control, such as continued market acceptance of our products by customers for existing and new
use cases, the timing of development and release of new products, features and functionality that are lower cost
alternatives introduced by us or our competitors, technological changes and developments within the markets we
serve and growth or contraction in our addressable markets. If we are unable to continue to meet customer
demands or to achieve more widespread market acceptance of our products, our business, results of operations
and financial condition could be harmed.
If the Atlassian Marketplace does not continue to be successful, our business and results of operations
could be harmed.
We operate Atlassian Marketplace, an online marketplace, for selling third-party, as well as Atlassian-built,
add-ons and extensions. We rely on the Atlassian Marketplace to supplement our promotional efforts and build
awareness of our products, and believe that third-party add-ons and extensions from the Atlassian Marketplace
facilitate greater usage and customization of our products. If these vendors and developers stop developing or
supporting these add-ons and extensions that they sell on Atlassian Marketplace, our business could be harmed.
Interruptions or performance problems associated with our technology and infrastructure may harm our
business and results of operations.
Our continued growth depends in part on the ability of our existing and potential customers to access our
solutions at any time and within an acceptable amount of time. In addition, we rely almost exclusively on our
websites for the downloading and payment of all our products. We have experienced, and may in the future
experience, disruptions, data loss, outages and other performance problems with our infrastructure and websites
due to a variety of factors, including infrastructure changes, introductions of new functionality, human or software
errors, capacity constraints, denial of service attacks or other security-related incidents. In some instances, we may
not be able to identify the cause or causes of these performance problems within an acceptable period of time. It
may become increasingly difficult to maintain and improve our performance, especially during peak usage times
and as our products and websites become more complex and our user traffic increases. If our products and
websites are unavailable or if our users are unable to access our products within a reasonable amount of time, or at
all, our business would be harmed. Moreover, we depend on services from various third parties, including Amazon
Web Services and NTT Communications, to maintain our infrastructure and distribute our products via the Internet.
Any disruptions in these services, including as a result of actions outside of our control, would significantly impact
the continued performance of our products. In the future, these services may not be available to us on commercially
reasonable terms, or at all. Any loss of the right to use any of these services could result in decreased functionality
of our products until equivalent technology is either developed by us or, if available from another provider, is
identified, obtained and integrated into our infrastructure. To the extent that we do not effectively address capacity
constraints, upgrade our systems as needed, and continually develop our technology and network architecture to
accommodate actual and anticipated changes in technology, our business, results of operations and financial
condition could be harmed.
14
Real or perceived errors, failures, vulnerabilities or bugs in our products or in the products on Atlassian
Marketplace could harm our business and results of operations.
Errors, failures, vulnerabilities or bugs may occur in our products, especially when updates are deployed or
new products are rolled out. Our solutions are often used in connection with large-scale computing environments
with different operating systems, system management software, equipment and networking configurations, which
may cause errors, failures of products, or other negative consequences in the computing environment into which
they are deployed. In addition, deployment of our products into complicated, large-scale computing environments
may expose errors, failures, vulnerabilities or bugs in our products. Any such errors, failures, vulnerabilities or bugs
may not be found until after they are deployed to our customers. Real or perceived errors, failures, vulnerabilities or
bugs in our products could result in negative publicity, loss of customer data, loss of or delay in market acceptance
of our products, loss of competitive position, or claims by customers for losses sustained by them, all of which could
harm our business and results of operations.
In addition, third-party add-ons and extensions on Atlassian Marketplace may not meet the same quality
standards that we apply to our own development efforts and, to the extent they contain bugs, vulnerabilities or
defects, they may create disruptions in our customers’ use of our products, lead to data loss, damage our brand
and reputation and affect the continued use of our products, any of which could harm our business, results of
operations and financial condition.
Any failure to offer high-quality product support may harm our relationships with our customers and our
financial results.
In deploying and using our products, our customers depend on our product support teams to resolve
complex technical and operational issues. We may be unable to respond quickly enough to accommodate short-
term increases in customer demand for product support. We also may be unable to modify the nature, scope and
delivery of our product support to compete with changes in product support services provided by our competitors.
Increased customer demand for product support, without corresponding revenue, could increase costs and harm
our results of operations. In addition, as we continue to grow our operations and reach a global and vast customer
base, we need to be able to provide efficient product support that meets our customers’ needs globally at scale. The
number of our customers has grown significantly and that will put additional pressure on our support organization.
In order to meet these needs, we have relied in the past and will continue to rely on third-party contractors and self-
service product support to resolve common or frequently asked questions, which supplement our customer support
teams. If we are unable to provide efficient product support globally at scale, including through the use of third-party
contractors and self-service support, our ability to grow our operations may be harmed and we may need to hire
additional support personnel, which could harm our results of operations. Our sales are highly dependent on our
business reputation and on positive recommendations from our existing customers. Any failure to maintain high-
quality product support, or a market perception that we do not maintain high-quality product support, could harm our
reputation, our ability to sell our products to existing and prospective customers, and our business, results of
operations and financial condition.
Our lack of a direct salesforce may impede the growth of our business.
We do not have a direct salesforce and our sales model does not rely on traditional, quota-carrying sales
personnel. Although we believe our business model can continue to scale without a large enterprise salesforce, our
viral marketing model may not continue to be as successful as we anticipate and the absence of a direct sales
function may impede our future growth. As we continue to scale our business, a more traditional sales infrastructure
could assist in reaching larger enterprise customers and growing our revenue. Identifying and recruiting qualified
sales personnel and training them would require significant time, expense and attention and would significantly
impact our business model. In addition, adding sales personnel would considerably change our cost structure and
results of operations, and we may have to reduce other expenses, such as our research and development
expenses, in order to accommodate a corresponding increase in marketing and sales expenses and maintain
positive free cash flow. If our lack of a direct, traditional salesforce limits us from reaching larger enterprise
customers and growing our revenue and we are unable to hire, develop and retain talented sales personnel in the
future, our revenue growth and results of operations may be harmed.
15
Our quarterly results may fluctuate significantly and may not fully reflect the underlying performance of our
business.
Our quarterly financial results may fluctuate as a result of a variety of factors, many of which are outside of
our control. If our quarterly financial results fall below the expectations of investors or any securities analysts who
follow us, the price of our Class A ordinary shares could decline substantially. Factors that may cause our revenue,
results of operations and cash flows to fluctuate from quarter to quarter include, but are not limited to:
•
•
•
•
•
•
•
•
•
•
•
•
•
our ability to attract new customers, retain and increase sales to existing customers, and satisfy our
customers’ requirements;
changes in our or our competitors’ pricing policies and offerings;
new products, features, enhancements or functionalities introduced by our competitors;
the amount and timing of operating costs and capital expenditures related to the operations and
expansion of our business;
significant security breaches, technical difficulties or interruptions to our products;
the number of new employees added;
changes in foreign currency exchange rates or adding additional currencies in which our sales are
denominated;
the amount and timing of acquisitions or other strategic transactions;
extraordinary expenses such as litigation or other dispute-related settlement payments;
general economic conditions that may adversely affect either our customers’ ability or willingness to
purchase additional licenses, subscriptions and maintenance plans, delay a prospective customer’s
purchasing decision, reduce the value of new license, subscription or maintenance plans or affect
customer retention;
seasonality in our operations;
the impact of new accounting pronouncements and associated system implementations; and
the timing of the grant or vesting of equity awards to employees, contractors, or directors.
Many of these factors are outside of our control, and the occurrence of one or more of them might cause our
revenue, results of operations and cash flows to vary widely. As such, we believe that quarter-to-quarter
comparisons of our revenue, results of operations and cash flows may not be meaningful and should not be relied
upon as an indication of future performance.
If we are unable to develop and maintain successful relationships with solution partners, our business,
results of operations and financial condition could be harmed.
We have established relationships with certain solution partners to distribute our products. We believe that
continued growth in our business is dependent upon identifying, developing and maintaining strategic relationships
with our existing and potential solution partners that can drive substantial revenue and provide additional valued-
added services to our customers. Our agreements with our existing solution partners are non-exclusive, meaning
our solution partners may offer customers the products of several different companies, including products that
compete with ours. They may also cease marketing our products with limited or no notice and with little or no
penalty. We expect that any additional solution partners we identify and develop will be similarly non-exclusive and
not bound by any requirement to continue to market our products. If we fail to identify additional solution partners, in
a timely and cost-effective manner, or at all, or are unable to assist our current and future solution partners in
independently distributing and deploying our products, our business, results of operations and financial condition
could be harmed. If resellers do not effectively market and sell our products, or fail to meet the needs of our
customers, our reputation and ability to grow our business may also be harmed.
16
Acquisitions of other businesses, products or technologies could disrupt our business, and we may be
unable to integrate acquired businesses and technologies successfully or achieve the expected benefits of
such acquisitions.
We have completed a number of acquisitions, including our recent acquisition of Trello, and plan to evaluate
and consider additional strategic transactions, including acquisitions of, or investments in, businesses,
technologies, services, products, and other assets in the future. We also may enter into relationships with other
businesses to expand our products, which could involve preferred or exclusive licenses, additional channels of
distribution, discount pricing or investments in other companies.
Any acquisition, investment or business relationship may result in unforeseen operating difficulties and
expenditures. In particular, we may encounter difficulties assimilating or integrating the businesses, technologies,
products, personnel or operations of the acquired companies, particularly if the key personnel of the acquired
companies choose not to work for us, their software and services are not easily adapted to work with our products,
or we have difficulty retaining the customers of any acquired business due to changes in ownership, management
or otherwise. Acquisitions may also disrupt our business, divert our resources and require significant management
attention that would otherwise be available for development of our existing business. We may not successfully
evaluate or utilize the acquired technology or personnel, or accurately forecast the financial impact of an acquisition
transaction, including accounting charges. Moreover, the anticipated benefits of any acquisition, investment or
business relationship may not be realized or we may be exposed to unknown risks or liabilities.
In the future, we may not be able to find suitable acquisition candidates, and we may not be able to complete
acquisitions on favorable terms, if at all. Our previous and future acquisitions may not achieve our goals, and any
future acquisitions we complete could be viewed negatively by users, customers, developers or investors.
Negotiating these transactions can be time consuming, difficult and expensive, and our ability to complete
these transactions may often be subject to approvals that are beyond our control. Consequently, these transactions,
even if announced, may not be completed. For one or more of those transactions, we may:
•
•
•
•
•
•
issue additional equity securities that would dilute our existing shareholders;
use cash that we may need in the future to operate our business;
incur large charges, expenses or substantial liabilities;
incur debt on terms unfavorable to us or that we are unable to repay;
encounter difficulties retaining key employees of the acquired company or integrating diverse software
codes or business cultures; and
become subject to adverse tax consequences, substantial depreciation, impairment or deferred
compensation charges.
If we are not able to maintain and enhance our brand, our business, results of operations and financial
condition may be harmed.
We believe that maintaining and enhancing our reputation as a differentiated and category-defining company
is critical to our relationships with our existing customers and to our ability to attract new customers. The successful
promotion of our brand attributes will depend on a number of factors, including our solution partners’ marketing
efforts, our ability to continue to develop high-quality products and our ability to successfully differentiate our
products from competitive products. In addition, independent industry analysts often provide reviews of our
products, as well as the products offered by our competitors, and perception of the relative value of our products in
the marketplace may be significantly influenced by these reviews. If these reviews are negative, or less positive as
compared to those of our competitors’ products, our brand may be harmed.
The promotion of our brand requires us to make substantial expenditures, and we anticipate that the
expenditures will increase as our market becomes more competitive, as we expand into new markets, and as more
sales are generated through our solution partners. To the extent that these activities yield increased revenue, this
revenue may not offset the increased expenses we incur. If we do not successfully maintain and enhance our
brand, our business may not grow, we may have reduced pricing power relative to competitors, and we could lose
customers or fail to attract potential customers, any of which would harm our business, results of operations and
financial condition.
17
Because our products rely on the movement of data across national boundaries, global privacy and data
security concerns could result in additional costs and liabilities to us or inhibit sales of our products
globally.
Privacy and data security have become significant issues in the United States, Europe and in many other
jurisdictions where we offer our products. The regulatory framework for the collection, use, safeguarding, sharing
and transfer of information worldwide is rapidly evolving and is likely to remain uncertain for the foreseeable future.
Globally, virtually every jurisdiction in which we operate has established its own data security and privacy
frameworks with which we, or our customers, must comply, including, for example, the Directive 95/46/EC on the
protection of individuals with regard to the processing of personal data and on the free movement of such data, the
Data Protection Directive established in the European Union, and the data protection legislation of individual EU
member states subject to the Data Protection Directive. The Data Protection Directive will be replaced with the
European General Data Protection Regulation in May 2018, which will impose additional obligations and risk upon
our business. In addition, the number of enforcement actions and severity of consequences for non-compliance are
also increasing.
In the past, we have relied on adherence to the Safe Harbor Privacy Principles and compliance with the
U.S.-EU Safe Harbor Framework, which established the legal basis for data transfers from Europe. As a result of
the October 6, 2015 European Union Court of Justice opinion in Case C-362/14 (Schrems v. Data Protection
Commissioner), the U.S.-EU Safe Harbor Framework is no longer a valid legal basis for data transfers from Europe.
In February 2016, Europe and the United States reached agreement on a successor to the U.S.-EU Safe Harbor
Framework, the EU-U.S. Privacy Shield. As of August 1, 2016, interested companies have been permitted to
register for the program. There continue to be concerns about whether the EU-U.S. Privacy Shield and other
transfer mechanisms will face additional challenges. Until the remaining legal uncertainties regarding the future of
the EU-U.S. Privacy Shield and other data transfer mechanisms are settled, we will continue to explore options to
find an appropriate legal basis for data transfers from Europe, including without limitation adopting model
contractual clauses with certain suppliers and customers, and are considering suppliers that house data in Europe,
which may involve substantial expense and distraction from other aspects of our business. We may, however, be
unsuccessful in establishing a legal basis for data transfer, and will be at risk of enforcement actions taken by an
EU data protection authority until such point in time that we ensure a legal basis for European data transfers, which
could damage our reputation, inhibit sales and harm our business. Despite actions we have taken or will be taking
to address the changes brought on by the European Union Court of Justice opinion, we may be unsuccessful in
establishing a conforming means of transferring data due to ongoing legislative activity that could vary the current
data transfer landscape. As we expand into new markets and grow our customer base, we will need to comply with
these and other new requirements. If we cannot comply with, or if we incur a violation of one or more of these
requirements, some customers may be limited in their ability to purchase our products, particularly our cloud
products. Growth could be harmed and we could incur significant liabilities.
In addition to government regulation, privacy advocates and industry groups may propose new and different
self-regulatory standards that either legally or contractually apply to us. Further, our customers may require us to
comply with more stringent privacy and data security contractual requirements or obtain certifications that we do not
currently have, and any failure to obtain these certifications could reduce the demand for our products and our
business may be harmed. If we were required to obtain additional industry certifications, we may incur significant
additional expenses and have to divert resources, which could slow the release of new products, all of which could
harm our ability to effectively compete.
The interpretation and application of many privacy and data protection laws are, and will likely remain,
uncertain, and it is possible that these laws may be interpreted and applied in a manner that is inconsistent with our
existing data management practices or product features. If so, in addition to the possibility of fines, lawsuits and
other claims and penalties, we could be required to fundamentally change our business activities and practices or
modify our products, which could harm our business. Any inability to adequately address privacy and data security
concerns or comply with applicable privacy or data security laws, regulations and policies could result in additional
cost and liability to us, damage our reputation, inhibit sales and harm our business.
Our global operations subject us to risks that can harm our business, results of operations and financial
condition.
A key element of our strategy is to operate globally and sell our products to customers around the world.
Operating globally requires significant resources and management attention and subjects us to regulatory,
18
economic, geographic and political risks. In particular, our global operations subject us to a variety of additional
risks and challenges, including:
•
•
•
•
•
•
•
•
•
•
•
increased management, travel, infrastructure and legal compliance costs associated with having
operations in many countries;
difficulties in enforcing contracts, including so-called “clickwrap” contracts that are entered into online, on
which we have historically relied as part of our product licensing strategy, but which may be subject to
additional legal uncertainty in some foreign jurisdictions;
increased financial accounting and reporting burdens and complexities;
requirements or preferences within other regions for domestic products, and difficulties in replacing
products offered by more established or known regional competitors;
differing technical standards, existing or future regulatory and certification requirements and required
features and functionality;
communication and integration problems related to entering and serving new markets with different
languages, cultures and political systems;
compliance with foreign privacy and security laws and regulations and the risks and costs of non-
compliance;
compliance with laws and regulations for foreign operations, including anti-bribery laws (such as the U.S.
Foreign Corrupt Practices Act, the U.S. Travel Act, and the U.K. Bribery Act), import and export control
laws, tariffs, trade barriers, economic sanctions, and other regulatory or contractual limitations on our
ability to sell our products in certain foreign markets, and the risks and costs of non-compliance;
heightened risks of unfair or corrupt business practices in certain geographies that may impact our
financial results and result in restatements of our consolidated financial statements;
fluctuations in currency exchange rates and related effects on our results of operations;
difficulties in repatriating or transferring funds from or converting currencies in certain countries;
• weak economic conditions which could arise in each country or region in which we operate or sell our
products, or general economic uncertainty around the world, including political and economic instability
created by the United Kingdom’s recent vote to leave the European Union;
•
•
•
•
•
differing labor standards, including restrictions related to, and the increased cost of, terminating
employees in some countries;
difficulties in recruiting and hiring employees in certain countries;
the preference for localized software and licensing programs and localized language support;
reduced protection for intellectual property rights in some countries and practical difficulties associated
with enforcing our legal rights abroad; and
compliance with the laws of numerous foreign taxing jurisdictions, including withholding obligations, and
overlapping of different tax regimes.
Compliance with laws and regulations applicable to our global operations substantially increases our cost of
doing business in foreign jurisdictions. We may be unable to keep current with changes in government
requirements as they change from time to time. Failure to comply with these regulations could harm our business.
In many countries, it is common for others to engage in business practices that are prohibited by our internal
policies and procedures or other regulations applicable to us. Although we have implemented policies and
procedures designed to ensure compliance with these laws and policies, there can be no assurance that all of our
employees, contractors, partners and agents will comply with these laws and policies. Violations of laws or key
control policies by our employees, contractors, partners or agents could result in delays in revenue recognition,
financial reporting misstatements, enforcement actions, reputational harm, disgorgement of profits, fines, civil and
criminal penalties, damages, injunctions, other collateral consequences or the prohibition of the importation or
exportation of our products and could harm our business, results of operations and financial condition.
19
We depend on our executive officers and other key employees and the loss of one or more of these
employees or an inability to attract and retain highly skilled employees could harm our business.
Our success depends largely upon the continued services of our executive officers and key employees. We
rely on our leadership team and other key employees in the areas of research and development, products, strategy,
operations, security, marketing, IT, support and general and administrative functions. From time to time, there may
be changes in our executive management team resulting from the hiring or departure of executives, which could
disrupt our business. In addition, we do not have employment agreements with our executive officers or other key
personnel that require them to continue to work for us for any specified period and, therefore, they could terminate
their employment with us at any time. The loss of one or more of our executive officers, especially our Co-Chief
Executive Officers, or key employees could harm our business.
In addition, in order to execute our growth plan, we must attract and retain highly qualified personnel.
Competition for these personnel in Sydney, Australia, the San Francisco Bay Area, and in other locations where we
maintain offices, is intense, especially for engineers experienced in designing and developing software and cloud-
based services. We have from time to time experienced, and we expect to continue to experience, difficulty hiring
and retaining employees with appropriate qualifications. In particular, recruiting and hiring senior product
engineering personnel has been, and we expect to continue to be, challenging. If we are unable to hire talented
product engineering personnel, we may be unable to scale our operations or release new products in a timely
fashion and, as a result, customer satisfaction with our products may decline.
Many of the companies with which we compete for experienced personnel have greater resources than we
have. If we hire employees from competitors or other companies, these employers may attempt to assert that the
employees or we have breached certain legal obligations, resulting in a diversion of our time and resources. In
addition, job candidates and existing employees often consider the value of the equity awards they receive in
connection with their employment. If the value or perceived value of our equity awards declines, it may harm our
ability to recruit and retain highly skilled employees. If we fail to attract new personnel or fail to retain and motivate
our current personnel, our business, results of operations and financial condition could be harmed.
Our corporate values have contributed to our success, and if we cannot maintain these values as we grow,
we could lose the innovative approach, creativity and teamwork fostered by our values and our business
could be harmed.
We believe that a critical contributor to our success has been our corporate values, which we believe foster
innovation, teamwork and an emphasis on customer-focused results. In addition, we believe that our values create
an environment that drives and perpetuates our product strategy and low-cost distribution approach. As we grow
and develop the infrastructure of a public company, we may find it difficult to maintain our corporate values. Any
failure to preserve our values could harm our future success, including our ability to retain and recruit personnel,
innovate and operate effectively and execute on our business strategy.
We face exposure to foreign currency exchange rate fluctuations.
While we sell our products exclusively in U.S. dollars, we incur expenses in currencies other than the U.S.
dollar, which exposes us to foreign currency exchange rate fluctuations. A large percentage of our expenses are
denominated in the Australian dollar, and fluctuations could have a material negative impact on our results of
operations. Moreover, our subsidiaries, other than our U.S. subsidiaries, maintain net assets that are denominated
in currencies other than the U.S. dollar. In addition, in the future, we may transact in non-U.S. dollar currencies for
our products, and, accordingly, future changes in the value of non-U.S. dollar currencies relative to the U.S. dollar
could affect our revenue and results of operations due to transactional and translational remeasurements that are
reflected in our results of operations.
Beginning July 1, 2016, we initiated a foreign exchange hedging program to hedge a portion of certain
exposures to fluctuations in non-U.S. dollar currency exchange rates. We use derivative instruments, such as
foreign currency forward contracts, to hedge the exposures. The use of such hedging instruments may not fully
offset the adverse financial effects of unfavorable movements in foreign currency exchange rates over the limited
time the hedges are in place. Moreover, the use of hedging instruments may introduce additional risks if we are
unable to structure effective hedges with such instruments or if we are unable to forecast hedged exposures
accurately.
20
We are subject to government regulation, including import, export, economic sanctions and anti-corruption
laws and regulations, that may expose us to liability and increase our costs.
Various of our products are subject to U.S. export controls, including the U.S. Department of Commerce’s
Export Administration Regulations and economic and trade sanctions regulations administered by the U.S. Treasury
Department’s Office of Foreign Assets Controls. These regulations may limit the export of our products and
provision of our services outside of the United States, or may require export authorizations, including by license, a
license exception or other appropriate government authorizations, including annual or semi-annual reporting and
the filing of an encryption registration. Export control and economic sanctions laws may also include prohibitions on
the sale or supply of certain of our products to embargoed or sanctioned countries, regions, governments, persons
and entities. In addition, various countries regulate the importation of certain products, through import permitting
and licensing requirements, and have enacted laws that could limit our ability to distribute our products. The
exportation, reexportation, and importation of our products and the provision of services, including by our partners,
must comply with these laws or else we may be adversely affected, through reputational harm, government
investigations, penalties, and a denial or curtailment of our ability to export our products or provide services.
Complying with export control and sanctions laws can be time consuming and complex and may result in the delay
or loss of sales opportunities. Although we take precautions to prevent our products from being provided in violation
of such laws, we are aware of previous exports of certain of our products to a small number of persons and
organizations that are the subject of U.S. sanctions or located in countries or regions subject to U.S. sanctions. If
we are found to be in violation of U.S. sanctions or export control laws, it could result in substantial fines and
penalties for us and for the individuals working for us. Changes in export or import laws or corresponding sanctions,
may delay the introduction and sale of our products in international markets, or, in some cases, prevent the export
or import of our products to certain countries, regions, governments, persons or entities altogether, which could
adversely affect our business, financial condition and results of operations.
We are also subject to various domestic and international anti-corruption laws, such as the U.S. Foreign
Corrupt Practices Act and the U.K. Bribery Act, as well as other similar anti-bribery and anti-kickback laws and
regulations. These laws and regulations generally prohibit companies and their employees and intermediaries from
authorizing, offering or providing improper payments or benefits to officials and other recipients for improper
purposes. We rely on certain third parties to support our sales and regulatory compliance efforts and can be held
liable for their corrupt or other illegal activities, even if we do not explicitly authorize or have actual knowledge of
such activities. Although we take precautions to prevent violations of these laws, our exposure for violating these
laws increases as our international presence expands and as we increase sales and operations in foreign
jurisdictions.
We recognize certain revenue streams over the term of our subscription and maintenance contracts.
Consequently, downturns in new sales may not be immediately reflected in our results of operations and
may be difficult to discern.
We generally recognize subscription and maintenance revenue from customers ratably over the terms of
their contracts. As a result, a significant portion of the revenue we report in each quarter is derived from the
recognition of deferred revenue relating to subscription and maintenance plans entered into during previous
quarters. Consequently, a decline in new or renewed licenses, subscriptions and maintenance plans in any single
quarter may only have a small impact on our revenue results for that quarter. However, such a decline will
negatively affect our revenue in future quarters. Accordingly, the effect of significant downturns in sales and market
acceptance of our products, and potential changes in our pricing policies or rate of expansion or retention, may not
be fully reflected in our results of operations until future periods. We may also be unable to reduce our cost
structure in line with a significant deterioration in sales. In addition, a significant majority of our costs are expensed
as incurred, while a significant portion of our revenue is recognized over the life of the agreement with our
customer. As a result, increased growth in the number of our customers could continue to result in our recognition of
more costs than revenue in the earlier periods of the terms of certain of our customer agreements. Our subscription
and maintenance revenue also makes it more difficult for us to rapidly increase our revenue through additional
sales in any period, as revenue from certain new customers must be recognized over the applicable term.
If we fail to integrate our products with a variety of operating systems, software applications, platforms and
hardware that are developed by others, our products may become less marketable, less competitive, or
obsolete and our results of operations would be harmed.
Our products must integrate with a variety of network, hardware, and software platforms, and we need to
continuously modify and enhance our products to adapt to changes in hardware, software, networking, browser and
database technologies. In particular, we have developed our products to be able to easily integrate with third-party
21
applications, including the applications of software providers that compete with us, through the interaction of
application programming interfaces, or APIs. In general, we rely on the fact that the providers of such software
systems continue to allow us access to their APIs to enable these customer integrations. To date, we have not
relied on long-term written contracts to govern our relationship with these providers. Instead, we are subject to the
standard terms and conditions for application developers of such providers, which govern the distribution, operation
and fees of such software systems, and which are subject to change by such providers from time to time. Our
business may be harmed if any provider of such software systems:
•
discontinues or limits our access to its APIs;
• modifies its terms of service or other policies, including fees charged to, or other restrictions on us or
other application developers;
•
•
•
changes how customer information is accessed by us or our customers;
establishes more favorable relationships with one or more of our competitors; or
develops or otherwise favors its own competitive offerings over ours.
We believe a significant component of our value proposition to customers is the ability to optimize and
configure our products with these third-party applications through our respective APIs. If we are not permitted or
able to integrate with these and other third-party applications in the future, demand for our products could decline
and our business and results of operations would be harmed.
In addition, an increasing number of organizations and individuals within organizations are utilizing mobile
devices to access the Internet and corporate resources and to conduct business. We have designed and continue
to design mobile applications to provide access to our products through these devices. If we cannot provide
effective functionality through these mobile applications as required by organizations and individuals that widely use
mobile devices, we may experience difficulty attracting and retaining customers. Failure of our products to operate
effectively with future infrastructure platforms and technologies could also reduce the demand for our products,
resulting in customer dissatisfaction and harm to our business. If we are unable to respond to changes in a cost-
effective manner, our products may become less marketable, less competitive or obsolete and our results of
operations may be harmed.
We may be sued by third parties for alleged infringement or misappropriation of their proprietary rights.
There is considerable patent and other intellectual property development activity in our industry. Our future
success depends in part on not infringing upon or misappropriating the intellectual property rights of others. From
time to time, our competitors or other third parties have claimed or may claim that we are infringing upon or
misappropriating their intellectual property rights, and we may be found to be infringing upon or misappropriating
such rights. We may be unaware of the intellectual property rights of others that may cover some or all of our
technology, or technology that we obtain from third parties. Any claims or litigation could cause us to incur
significant expenses and, if successfully asserted against us, could require that we pay substantial damages or
ongoing royalty payments, prevent us from offering our products or using certain technologies, require us to
implement expensive work-arounds or require that we comply with other unfavorable terms. In the case of
infringement or misappropriation caused by technology that we obtain from third parties, any indemnification or
other contractual protections we obtain from such third parties, if any, may be insufficient to cover the liabilities we
incur as a result of such infringement or misappropriation. We may also be obligated to indemnify our customers or
business partners in connection with any such claims or litigation and to obtain licenses, modify our products or
refund fees, which could further exhaust our resources. In addition, we may incur substantial costs to resolve claims
or litigation, whether or not successfully asserted against us, which could include payment of significant settlement,
royalty or license fees, modification of our products or refunds to customers of fees. Even if we were to prevail in
the event of claims or litigation against us, any claim or litigation regarding our intellectual property could be costly
and time-consuming and divert the attention of our management and other employees from our business operations
and disrupt our business.
22
Indemnity provisions in various agreements potentially expose us to substantial liability for intellectual
property infringement and other losses.
Our agreements with customers and other third parties may include indemnification or other provisions under
which we agree to indemnify or otherwise be liable to them for losses suffered or incurred as a result of claims of
intellectual property infringement, damages caused by us to property or persons, or other liabilities relating to or
arising from our products or other acts or omissions. The term of these contractual provisions often survives
termination or expiration of the applicable agreement. Large indemnity payments or damage claims from
contractual breach could harm our business, results of operations and financial condition. Although we normally
contractually limit our liability with respect to such obligations, we may still incur substantial liability related to them.
Any dispute with a customer with respect to such obligations could have adverse effects on our relationship with
that customer and other current and prospective customers, reduce demand for our products, damage our
reputation and harm our business, results of operations and financial condition.
We use open source software in our products that may subject our products to general release or require
us to re-engineer our products, which may harm our business.
We use open source software in our products and expect to continue to use open source software in the
future. There are uncertainties regarding the proper interpretation of and compliance with open source software
licenses. Consequently, there is a risk that the owners of the copyrights in such open source software may claim
that the open source licenses governing their use impose certain conditions or restrictions on our ability to use the
software that we did not anticipate. Such owners may seek to enforce the terms of the applicable open source
license, including by demanding release of the source code for the open source software, derivative works of such
software, or, in some cases, our proprietary source code that uses or was developed using such open source
software. These claims could also result in litigation, require us to purchase a costly license or require us to devote
additional research and development resources to change our products, any of which could result in additional cost
and liability to us, reputational damage and harm to our business and results of operations. In addition, if the license
terms for the open source software we utilize change, we may be forced to re-engineer our products or incur
additional costs to comply with the changed license terms or to replace the affected open source software. Although
we have implemented policies and tools to regulate the use and incorporation of open source software into our
products, we cannot be certain that we have not incorporated open source software in our products in a manner
that is inconsistent with such policies.
Any failure to protect our intellectual property rights could impair our ability to protect our proprietary
technology and our brand.
Our success and ability to compete depend in part upon our intellectual property. We primarily rely on a
combination of patent, copyright, trade secret and trademark laws, trade secret protection and confidentiality or
license agreements with our employees, customers, partners and others to protect our intellectual property rights.
However, the steps we take to protect our intellectual property rights may be inadequate. We make business
decisions about when to seek patent protection for a particular technology and when to rely upon trade secret
protection, and the approach we select may ultimately prove to be inadequate. Even in cases where we seek patent
protection, there is no assurance that the resulting patents will effectively protect every significant feature of our
products. In addition, we believe that the protection of our trademark rights is an important factor in product
recognition, protecting our brand and maintaining goodwill. If we do not adequately protect our rights in our
trademarks from infringement, any goodwill that we have developed in those trademarks could be lost or impaired,
which could harm our brand and our business. In any event, in order to protect our intellectual property rights, we
may be required to spend significant resources to monitor and protect these rights.
For example, in order to promote the transparency and adoption of our downloadable software, we provide
our customers with the ability to request a copy of the source code of those products, which they may customize for
their internal use under limited license terms, subject to confidentiality and use restrictions. If any of our customers
misuses or distributes our source code in violation of our agreements with them, or anyone else obtains access to
our source code, it could cost us significant time and resources to enforce our rights and remediate any resulting
competitive harms.
Litigation brought to protect and enforce our intellectual property rights could be costly, time consuming and
distracting to management. Furthermore, our efforts to enforce our intellectual property rights may be met with
defenses, counterclaims and countersuits attacking the validity and enforceability of our intellectual property rights,
which could result in the impairment or loss of portions of our intellectual property rights. Our failure to secure,
protect and enforce our intellectual property rights could harm our brand and our business.
23
We may require additional capital to support our operations or the growth of our business and we cannot
be certain that we will be able to secure this capital on favorable terms, or at all.
We may require additional capital to respond to business opportunities, challenges, acquisitions, a decline in
the level of license, subscription or maintenance revenue for our products, or other unforeseen circumstances. We
may not be able to timely secure debt or equity financing on favorable terms, or at all. Any debt financing obtained
by us could involve restrictive covenants relating to financial and operational matters, which may make it more
difficult for us to obtain additional capital and to pursue business opportunities, including potential acquisitions. If we
raise additional funds through further issuances of equity, convertible debt securities or other securities convertible
into equity, our existing shareholders could suffer significant dilution in their percentage ownership of Atlassian, and
any new equity securities we issue could have rights, preferences and privileges senior to those of holders of our
Class A ordinary shares. If we are unable to obtain adequate financing or financing on terms satisfactory to us,
when we require it, our ability to continue to grow or support our business and to respond to business challenges
could be significantly limited.
Taxing authorities may successfully assert that we should have collected or in the future should collect
sales and use, value-added or similar taxes, and we could be subject to liability with respect to past or
future sales, which could harm our results of operations.
We do not collect sales and use, value-added and similar taxes in all jurisdictions in which we have sales,
based on our understanding that such taxes are not applicable. Sales and use, value-added and similar tax laws
and rates vary greatly by jurisdiction. Certain jurisdictions in which we do not collect such taxes may assert that
such taxes are applicable, which could result in tax assessments, penalties, and interest, and we may be required
to collect such taxes in the future. Such tax assessments, penalties and interest, or future requirements may harm
our results of operations.
Our global operations and structure subject us to potentially adverse tax consequences.
We generally conduct our global operations through subsidiaries and report our taxable income in various
jurisdictions worldwide based upon our business operations in those jurisdictions. A change in our global operations
could result in higher effective tax rates, reduced cash flows and lower overall profitability. In particular, our
intercompany relationships are subject to complex transfer pricing regulations administered by taxing authorities in
various jurisdictions. The relevant revenue and taxing authorities may disagree with positions we have taken
generally, or our determinations as to the value of assets sold or acquired or income and expenses attributable to
specific jurisdictions. In addition, in the ordinary course of our business we are subject to tax audits from various
taxing authorities. If such a disagreement were to occur, and our position was not sustained, or if a tax audit
resulted in an adverse finding, we could be required to pay additional taxes, interest and penalties, which could
result in one-time tax charges, higher effective tax rates, reduced cash flows and lower overall profitability of our
operations.
Certain government agencies in jurisdictions where we do business have had an extended focus on issues
related to the taxation of multinational companies. In addition, the Organization for Economic Co-operation and
Development has completed the base erosion and profit shifting project which seeks to establish certain
international standards for taxing the worldwide income of multinational companies. The measures have been
endorsed by the leaders of the world’s 20 largest economies. As a result of these developments, the tax laws of
certain countries in which we do business could change on a prospective or retroactive basis, and any such
changes could increase our liabilities for taxes, interest and penalties, and therefore could harm our cash flows,
results of operations and financial position.
Changes in laws and regulations related to the Internet or changes in the Internet infrastructure itself may
diminish the demand for our products, and could harm our business.
The future success of our business depends upon the continued use of the Internet as a primary medium for
commerce, communication, and business applications. Federal, state, or foreign government bodies or agencies
have in the past adopted, and may in the future adopt, laws or regulations affecting the use of the Internet as a
commercial medium. Changes in these laws or regulations could require us to modify our products in order to
comply with these changes. In addition, government agencies or private organizations have imposed and may
impose additional taxes, fees, or other charges for accessing the Internet or commerce conducted via the Internet.
These laws or charges could limit the growth of Internet-related commerce or communications generally, or result in
reductions in the demand for Internet-based products such as ours. In addition, the use of the Internet as a
business tool could be harmed due to delays in the development or adoption of new standards and protocols to
24
handle increased demands of Internet activity, security, reliability, cost, ease-of-use, accessibility, and quality of
service. The performance of the Internet and its acceptance as a business tool has been harmed by “viruses,”
“worms,” and similar malicious programs and the Internet has experienced a variety of outages and other delays as
a result of damage to portions of its infrastructure. If the use of the Internet is adversely affected by these issues,
demand for our products could decline.
We are exposed to credit risk and fluctuations in the market values of our investment portfolio.
Given the global nature of our business, we have diversified U.S. and non-U.S. investments. Credit ratings
and pricing of our investments can be negatively affected by liquidity, credit deterioration, financial results,
economic risk, political risk, sovereign risk or other factors. As a result, the value and liquidity of our investments
may fluctuate substantially. Therefore, although we have not realized any significant losses on our investments,
future fluctuations in their value could result in a significant realized loss.
Catastrophic events may disrupt our business.
Natural disasters or other catastrophic events may cause damage or disruption to our operations,
international commerce and the global economy, and thus could harm our business. We have a large employee
presence in the San Francisco Bay Area, California and we operate or utilize data centers that are located in
northern California and Virginia. The west coast of the United States contains active earthquake zones. In the event
of a major earthquake, hurricane or catastrophic event such as fire, power loss, telecommunications failure, cyber-
attack, war or terrorist attack, we may be unable to continue our operations and may endure system interruptions,
reputational harm, delays in our application development, lengthy interruptions in our products, breaches of data
security and loss of critical data, all of which could harm our business, results of operations and financial condition.
Additionally, we rely on our network and third-party infrastructure and applications, internal technology
systems, and our websites for our development, marketing, operational support, hosted services and sales
activities. If these systems were to fail or be negatively impacted as a result of a natural disaster or other event, our
ability to deliver products to our customers would be impaired.
As we grow our business, the need for business continuity planning and disaster recovery plans will grow in
significance. If we are unable to develop adequate plans to ensure that our business functions continue to operate
during and after a disaster, and successfully execute on those plans in the event of a disaster or emergency, our
business and reputation would be harmed.
If we are deemed to be an investment company under the Investment Company Act, our results of
operations could be harmed.
We are not registered as an investment company under the Investment Company Act of 1940, as amended
(“Investment Company Act”) as we believe that we the meet all the requirements for exemption provided under Rule
3a-8 under the Investment Company Act. If we were obligated to register as an investment company, we would
have to comply with a variety of substantive requirements under the Investment Company Act that impose, among
other things, limitations on capital structure, restrictions on specified investments, prohibitions on transactions with
affiliates, and compliance with reporting, record keeping, voting, proxy disclosure and other rules and regulations
that would increase our operating expenses and may harm our results of operations.
Adverse economic conditions could negatively impact our business.
Our results of operations may vary based on the impact of changes in our industry or the global economy on
us or our customers. Our business depends on demand for business software applications generally and for
collaboration software solutions in particular. In addition, the market adoption of our products and our revenue is
dependent on the number of users of our products. To the extent that weak economic conditions reduce the number
of personnel providing development or engineering services or that limit the available budgets within organizations
for software products, demand for our products may be harmed. If economic conditions deteriorate, our customers
and prospective customers may elect to decrease their information technology budgets, which would limit our ability
to grow our business and harm our results of operations.
25
Risks Related to Ownership of Our Class A Ordinary Shares
The dual class structure of our ordinary shares has the effect of concentrating voting control with certain
shareholders, in particular, our Co-Chief Executive Officers and their affiliates, which will limit your ability
to influence the outcome of important transactions, including a change in control.
Our Class B ordinary shares have ten votes per share and our Class A ordinary shares have one vote per
share. As of June 30, 2017, shareholders who hold our Class B ordinary shares collectively hold approximately 94%
of the voting power of our outstanding share capital and in particular, our Co-Chief Executive Officers, Messrs.
Cannon-Brookes and Farquhar, collectively hold approximately 93% of the voting power of our outstanding share
capital. The holders of our Class B ordinary shares will collectively continue to control a majority of the combined
voting power of our share capital and therefore be able to control substantially all matters submitted to our
shareholders for approval so long as our Class B ordinary shares represent at least 10% of all of our outstanding
Class A ordinary shares and Class B ordinary shares in the aggregate. These holders of our Class B ordinary
shares may also have interests that differ from holders of our Class A ordinary shares and may vote in a way which
may be adverse to such interests. This concentrated control may have the effect of delaying, preventing or deterring
a change in control of Atlassian, could deprive our shareholders of an opportunity to receive a premium for their
shares as part of a sale of Atlassian and might ultimately affect the market price of our Class A ordinary shares.
Future transfers by holders of our Class B ordinary shares will generally result in those shares converting
into our Class A ordinary shares, subject to limited exceptions, such as certain transfers effected for estate planning
purposes. The conversion of our Class B ordinary shares into our Class A ordinary shares will have the effect, over
time, of increasing the relative voting power of those holders of Class B ordinary shares who retain their shares in
the long term. If, for example, Messrs. Cannon-Brookes and Farquhar retain a significant portion of their holdings of
our Class B ordinary shares for an extended period of time, they will control a significant portion of the voting power
of our share capital for the foreseeable future. As members of our board of directors, Messrs. Cannon-Brookes and
Farquhar each owe statutory and fiduciary duties to Atlassian and must act in good faith and in a manner they
consider would be most likely to promote the success of Atlassian for the benefit of shareholders as a whole. As
shareholders, Messrs. Cannon-Brookes and Farquhar are entitled to vote their shares in their own interests, which
may not always be in the interests of our shareholders generally.
The market price of our Class A ordinary shares may be volatile or may decline regardless of our operating
performance resulting in substantial losses for our Class A ordinary shareholders.
The trading price of our Class A ordinary shares is volatile and could continue to fluctuate significantly
regardless of our operating performance. The market price of our Class A ordinary shares may fluctuate significantly
in response to numerous factors, many of which are beyond our control, including:
•
•
•
•
•
•
•
•
actual or anticipated fluctuations in our results of operations;
the financial projections we may provide to the public, any changes in these projections or our failure to
meet these projections;
failure of securities analysts to initiate or maintain coverage of Atlassian, publication of inaccurate or
unfavorable research about our business, changes in financial estimates or ratings changes by any
securities analysts who follow Atlassian or our failure to meet these estimates or the expectations of
investors;
announcements by us or our competitors of significant technical innovations, new products, acquisitions,
strategic partnerships, joint ventures or capital commitments;
changes in operating performance and stock market valuations of other technology companies
generally, or those in our industry in particular;
price and volume fluctuations in the overall stock market from time to time, including as a result of trends
in the economy as a whole;
actual or anticipated developments in our business or our competitors’ businesses or the competitive
landscape generally;
developments or disputes concerning our intellectual property or our products, or third-party proprietary
rights;
•
changes in accounting standards, policies, guidelines, interpretations or principles;
26
•
•
•
•
•
new laws or regulations, new interpretations of existing laws, or the new application of existing
regulations to our business;
any major change in our board of directors or management;
additional Class A ordinary shares being sold into the market by us or our existing shareholders or the
anticipation of such sales;
lawsuits threatened or filed against us; and
other events or factors, including those resulting from war, incidents of terrorism, or responses to these
events.
In addition, the stock markets, and in particular the market on which our Class A ordinary shares are listed,
have experienced extreme price and volume fluctuations that have affected and continue to affect the market prices
of equity securities of many technology companies. Stock prices of many technology companies have fluctuated in
a manner unrelated or disproportionate to the operating performance of those companies. In the past, shareholders
have instituted securities class action litigation following periods of market volatility. If we were to become involved
in securities litigation, it could subject us to substantial costs, divert resources and the attention of management
from operating our business, and harm our business, results of operations and financial condition.
Substantial future sales of our Class A ordinary shares could cause the market price of our Class A
ordinary shares to decline.
The market price of our Class A ordinary shares could decline as a result of substantial sales of our Class A
ordinary shares, particularly sales by our directors, executive officers and significant shareholders, or the perception
in the market that holders of a large number of shares intend to sell their shares. As of June 30, 2017, we had
93,194,373 outstanding Class A ordinary shares and 135,283,942 outstanding Class B ordinary shares.
We have also registered Class A ordinary shares that we issue under our employee equity incentive plans.
These shares may be sold freely in the public market upon issuance.
Certain holders of our Class A ordinary shares and our Class B ordinary shares, including our founders, have
rights, subject to certain conditions, to require us to file registration statements covering their shares or to include
their shares in registration statements that we may file for ourselves or our shareholders. Sales of our Class A
ordinary shares pursuant to these registration rights may make it more difficult for us to sell equity securities in the
future at a time and at a price that we deem appropriate. These sales also could cause the market price of our
Class A ordinary shares to fall and make it more difficult for our investors to sell our Class A ordinary shares at a
price that they deem appropriate.
The requirements of being a public company may strain our resources, divert management’s attention, and
affect our ability to attract and retain executive officers and qualified board members.
We are subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), the Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act of
2010, the listing requirements of NASDAQ Global Select Market and other applicable securities rules and
regulations. Compliance with these rules and regulations has increased our legal and financial compliance costs,
making some activities more difficult, time-consuming, and costly, and has increased demand on our systems and
resources. Such demands would likely continue to increase, particularly if we were to lose our status as a “foreign
private issuer” as discussed below. The Exchange Act requires, among other things, that we file annual reports with
respect to our business and results of operations. The Sarbanes-Oxley Act requires, among other things, that we
maintain effective disclosure controls and procedures and internal control over financial reporting. In order to
maintain and, if required, improve our disclosure controls and procedures and internal control over financial
reporting to meet this standard, significant resources and management oversight is required. As a result of the
complexity involved in complying with the rules and regulations applicable to public companies, our management’s
attention may be diverted from other business concerns, which could harm our business, results of operations and
financial condition. In addition, the pressures of operating a public company may divert management’s attention to
delivering short-term results, instead of focusing on long-term strategy.
As a public company it is more expensive for us to maintain adequate director and officer liability insurance,
and we may be required to accept reduced coverage or incur substantially higher costs to obtain coverage. These
factors could also make it more difficult for us to attract and retain qualified members of our board of directors,
27
particularly to serve on our audit committee and compensation and leadership development committee, and
qualified executive officers.
If we are unable to implement and maintain effective internal control over financial reporting in the future,
investors may lose confidence in the accuracy and completeness of our financial reports and the market
price of our Class A ordinary shares may be harmed.
As a public company, we are required to maintain internal controls over financial reporting and to report any
material weaknesses in such internal controls. We are required to furnish a report by management on the
effectiveness of our internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act. If
we identify material weaknesses in our internal control over financial reporting, if we are unable to comply with the
requirements of Section 404 in a timely manner or assert that our internal control over financial reporting is
effective, or if our independent registered public accounting firm is unable to express an opinion as to the
effectiveness of our internal control over financial reporting, investors may lose confidence in the accuracy and
completeness of our financial reports and the market price of Class A ordinary shares could be negatively affected,
and we could become subject to investigations by the stock exchange on which our securities are listed, the
Securities and Exchange Commission (“SEC”) or other regulatory authorities, which could require additional
financial and management resources.
We do not expect to declare dividends in the foreseeable future.
We currently anticipate that we will retain future earnings for the development, operation and expansion of
our business, and do not anticipate declaring or paying any cash dividends for the foreseeable future. Any return to
shareholders will therefore be limited to the increase, if any, of our share price, which may never occur.
Risks Related to being a Foreign Private Issuer or an English Company
As a foreign private issuer, we are permitted to report our financial results under IFRS, are exempt from
certain rules under the U.S. securities laws and are permitted to file less information with the SEC than a
U.S. company and our Class A ordinary shares are not listed, and we do not intend to list our shares, on
any market in the United Kingdom, our country of incorporation. This may limit the information available to
holders of our Class A ordinary shares.
We are a “foreign private issuer,” as defined in the SEC’s rules and regulations and, consequently, we are
not subject to all of the disclosure requirements applicable to public companies organized within the United States.
For example, we are exempt from certain rules under the Exchange Act that regulate disclosure obligations and
procedural requirements related to the solicitation of proxies, consents or authorizations applicable to a security
registered under the Exchange Act, including the U.S. proxy rules under Section 14 of the Exchange Act. In
addition, our officers and directors are exempt from the reporting and “short-swing” profit recovery provisions of
Section 16 of the Exchange Act and related rules with respect to their purchases and sales of our securities.
Moreover, while we have been, and expect to continue to, voluntarily submit quarterly interim consolidated financial
data to the SEC under cover of the SEC’s Form 6-K, we will not be required to file periodic reports and financial
statements with the SEC as frequently or as promptly as U.S. public companies and will not be required to file
quarterly reports on Form 10-Q or current reports on Form 8-K under the Exchange Act. If some investors find our
Class A ordinary shares less attractive because of these exemptions, there may be a less active trading market for
our Class A ordinary shares and our share price may be more volatile.
Furthermore, our shares are not listed and we do not currently intend to list our shares on any market in the
United Kingdom, our country of incorporation. As a result, we are not subject to the reporting and other
requirements of companies listed in the United Kingdom. Accordingly, there will be less publicly available
information concerning Atlassian than there would be if we were a public company organized in the United States.
In addition, we report our financial statements under IFRS. There have been and there may in the future be
certain significant differences between IFRS and GAAP, including differences related to revenue recognition, share-
based compensation expense, income tax and earnings per share. As a result, our financial information and
reported earnings for historical or future periods could be significantly different if they were prepared in accordance
with GAAP. As a result, you may not be able to meaningfully compare our financial statements under IFRS with
those companies that prepare financial statements under GAAP.
28
As a foreign private issuer, we are permitted to follow certain home country corporate governance
practices in lieu of certain requirements under the NASDAQ listing standards. This may afford less
protection to holders of our Class A ordinary shares than U.S. regulations.
As a foreign private issuer whose shares are listed on the NASDAQ Global Select Market, we are permitted
to follow English corporate law and the Companies Act 2006 (“Companies Act”) with regard to certain aspects of
corporate governance in lieu of certain requirements under the NASDAQ listing standards.
A foreign private issuer must disclose in its annual reports filed with the SEC each requirement under the
NASDAQ listing standards with which it does not comply, followed by a description of its applicable home country
practice. Our home country practices differ in significant respects from the corporate governance requirements
applicable to U.S. domestic issuers listed on the NASDAQ Global Select Market and may, therefore, afford less
protection to holders of our Class A ordinary shares.
We may rely on exemptions available under the NASDAQ listing standards to a foreign private issuer and
follow our home country practices in the future, and as a result, you may not be provided with the benefits of certain
corporate governance requirements of the NASDAQ listing standards.
We may lose our foreign private issuer status in the future, which could result in significant additional cost
and expense.
In order to maintain our current status as a foreign private issuer, either (1) a majority of voting power of our
shares must be either directly or indirectly owned of record by non-residents of the United States or (2) (a) a
majority of our executive officers or directors must not be U.S. citizens or residents, (b) more than 50% of our
assets cannot be located in the United States, and (c) our business must be administered principally outside the
United States. If we lost this status, we would be required to comply with the Exchange Act reporting and other
requirements applicable to U.S. domestic issuers, which are more detailed and extensive than the requirements for
foreign private issuers. We would also be required under current SEC rules to prepare our financial statements in
accordance with GAAP and modify certain of our corporate governance practices in accordance with various SEC
rules and the NASDAQ listing standards. The regulatory and compliance costs to us under U.S. securities laws if
we are required to comply with the reporting requirements applicable to a U.S. domestic issuer will likely be higher
than the cost we would incur as a foreign private issuer. As a result, we expect that a loss of foreign private issuer
status would increase our legal and financial compliance costs. We also expect that if we were required to comply
with the rules and regulations applicable to U.S. domestic issuers, it would make it more difficult and expensive for
us to obtain director and officer liability insurance. These rules and regulations could also make it more difficult for
us to attract and retain qualified members of our board of directors.
Provisions contained in our articles of association and under the laws of England may frustrate or prevent
an attempt to obtain control of us.
Provisions in our articles of association, as amended and restated, may have the effect of delaying or
preventing a change of control or changes in our management. Our amended and restated articles of association
include provisions that:
•
•
specify that general meetings of our shareholders can be called only by our board of directors, the chair
of our board of directors, or one of our Co-Chief Executive Officers (or otherwise by shareholders in
accordance with the Companies Act); and
provide that vacancies on our board of directors may be filled only by a majority of directors then in
office, even though less than a quorum.
Provisions of the laws of England may also have the effect of delaying or preventing a change of control or
changes in our management. The Companies Act includes provisions that:
•
•
require that any action to be taken by our shareholders be effected at a duly called general meeting
(including the annual general meeting) and not by written consent; and
require the approval of the holders of at least 75% of the voting power of our outstanding shares to
amend the provisions of our articles of association.
These provisions may frustrate or prevent any attempts by our shareholders to replace or remove our current
management by making it more difficult for shareholders to replace members of our board of directors, which is
responsible for appointing the members of our management.
29
In addition, because we are a public limited company whose registered office is in the United Kingdom, we
may become subject to the U.K. City Code on Takeovers and Mergers (“Takeover Code”), which is issued and
administered by the U.K. Panel on Takeovers and Mergers (“Takeover Panel”). The Takeover Code applies, among
other things, to an offer for a public company whose registered office is in the United Kingdom and whose securities
are admitted to trading on a regulated market or multilateral trading facility in the United Kingdom (and for these
purposes NASDAQ does not fall within the definition of regulated market or multilateral trading facility), or to an offer
for a public company whose registered office is in the United Kingdom if Atlassian is considered by the Takeover
Panel to have its place of central management and control in the United Kingdom. Although we believe that the
Takeover Code does not apply to us, the Takeover Panel will be responsible for determining whether we have our
place of central management and control in the United Kingdom by looking at various factors, including the
structure of our board of directors and where they are resident.
If at the time of a takeover offer the Takeover Panel determines that we have our place of central
management and control in the United Kingdom, or if at that time we have our shares admitted to trading on a
regulated market or multilateral trading facility in the United Kingdom (or a regulated market in one or more member
states of the European Economic Area), we would be subject to a number of rules and restrictions, including but not
limited to the following: (1) our ability to enter into deal protection arrangements with a bidder would be extremely
limited; (2) we may not, without the approval of our shareholders, be able to perform certain actions that could have
the effect of frustrating an offer, such as issuing shares or carrying out acquisitions or disposals; and (3) we would
be obliged to provide equality of information to all bona-fide competing bidders.
The rights of our shareholders may differ from the rights typically offered to shareholders of a U.S.
corporation.
We are incorporated under English law. The rights of holders of Class A ordinary shares are governed by
English law, including the provisions of the Companies Act, and by our articles of association. These rights differ in
certain respects from the rights of shareholders in typical U.S. corporations organized under Delaware law.
Shareholders in certain jurisdictions may not be able to exercise their pre-emptive rights if we increase our
share capital.
Under the Companies Act, our shareholders generally have the right to subscribe and pay for a sufficient
number of our shares to maintain their relative ownership percentages prior to the issuance of any new shares in
exchange for cash consideration. Shareholders in certain jurisdictions may not be able to exercise their pre-emptive
rights unless securities laws have been complied with in such jurisdictions with respect to such rights and the
related shares, or an exemption from the requirements of the securities laws of these jurisdictions is available. We
currently do not intend to register the Class A ordinary shares under the laws of any jurisdiction other than the
United States, and no assurance can be given that an exemption from the securities laws requirements of other
jurisdictions will be available to shareholders in these jurisdictions. To the extent that such shareholders are not able
to exercise their pre-emptive rights, the pre-emptive rights would lapse and the proportional interests of such
shareholders would be reduced.
Further, the Companies Act provides that in certain circumstances the pre-emptive rights available to
shareholders can be overridden, including where there is an issue of shares for non-cash consideration or the
disapplication of the pre-emptive rights is approved by the holders of at least 75% of our outstanding shares. Our
shareholders have approved the disapplication of these pre-emptive rights for a period of five years from our fiscal
2016 annual shareholder meeting.
U.S. holders of our shares could be subject to material adverse tax consequences if we are considered a
“passive foreign investment company” for U.S. federal income tax purposes.
We do not believe that we are a passive foreign investment company, and we do not expect to become a
passive foreign investment company. However, our status in any taxable year will depend on our assets, income
and activities in each year, and because this is a factual determination made annually after the end of each taxable
year, there can be no assurance that we will not be considered a passive foreign investment company for the
current taxable year or any future taxable years. If we were a passive foreign investment company for any taxable
year while a taxable U.S. holder held our shares, such U.S. holder would generally be taxed at ordinary income
rates on any sale of our shares and on any dividends treated as “excess distributions.” An interest charge also
generally would apply based on any taxation deferred during such U.S. holder’s holding period in the shares.
30
U.S. investors may have difficulty enforcing civil liabilities against us, our directors or executive officers.
Under English law, a director owes various statutory and fiduciary duties to us, and not, except in certain
limited circumstances, to shareholders. This means that under English law generally we, rather than the
shareholders, are the proper claimant in an action in respect of a wrong done to us by a director. Notwithstanding
this general position, the Companies Act provides that a court may allow a shareholder to bring a derivative claim,
which is an action in respect of and on behalf of us, in respect of a cause of action arising from a director’s
negligence, default, breach of duty or breach of trust. The ability to bring a derivative claim is, however, subject to
compliance with a number of procedural requirements, which may in practice be difficult for shareholders to comply
with.
We are a public limited company incorporated under the laws of England. Certain of our directors and
executive officers reside outside the United States. In addition, a substantial portion of our assets and a substantial
portion of the assets of such directors and executive officers, are located outside the United States. As a result, it
may be difficult for an investor to serve legal process on us or our directors and executive officers or have any of
them appear in a U.S. court.
It may not be possible to bring proceedings or enforce a judgment of a U.S. court in respect of civil liabilities
predicated on the U.S. federal securities laws in England. The English courts will not enforce, either directly or
indirectly, a penal, revenue or other public law of a foreign state. In addition, awards of punitive damages in actions
brought in the United States or elsewhere may be unenforceable in England. An award of damages is usually
considered to be punitive if it does not seek to compensate the claimant for loss or damage suffered and is instead
intended to punish the defendant. In addition to public policy aspects of enforcement, the enforceability of any
judgment in England will depend on the particular facts of the case such as the nature of the judgment and whether
the English court considered the U.S. court to have had jurisdiction. It will also depend on the laws and treaties in
effect at that time. The United States and the United Kingdom do not currently have a treaty or convention providing
for the reciprocal recognition and enforcement of judgments, other than arbitration awards, in civil and commercial
matters. Therefore, to enforce a judgment of a U.S. court, the party seeking to enforce the judgment must bring an
action at common law in respect of the amount due under the judgment.
Item 4. INFORMATION ON THE COMPANY
A. History and Development of the Company
Corporate Information
Atlassian Corporation Plc was incorporated and registered in the United Kingdom in November 2013 as a
public company limited by shares. Our registered office is located at Exchange House, Primrose Street, London
EC2A 2EG, c/o Herbert Smith Freehills LLP. Our principal offices are located at Level 6, 341 George St., Sydney,
NSW, 2000 Australia for Atlassian Pty Ltd and at 1098 Harrison Street, San Francisco, California 94103 for
Atlassian, Inc.
Atlassian Corporation Plc is a holding company and we conduct substantially all of our business through
certain of our subsidiaries, including Atlassian Pty Ltd and Atlassian, Inc.
The principal laws and legislation under which we operate and under which the Class A ordinary shares and
Class B ordinary shares are issued is the Companies Act and the regulations made thereunder.
In February 2017, we acquired Trello, Inc. (“Trello”), a leading provider of project management and
organization software. The total purchase price was approximately $384.0 million, which consisted of approximately
$363.8 million in cash and $20.2 million for the fair value of exchanged unvested equity awards held by Trello
employees for unvested equity awards of the company. The acquisition of Trello expands our teamwork platform by
adding a complementary collaboration service to our existing project management, content creation and
communication products.
B. Business Overview
Our mission is to unleash the potential of every team.
31
Our products help teams organize, discuss and complete their work – delivering superior outcomes for their
organizations. We believe human advancement has always been driven by teamwork – from the great explorations
of earth and space to innovations in industry, medicine, music and technology. And while it’s common to celebrate
the individual genius behind a breakthrough idea, in nearly every case there is a team of unsung heroes that
actually gets the work done.
We also believe that the greatest lever teams have to advance humanity lies in the power of software
innovation. Software’s transformational impact is forcing organizations to use software to innovate, or face
disruption from competitors that do. Today, organizations in every industry are becoming software-driven. As a
result, the teams that imagine, create and deliver that software are more essential than ever.
Our company was founded in 2002 to help software teams work better together. But from the beginning, our
products were also designed to help developers collaborate with non-developer teams involved in software
innovation. As more non-developer teams have gained exposure to our products, and as we add to our portfolio
through research and development and acquisitions, teams are adopting and extending our products to novel use
cases, bringing our products to more users and business teams in their organizations. This trend has created an
expansive market opportunity for us.
Today, our products include JIRA for team planning and project management, Confluence for team content
creation and sharing, HipChat for team real-time messaging and communications, Trello for capturing and adding
structure to fluid, fast-forming work for teams, Bitbucket for team code sharing and management, and JIRA Service
Desk for team service and support applications. Together, our products form an integrated system for organizing,
discussing and completing shared work, becoming deeply entrenched in how people collaborate and how
organizations run. This allows us to operate at unusual scale for an enterprise software company, with more than
89,000 customers across virtually every industry sector in more than 185 countries as of June 30, 2017. Our
customers range from small organizations that have adopted one of our products for a small group of users, to over
300 of the Fortune 500, many of which use a multitude of our products across thousands of users.
We take a long-term view of our customer relationships and our opportunity. We recognize that users drive
the adoption and proliferation of our products and, as a result, we focus on enabling a self-service, low-friction
distribution model that makes it easy for users to try, adopt and use our products. We are relentlessly focused on
measuring and improving user satisfaction as we know that one happy user will beget another, thereby expanding
the large and organic word-of-mouth community that helps drive our growth.
The Atlassian Way
Our product strategy, distribution model and company culture work in concert to create unique value for our
customers and competitive advantages for our company.
We invest significantly in developing and refining versatile products that can be used in myriad ways, helping
teams achieve their full potential. Our products are easy to adopt and use, which allows them to be distributed
organically and efficiently.
Because our products are easy to purchase and are offered at affordable price points, they can be sold
through a high-velocity, low-friction online distribution model. This model allows us to generate demand from word-
of-mouth and viral expansion within organizations, rather than having to rely on a traditional sales infrastructure.
Our model is designed to operate at scale and serve millions of customers.
Our culture of innovation, transparency and dedication to our customers creates an environment that drives
and perpetuates our product leadership and highly automated, low-cost distribution approach, which further
reinforces our strategy and unique model.
Our Product Strategy
We have developed and acquired a broad portfolio of products that help teams large and small to organize,
discuss and complete their work in a new way that is coordinated, efficient and innovative. Our products, which
include JIRA, Confluence, HipChat, Trello, Bitbucket and JIRA Service Desk serve the needs of teams of software
developers, IT managers and knowledge workers. While these products provide a range of distinct functionality to
users, they share certain core attributes:
32
• Built for Teams - Our products are singularly designed to help teams work better together and achieve
more. We design products that help our customers communicate more effectively, be more transparent and
operate in a coordinated manner.
• Easy to Adopt and Use - We invest significantly in research and development to enable our products to be
both powerful and extremely easy to use. Our software is designed to be accessed from the Internet and
immediately put to work. By reducing the friction that usually accompanies the purchasing process of
business software and eliminating the need for complicated and costly implementation and training, we
believe we attract more people to try, buy and derive value from our software.
• Versatile and Adaptable - We design simple products that are useful in a broad range of workflows and
projects. We believe that our products can improve any process involving teams, multiple workstreams, and
deadlines. For example, JIRA Software, which enables software teams to plan, build and ship code, is also
used by thousands of our customers to manage workflows related to product design, supply chain
management, expense management and legal document review.
•
Integrated - Our products are integrated and designed to work well together. For example, an IT service
ticket generated in JIRA Service Desk can automatically trigger a notification to relevant parties via
HipChat, on both desktop and mobile devices, and the resolution of the ticket can be published in
Confluence, allowing others to easily access the related information and context.
• Open - We are dedicated to making our products open and interoperable with a range of other platforms
and applications, such as salesforce.com, Workday and Dropbox. In order to provide a platform for our
partners and to promote useful products for our users, in 2012 we introduced the Atlassian Marketplace, an
online marketplace that, as of June 30, 2017, features more than 3,000 add-ons and extensions to our
products created by a growing global network of independent developers and vendors. The Atlassian
Marketplace provides customers a wide range of additional capabilities they use to extend or enhance our
products, further increasing the value of our platform.
Our Distribution Model
Our high-velocity, low-friction online distribution model is designed to drive exceptional customer scale by
making affordable products available via our convenient, low-friction online channel. We focus on product quality,
automated distribution, transparent pricing and customer service in lieu of a costly traditional sales infrastructure.
We rely on word-of-mouth and low-touch demand generation to drive trial, adoption and expansion of our products.
The following are key attributes of our unique model:
•
Innovation-driven - Relative to other enterprise software companies, we invest significantly in research
and development rather than marketing and sales. Our goal is to focus our spending on measures that
improve quality, ease of adoption and expansion and create organic customer demand for our products. We
also invest in ways to automate and streamline distribution and customer support functions to enhance our
customer experience and improve our efficiency.
In addition, a portion of our research and development spending is targeted at demand generation and
customer conversion. For example, we have invested in the development of our Atlassian Engagement
Engine, an internal platform that allows us to profile and analyze customer behavior and promote additional
products directly to users in the context of their activity.
• Simple and Affordable - We offer our products at affordable prices in a simple and transparent format, with
a free trial before purchase. For example, a customer coming to our website can evaluate, purchase and
set up a JIRA license, for 10 users or 10,000+ users, based on a transparent list price, without any
interaction with a sales person. This approach, which stands in contrast to the opaque and complex pricing
plans offered by most traditional enterprise software vendors, is designed to complement the easy-to-use,
easy-to-adopt nature of our products and accelerate adoption by large volumes of new customers.
• Organic and Expansive - Our model benefits significantly from customer word-of-mouth driving traffic to
our website. The vast majority of our transactions are conducted on our website, which drastically reduces
33
our customer acquisition costs. We also benefit from distribution leverage via our network of Atlassian
solution partners, who resell and customize our products. Once we have landed within a customer team,
the networked nature and flexibility of our products tend to lead to adoption by other teams and
departments, resulting in user growth, new use cases, and the adoption of our other products. To support
this expansion and scaling within our customers, we have enhanced the manageability and enterprise
features of our software to support broad standardization on our platform. This expansion within customers
creates a network effect that contributes to long-lasting customer relationships.
• Scale-oriented - Our model is designed to generate and benefit from significant customer scale and our
goal is to maximize the number of individual users of our software. With more than 89,000 customers using
our software today, we are able to reach a vast number of users, gather insights to refine our offerings and
generate growing revenue by expanding within our customer accounts. With 1,817 customers paying us in
excess of $50,000 during fiscal 2017, many of whom started as significantly smaller customers, we have
demonstrated our ability to grow within our existing customer base. Ultimately, our model is designed to
serve millions of customers and to benefit from the data, network effects and customer insights that emerge
from such scale.
• Data-driven - Our scale and the design of our model allows us to gather insights into and improve the
customer experience. We track, test, nurture and refine every step of the customer journey and our users'
experience. This allows us to intelligently manage our funnel of potential users, drive conversion and
promote additional products to existing users. Our scale has enabled us to experiment with various
approaches to these tasks and constantly tune our strategies for user satisfaction and growth.
Our Culture
Our company culture is exemplified by our core values:
The following are the key elements of our corporate culture that contribute to our ability to drive customer
value and achieve competitive differentiation:
• Openness and Innovation - We value transparency and openness as an organization. We believe that
putting all our product pricing and documentation online promotes trust and makes customers more
comfortable in engaging with us in our low-touch model. In addition, we are dedicated to innovation and
encourage our employees to invent new applications, uses and improvements for our software. We run our
company using our own products, which promotes open communication and transparency throughout the
organization.
• Dedication to the Customer - Customer service and support is at the core of our business. Our customer
support teams strive to provide unparalleled service to our customers. We also encourage our service
teams to build scalable, self-service solutions that customers will love, as we believe superior service drives
greater customer happiness, which in turn breeds positive word-of-mouth.
• Team-driven - As our mission is to unleash the potential of every team, we value teamwork highly. We
encourage our employees to be both team oriented and entrepreneurial in identifying problems and
inventing solutions. Dedication to teamwork starts at the top of our organization with our unique co-CEO
structure, and is celebrated throughout our company.
34
• Long-term Focused - We believe that we are building a company that can grow and prosper for decades
to come. Our model, in which we expand across our customers’ organizations over time, requires a patient,
long-term approach, and a dedication to continuous improvement. This is exemplified by our investment in
research and development, which is significant relative to traditional software models and is designed to
drive the long-term sustainability of our product leadership. Given the choice between short-term results
and building long-term scale, we choose the latter.
Our Financial Model
By developing a product strategy, distribution model and culture that are designed around the needs of our
customers and users, we believe that we have established a financial model that is favorable for our shareholders.
Our model has allowed us to grow customers and revenue steadily while generating positive free cash flow for each
of the last 12 fiscal years. Our model relies on rapidly and efficiently landing new customers and expanding our
relationship with them over time. The following are the key elements of our model:
• Significant Investment in Ongoing Product Development and Sales Automation - Our research and
development investments enable us to rapidly build new products, continuously enhance our existing
products, acquire and integrate technologies and also help us obtain data-driven insights and further
automate and streamline our approach to customer acquisition.
• Rapid and Efficient Acquisition of New Customers - By building products that are affordable and easy to
adopt and use, we are able to attract customers rapidly without relying on a traditional salesforce, and
thereby lowering the cost of customer acquisition significantly.
• Continued Expansion - Our success is dependent on our ability to expand the relationship with our
existing base of customers through the addition of more users, teams and products.
• Predictability of Sales - As we are not dependent on a traditional salesforce and rely on a high-velocity,
low-friction online distribution model, we have historically experienced a linear quarterly sales cycle. Once
teams begin working together with our software, we become embedded in their workflows, becoming a
system for engagement within organizations. This degree of integration makes our products difficult to
displace and provides us with steady and predictable revenue.
• Positive Free Cash Flow - By reducing customer acquisition costs and establishing a revenue model that
has scaled linearly, our model has allowed us to have positive free cash flow for more than the last 12 fiscal
years.
Our Products
We offer a range of team collaboration products, including:
•
JIRA for team planning and project management;
• Confluence for team content creation and sharing;
• HipChat for team real-time messaging and communications;
• Trello for capturing and adding structure to fluid, fast-forming work for teams;
• Bitbucket for team code sharing and management; and
•
JIRA Service Desk for team service and support applications.
These products can be deployed by users through the cloud and most of our products can be deployed
behind the firewall on the customers' own infrastructure.
35
JIRA. JIRA is a sophisticated and flexible workflow management system that helps teams plan, organize, track and
manage their work and projects. JIRA’s customizable dashboards and powerful reporting features keep teams
aligned and on track. In October 2015, we launched JIRA Software, targeting software teams, and JIRA Core,
targeting other business teams.
Confluence. Confluence is a social and flexible content collaboration platform used to create, share, organize and
discuss projects. Through Confluence’s rich and dynamic editor, our customers create and share their work -
meeting notes, blogs, product requirements, file lists, company information, or project plans - with their team or
external customers. Confluence’s collaborative capabilities enable teams to stay up to date and on the same page.
HipChat. HipChat provides teams a simple way to communicate in real time and share ideas, updates, code and
files. HipChat features a variety of real-time communication capabilities for teams, including individual or group
chat, audio, video and screen sharing. HipChat can easily be connected to other systems, displaying notifications or
messages from those systems directly in team chat rooms.
Trello. Trello is a collaboration and organization product that captures and adds structure to fluid, fast-forming work
for teams. A web-based project management application that can organize your tasks into lists and boards, Trello
can tell users and their teams what is being worked on, by whom, and how far along the task or project is. At the
same time, Trello is extremely simple and flexible, which allows it to serve a vast number of other collaboration and
organizational needs.
Bitbucket. Bitbucket is a code management and collaboration product for teams using distributed version control
systems. Bitbucket empowers teams to build, store, test, collaborate and deploy shared code.
JIRA Service Desk. JIRA Service Desk is an intuitive and flexible service desk product for creating and managing
service experiences for a variety of service team providers, including IT help desks and legal and HR teams. JIRA
Service Desk features an elegant self-service portal, best-in-class team collaboration, ticket management,
integrated knowledge, service level agreement support and real-time reporting.
Other Products
We offer additional tools for software developers, such as FishEye, Clover, Crowd, Crucible, Bamboo,
SourceTree and StatusPage.
Key Technologies and Capabilities
Our products and technology infrastructure are designed to provide simple-to-use and versatile products
with industry-standard security and data protection that scales to organizations of all sizes, from five user teams to
large organizations with thousands of users. Maintaining the security and integrity of our infrastructure is critical to
our business. As such, we leverage standard security and monitoring tools to ensure performance across our
network.
The Atlassian Platform
Our products are built upon a platform of shared components and services that provide a common system
for user management, add-ons, search, user interfaces and more. Over time, our strategy is to build more common
micro services shared across our platform. This approach allows us to develop and introduce new products faster,
as we can leverage common foundational services that already exist. This also allows our products to more
seamlessly integrate with one another, and provides customers better experiences when using multiple products.
One component of our platform is the Atlassian User Interface (“AUI”), a library of JavaScript, CSS,
templates and other resources for quickly creating interfaces that conform to Atlassian design guidelines. AUI is
integrated into our products, and is also available externally so third-party developers can build products that
conform to our interface specifications.
36
Atlassian Connect
Open APIs and extensibility have been a hallmark of our products for many years. We offer a broad set of
representational state transfer (REST)-based APIs to interact with many of our products features and data.
Atlassian Connect is a framework to build add-ons for our products. An add-on may be an integration with another
existing service, a set of new features for an Atlassian application, or an entirely new product that runs within an
application. Atlassian Connect add-ons operate remotely over HTTP and can be written with any programming
language and web framework.
Atlassian Connect add-ons must conform to a set of approval guidelines administered by us and can be
publicly offered by third parties and sold via the Atlassian Marketplace.
The Atlassian Marketplace and Ecosystem
The Atlassian Marketplace is a hosted online marketplace for free and purchasable add-ons and extensions
to our products. As of June 30, 2017, the Atlassian Marketplace offers over 3,000 add-ons and extensions from a
large and growing ecosystem of third-party vendors and developers.
We offer a marketplace to customers to simplify the discovery and purchase of add-on capabilities for our
products. We offer a marketplace to third-party vendors and developers to more easily reach our customer base,
and to simplify license management and renewals. We typically remit 75% of the revenue derived from each add-on
sale to the vendors. From its inception in 2012 to June 30, 2017, the Atlassian Marketplace has generated sales of
over $250 million.
The Atlassian Engagement Engine
The Atlassian Engagement Engine is technology we have developed that we use to track and analyze user
profile and behavior data to improve user growth and expansion. The Atlassian Engagement Engine provides us a
way to personalize and promote specific content—in-product tips, knowledge base articles, feature descriptions,
case studies and additional in-product marketing—to improve user engagement with our products. The goal of the
Atlassian Engagement Engine is to surface relevant and useful content to individual users where and when they
would find it most beneficial. This system provides us a more effective and accurate communication channel to our
users.
Marketing
Our go-to-market approach is driven by the strength and innovation of our products and organic user
demand. Our model focuses on a land-and-expand strategy, automated and low-touch customer service, superior
product quality and disruptive pricing. We make our products available online for free trials, which facilitates rapid
and widespread adoption of our software. Our products are built for teams, and thus have natural network effects
that help them spread virally, through word-of-mouth, across teams and departments. This word-of-mouth
marketing increases as more individual users and teams discover our products.
Our marketing efforts focus on growing our company brand, building broader awareness and increasing
demand for each of our products. We invest in brand and product promotion, demand generation through direct
marketing and advertising, and content development to help educate the market about the benefits of our products.
We also leverage insights gathered from our users and customers to improve our targeting and ultimately the
return-on-investment from our marketing activities. Data-driven marketing is an important part of our business
model, which focuses on continuous product improvement and automation in customer engagement and service.
37
Sales
Our website is our primary forum for sales, and supports thousands of commercial transactions daily. We
share a wide variety of information directly with prospective customers, including detailed product information
product pricing, and through free product trials. Our sales model focuses on enabling customer self-service, data-
driven targeting and automation. As a result, we do not rely on a traditional, commissioned direct salesforce, our
customers can access free and fully functional trials that include full technical and sales support. When a user has
completed their product evaluation, purchasing is coordinated online through an automated, easy-to-use web-based
process. We allow customers to purchase using a credit card or bank/wire transfer. We augment a rigorous and
continuously improving automated process with a customer service team to help customers where needed and
identify future automation improvements.
We also have a global network of partners with unique expertise, services and products that complement the
Atlassian portfolio, such as deployment and customization services, localized purchasing assistance around
currency, and language and specific in-country compliance requirements. Sales programs consist of activities and
teams focused on supporting our partners and value-added resellers, tracking channel sales activity, supporting and
servicing our largest customers by helping optimize their experience across our product portfolio, helping customers
expand their use of our products across their organizations and helping product evaluators learn how they can use
our tools most effectively.
Community and Ecosystem
We are deeply committed to our global community, with over 1,000 third-party vendors and developers in the
Atlassian Marketplace and a network of over 400 solution partners. We foster a sense of community with our users
through our Atlassian User Group (“AUG”) program, where over 20,000 AUG members can meet in their local cities
at annual live customer and developer events, including Atlassian Summit U.S., Atlassian Summit Europe,
AtlasCamp, and Atlassian Community, our online community which features user-generated questions and answers
with in-depth discussion of our products.
AUGs are community-led meetups held around the world that we sponsor and are run by a network of
enthusiastic and committed customers who develop an agenda covering wide-ranging topics for users to discuss
together.
The Atlassian Summit U.S. and Atlassian Summit Europe are our user events where our users can engage
and learn from thousands of other users and hundreds of product experts. We use the events to share future
product themes, deeper how-tos and customer-lead adoption best practices. The events also features product
demos, hands-on training courses and are large networking opportunity for customers to meet each other, our
partner ecosystem and our employees.
AtlasCamp is our two-day developer conference which provides an opportunity for the developer community
to enhance their skills and knowledge of our products, including the integration capabilities of our platform, and also
meet with product specialists.
Customer Support and Services
Our products are designed to be easy to set up, adopt and use without support. We do provide maintenance
and support for all of our licensed customers through our global, multi-channel technical support and services
group. Customers are entitled to technical support through an active subscription to our cloud products, or through
an active annual maintenance agreement for our on-premises products. This maintenance and support provides
customers with new features and improvements, and 24x5 access to our phone and online support teams.
Our automated support services enable our customers to help themselves and include the following
resources:
• Technical Documentation - Users can access documentation and instruction for all versions of our
products.
38
• Knowledge Base - We offer troubleshooting and how-to tips for all of our products, with links to all our
product-specific knowledge bases.
• Atlassian University - Atlassian University offers step-by-step interactive tutorials and videos that instruct
users and admins on how to use our product.
• Over-the-web Hands-on Training - Webinars, led by our skilled training instructors, teach users how to
use each product.
• Atlassian Community - Atlassian Community is our online community for users to ask questions and
provide answers and contribute in-depth discussions on our products and features.
• Purchasing FAQ - We offer a simple guide to the online purchasing and account management service.
We also provide premier hands-on support from a team of dedicated senior support engineers and technical
account managers (“TAMs”) who act as a single point of contact for our support, product and engineering teams.
Support options include:
• Premier Support - Account-wide support from a team of dedicated senior support engineers across all
business-critical applications. These highly-trained engineers diagnose issues and work with our global
team to quickly find solutions to the most complex technical challenges. Our premier support covers critical
incident management, enhanced SLAs with responses in 30 minutes, weekend support and support for all
of our products via international phone or web and 24x7x365 access to our phone and online support
teams.
• Technical Account Management - Our TAMs provide direct access to our support, product and
engineering teams and act as a single point of contact for customers. TAMs help escalate issues and
advocate on behalf of our customers and also help with technical coordination between partners and our
customers' IT or DevOps teams for implementation needs. TAMs also provide strategic, technical and
operational insights for proactive planning and quarterly onsite reviews for ongoing strategic planning.
Further customized support and professional services are provided through Atlassian solution partners. We
have over 400 solution partners worldwide dedicated to handling specific needs of our customers ranging from
translating documentation, providing on-site demos or training, building add-ons, tuning deployments, assisting with
complex enterprise solutions or providing-setup or agile-based coaching. Our solution partners specialize in
environment integrations and customizations and work with some of our largest customers to conduct hand-on
system integrations, deployments and upgrades.
Competition
Our products serve teams of all shapes and sizes in every industry, from software and technical teams, to IT
and service teams, to a broad array of business teams.
We have no single pure play competitor across all these markets. We do have a number of competitors for
individual products, ranging from large technology vendors to new and emerging businesses in each of the markets
we serve:
• Software and Technical Teams - Our competitors include large technology vendors, including Microsoft,
IBM and Hewlett Packard Enterprise and smaller companies like Rally Software (acquired by CA, Inc.) and
GitHub that offer project management, collaboration and developer tools.
•
IT and Service Teams - Our competitors include primarily public cloud vendors, including ServiceNow,
salesforce.com and Zendesk and legacy vendors such as BMC Software (Remedy) that offer service desk
solutions.
• Business Teams - Our competitors range from large technology vendors, including Microsoft, IBM and
Google, that offer a suite of products, to smaller companies like Slack which offer point solutions for
enterprise collaboration.
39
In most cases, due to the flexibility and breadth of our products, we co-exist alongside many of our
competitors' products within our own customer base.
The principal competitive factors in our markets include product capabilities, flexibility, total cost of
ownership, ease of access and use, performance and scalability, integration, customer satisfaction and global
reach. Our product strategy, distribution model and company culture allow us to compete favorably on all these
factors. Through our focus on research and development we are able to rapidly innovate, offer a breadth of
products that are easy to use yet powerful, are integrated and delivered through multiple deployment options from
cloud, to on-premises software to highly scalable data center solutions. Our high-velocity, low-friction online
distribution model allows us to efficiently reach customers globally without the need to invest in a traditional
salesforce. Our culture enables us to focus on customer success through superior products, transparent pricing and
world-class customer support.
Employees
Our employees are our greatest asset and we strive to foster a collaborative, productive and fun work
environment. As of June 30, 2017, 2016 and 2015 we had 2,193, 1,760 and 1,259 employees, respectively.
C. Organizational Structure
Atlassian Corporation Plc is a holding company and we conduct substantially all of our business through
certain of our subsidiaries. As of June 30, 2017, our subsidiaries, all of which are wholly-owned, are as follows:
Name
Atlassian (UK) Limited
Atlassian (Australia) Limited
Atlassian (Global) Limited
Atlassian (UK) Operations Limited
Atlassian, Inc.
Atlassian LLC
Atlassian Network Services, Inc.
Dogwood Labs, Inc.
Trello, Inc.
Atlassian Australia 1 Pty Ltd
Atlassian Australia 2 Pty Ltd
Atlassian Corporation Pty. Ltd.
Atlassian Pty Ltd
Atlassian Capital Pty. Ltd.
MITT Australia Pty Ltd
MITT Trust
Atlassian K.K.
Atlassian Germany GmbH
Atlassian B.V.
Atlassian Philippines, Inc.
Atlassian France
SIP Communicator Ltd.
D. Property, Plant and Equipment
Country of Incorporation
United Kingdom
United Kingdom
United Kingdom
United Kingdom
United States of America
United States of America
United States of America
United States of America
United States of America
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Japan
Germany
Netherlands
Philippines
France
Bulgaria
We lease approximately 156,658 square feet of office space in Sydney, Australia under various lease
agreements. We lease approximately 79,000 square feet of office space in the San Francisco Bay Area, California,
under various lease agreements. We also lease other office facilities around the world, including in Austin, Texas;
the Netherlands; Japan; and the Philippines.
We anticipate leasing additional office space in future periods to support our growth. We intend to further
expand our facilities or add new facilities as we add employees and enter new geographic markets, and we believe
that suitable additional or alternative space will be available as needed to accommodate any such growth. However,
we expect to incur additional expenses in connection with such new or expanded facilities.
40
Item 4A. Unresolved Staff Comments
Not applicable.
Item 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS
Our mission is to unleash the potential of every team.
Our products help teams organize, discuss and complete shared work—delivering superior outcomes for
their organizations.
Our products serve teams of all shapes and sizes, in virtually every industry. Our primary products include
JIRA for planning and project management, Confluence for content creation and sharing, HipChat for messaging
and communications, Trello for capturing and adding structure to fluid, fast-forming work for teams, Bitbucket for
code sharing and management, and JIRA Service Desk for service and support applications.
We begin with a deep investment in product development to create and refine high-quality and versatile
products that users love. By making our products affordable for organizations of all sizes and transparently sharing
our pricing online, we do not follow the common practice of opaque pricing and discounting that is typical in the
enterprise software industry. We pursue customer volume, targeting every organization, regardless of size, industry
or geography.
To reach this expansive market, we distribute and sell our products online without traditional sales
infrastructure where our customers can get started in minutes without the need for assistance. We focus on
enabling a self-service, low-friction model that makes it easy for customers to try, adopt and use our products. By
making our products simple, powerful, affordable and easy to adopt, we generate demand from word-of-mouth and
viral expansion within organizations.
Our culture of innovation, transparency and dedication to customer service drives our success in
implementing and refining this unique approach. We believe this approach creates a self-reinforcing effect that
fosters innovation, quality, customer happiness, scale and profitability. As a result of this strategy, we invest
significantly more in research and development activities than in traditional sales activities relative to other
enterprise software companies.
A substantial majority of our sales are automated through our website, including sales of our products
through solution partners and resellers. Our solution partners and resellers primarily focus on customers in regions
that require local language support. Sales through indirect channels comprised approximately 33% of total
revenues for fiscal 2017. We plan to continue to invest in our partner programs to help us enter and grow in new
markets, complementing our automated, low-touch approach.
We generate revenues primarily in the form of perpetual license, maintenance, subscriptions and other
sources. Customers typically pay us 100% of the initial perpetual license fee as maintenance revenue annually,
beginning in the first year. Maintenance provides our customers with access to new product features and customer
support. Maintenance revenue combined with a growing subscription revenue business, through our Cloud and
Data Center products, results in a large recurring revenue base. In each of the past three fiscal years, more than
75% of our total revenues have been of a recurring nature from either maintenance fees or subscriptions.
In February 2017, we acquired Trello, a leading provider of project management and organization software.
The total purchase price was approximately $384.0 million, which consisted of approximately $363.8 million in cash
and $20.2 million for the fair value of exchanged unvested equity awards held by Trello employees for unvested
equity awards of the company. The acquisition of Trello expands our teamwork platform by adding a complementary
collaboration service to our existing project management, content creation and communication products.
Key Business Metrics
We review the following key metrics to evaluate our business, measure our performance, identify trends
affecting our business, formulate business plans and make strategic decisions.
Customers
We have successfully demonstrated a history of growing both our customer base and spend per customer
through growth in users, purchase of new licenses and adoption of new products. We believe that our ability to
attract new customers and grow our customer base drives our success as a business.
41
As of June 30, 2017, we had 89,237 customers. With these customers using our software today, we are able
to reach a vast number of users, gather insights to refine our offerings and generate growing revenue by expanding
within our customer base. No single customer contributed more than 1% of our total revenues during the fiscal year
ended June 30, 2017.
We define the number of customers at the end of any particular period as the number of organizations with
unique domains that have at least one active and paid license or subscription of our products for which they paid
approximately $10 or more per month. While a single customer may have distinct departments, operating segments
or subsidiaries with multiple active licenses or subscriptions of our products, if the product deployments share a
unique domain name, we only include the customer once for purposes of calculating this metric. We define active
licenses as those licenses that are under an active maintenance or subscription contract as of period end.
Our customers, as defined in this metric, have generated substantially all of our revenue in each of the
periods presented. Including organizations who have only adopted our free or starter products, the active use of our
products extends well beyond our 89,237 customers.
The following table sets forth our number of customers:
Customers
As of June 30,
2017
2016
2015
89,237*
60,950
48,622
* Includes an increase in customers of 12,789 in February 2017 as a result of our acquisition of Trello.
Free cash flow
Free cash flow is a non-IFRS financial measure that we calculate as net cash provided by operating activities
less net cash used in investing activities for capital expenditures.
Net cash provided by operating activities
Less: Capital expenditures
Free cash flow
Fiscal Year Ended June 30,
2017
2016
2015
(U.S. $ in thousands)
$ 199,381 $ 129,542 $
98,221
(16,054)
(34,213)
(32,676)
$ 183,327 $
95,329 $
65,545
Free cash flow increased by $87.9 million during the fiscal year ended June 30, 2017 as net cash provided
by operating activities increased to $199.4 million during the fiscal year ended June 30, 2017 from $129.5
million during the fiscal year ended June 30, 2016. While net loss before income tax increased to $59.7 million
during the fiscal year ended June 30, 2017 from $4.9 million for the fiscal year ended June 30, 2016, the increase in
free cash flow was primarily attributable to an increase in adjustments for non-cash charges including an increase in
share-based payment expense of $62.0 million and an increase of depreciation and amortization of $39.6 million,
and a net increase of $19.3 million in our operating assets and liabilities.
We expect to continue to incur capital expenditures to support the growth in our business and operations,
such as investments in new office facilities. We expect total capital expenditures to increase in absolute dollars in
the fiscal year ending June 30, 2018 as compared with the fiscal year ended June 30, 2017. The timing of
purchases of property and equipment may vary with business needs from period to period.
For more information about free cash flow see “Key Information - Selected Financial Data - Non-IFRS
Financial Results.”
42
A. Operating Results
Components of Results of Operations
Sources of Revenues
We primarily derive our revenues from subscription, perpetual license, maintenance and other sources.
Subscription revenues
Subscription revenues consist of fees earned from subscription-based arrangements for providing customers
the right to use our software in a cloud-based-infrastructure that we provide. We also sell on-premises term license
agreements for software licensed for a specified period, which includes support and maintenance service that is
bundled with the license for the term of the license period. Subscription revenues are driven primarily by the number
and size of active licenses, the type of product and the price of the licenses. Our subscription-based arrangements
generally have a contractual term of one to twelve months, with a majority being one month. Subscription fees are
generally non-refundable regardless of the actual use of the service. We recognize subscription revenue ratably as
the services are delivered over the term of the contract, commencing with the date the service is made available to
customers and all other revenue recognition criteria are met.
Perpetual license revenues
Perpetual license revenues represent fees earned from the license of software to customers for use on the
customer’s premises. Software is licensed on a perpetual basis, subject to a standard licensing agreement.
Perpetual license revenues consist of the revenues recognized from sales of licenses to new customers, increases
in the number of users within an existing customer and additional licenses to existing customers. We recognize
revenue on the license portion of perpetual license arrangements on the date of product delivery in substantially all
situations.
In the first year of a perpetual license, we receive maintenance revenues that are equal to the upfront cost of
the license. For example, if a customer purchases a new Confluence Server license for 25 users, it would cost $700
for the license plus $700 for the first year of maintenance. After the first year, the customer may renew the software
maintenance for an additional 12 months for $700.
Maintenance revenues
Maintenance revenues represent fees earned from providing customers unspecified future updates,
upgrades and enhancements and technical product support for perpetual license products on an if and when
available basis. The first year of maintenance is purchased concurrently with the purchase of our perpetual
licenses, and subsequent renewals extend for an additional year in most cases. Maintenance services are priced as
a percentage of the total product sale, and a substantial majority of customers elect to renew software support
contracts annually at our standard list maintenance renewal pricing for their software products. Maintenance
revenue is recognized ratably over the term of the support period.
Other revenues
Other revenues include fees received for sales of third-party add-ons and extensions in the Atlassian
Marketplace and for training services. Revenue from the sale of third-party vendor products via Atlassian
Marketplace is recognized net of the vendor liability portion, as we function as the agent in the relationship. Our
portion of revenue on third-party sales is typically 25% and is recognized at the date of product delivery given that
all of our obligations have been met at that time. Revenue from training is recognized as delivered or as the rights
to receive training expire.
43
Cost of Revenues
Cost of revenues primarily consists of employee-related costs, including share-based payment expense,
associated with our customer support organization and data center operations, expenses related to hosting our
cloud infrastructure, which includes third-party hosting fees and depreciation associated with computer equipment
and software, payment processing fees, amortization of product technologies and facilities and related overhead
costs. To support our cloud-based infrastructure, we utilize third-party managed hosting facilities and self-managed
data centers in which we manage our own network equipment and systems. We allocate share-based payment
expense to personnel costs based on the expense category in which the employee works. We allocate overhead
such as information technology infrastructure, rent and occupancy charges in each expense category based on
headcount in that category. As such, general overhead expenses are reflected in cost of revenues and operating
expense categories.
Our cost of revenues also includes amortization of acquired intangible assets, such as the amortization of the
cost associated with an acquired company’s developed technology.
Gross Profit and Gross Margin
Gross profit is total revenues less total cost of revenues. Gross margin is gross profit expressed as a
percentage of total revenues. Gross margin can fluctuate from period to period as a result of changes in product
and services mix.
Operating Expenses
Our operating expenses are classified as research and development, marketing and sales, and general and
administrative. For each functional category, the largest component is employee and labor-related expenses, which
include salaries and bonuses, share-based payment expense, employee benefit costs and contractor costs. We
allocate overhead such as information technology infrastructure, rent and occupancy charges in each expense
category based on headcount in that category.
We allocate share-based payment expense to personnel costs based on the expense category in which the
employee works. We recognize our share-based payments as an expense in the statement of operations based on
their fair values and vesting periods.
We adhere to the accelerated method of expense recognition for share-based awards subject to graded
vesting (i.e., when portions of the award vest at different dates throughout the vesting period). For example, for a
grant vesting over four years, we treat the grant as multiple awards (sometimes referred to as “tranches”) and
recognize the cost on a straight-line basis separately for each tranche. This results in the majority of the grant’s
share-based payment expense being recognized in the first year of the grant rather than equally per year under a
straight-line expense methodology.
We began granting RSUs in 2014. Prior to our IPO, we granted RSUs with both a time-based service
condition and a liquidity condition. The time-based service condition for substantially all of these awards is satisfied
over four years. The liquidity condition was satisfied upon the effectiveness of the registration statement related to
our IPO. Pursuant to IFRS, we estimate the fair value of each award at the date of grant and recognize expense
over the service period rather than starting expense recognition upon a liquidity event, as is the case under GAAP.
During the fiscal years ended June 30, 2017, 2016, and 2015, we recognized share-based payment expense
of $137.4 million, $75.5 million and $41.5 million, respectively. As of June 30, 2017, the aggregate share-based
payment expense remaining to be amortized to cost of revenues and operating expenses, over a weighted-average
period of 1.4 years, was $160.1 million. We expect this share-based payment expense balance to be amortized as
follows: $104.6 million during fiscal 2018; $41.9 million during fiscal 2019; $11.8 million during fiscal 2020 and $1.8
million during fiscal 2021. The expected amortization reflects only outstanding share awards as of June 30, 2017.
Research and development
Research and development expenses consist primarily of salaries and related expenses, including share-
based payment expense, contract software development costs and facilities and related overhead costs. We
continue to focus our research and development efforts on building new products, adding new features and
services, integrating acquired technologies, increasing functionality, enhancing our cloud infrastructure and
developing our mobile capabilities.
44
Marketing and sales
Marketing and sales expenses consist primarily of salaries and related expenses, including share-based
payment expense, for our marketing and sales employees, marketing and sales programs and facilities and related
overhead costs. Marketing programs consist of advertising, promotional events, corporate communications, brand
building and product marketing activities such as online lead generation. Sales programs consist of activities and
teams focused on supporting our partners and value-added resellers, tracking channel sales activity, supporting and
servicing our largest customers by helping optimize their experience across our product portfolio, helping customers
expand their use of our products across their organizations and helping product evaluators learn how they can use
our tools most effectively.
General and administrative
General and administrative expenses consist of salaries and related expenses, including share-based
payment expense, for finance, legal, human resources and information technology personnel, as well as external
legal, accounting and other, professional fees, other corporate expenses and facilities and related overhead costs.
Income taxes
Income taxes primarily consist of income taxes in the United Kingdom, Australia and the United States, as
well as income taxes in certain other foreign jurisdictions.
We generally conduct our international operations through wholly-owned subsidiaries and report our taxable
income in various jurisdictions.
Net loss
We incurred a net loss on an IFRS basis in fiscal 2017 as we continued to make significant investments in
research and development and technology infrastructure for our cloud-based offerings, expand our operations
globally and develop new products and features for, and enhancements of, our existing products.
45
Results of Operations
The following table sets forth our results of operations for the periods indicated:
Revenues:
Subscription
Maintenance
Perpetual license
Other
Total revenues
Cost of revenues (1) (2)
Gross profit
Operating expenses:
Research and development (1)
Marketing and sales (1) (2)
General and administrative (1)
Total operating expenses
Operating income (loss)
Other non-operating income (expense), net
Finance income
Finance costs
Loss before income tax benefit
Income tax benefit
Net income (loss)
______________________________
Fiscal Year Ended June 30,
2017
2016
2015
(U.S. $ in thousands)
$
242,128 $
146,659 $
85,891
265,521
218,848
160,373
74,565
37,722
619,936
119,161
500,775
310,168
134,908
118,785
563,861
(63,086)
(1,342)
4,851
(75)
(59,652)
17,148
65,487
26,064
457,058
75,783
381,275
57,373
15,884
319,521
52,932
266,589
208,306
140,853
93,391
85,458
67,989
56,033
387,155
264,875
(5,880)
(1,072)
2,116
(71)
(4,907)
9,280
1,714
(2,615)
226
(74)
(749)
7,524
6,775
$
(42,504) $
4,373 $
(1)
Amounts include share-based payment expense, as follows:
Cost of revenues
Research and development
Marketing and sales
General and administrative
$
6,856 $
79,384
17,395
33,813
$
5,371
35,735
11,945
22,429
2,862
22,842
6,670
9,160
(2)
Amounts include amortization of acquired intangible assets, as follows:
Cost of revenues
Marketing and sales
$
14,587 $
7,405 $
6,417
15,269
86
40
46
The following table sets forth our results of operations data for each of the periods indicated as a percentage
of total revenues:
Revenues
Subscription
Maintenance
Perpetual license
Other
Total revenues
Cost of revenues
Gross profit
Operating expenses
Research and development
Marketing and sales
General and administrative
Total operating expenses
Operating income (loss)
Other non-operating income (expense), net
Finance income
Finance costs
Loss before income tax benefit
Income tax benefit
Net income (loss)
Fiscal Year Ended June 30, 2017 and 2016
Revenues
Subscription
Maintenance
Perpetual license
Other
Total revenues
Fiscal Year Ended June 30,
2017
2016
2015
39 %
32%
27%
43
12
6
100
19
81
50
22
20
92
(11)
—
1
—
(10)
3
48
14
6
100
17
83
45
20
19
84
(1)
—
—
—
(1)
2
50
18
5
100
17
83
44
21
17
82
1
(1)
—
—
—
2
(7)%
1%
2%
Fiscal Year Ended June 30,
2017
2016
$ Change
% Change
(U.S. $ in thousands)
$
242,128 $
146,659 $
95,469
65%
265,521
218,848
74,565
37,722
65,487
26,064
46,673
9,078
11,658
$
619,936 $
457,058 $ 162,878
21
14
45
36
Total revenues increased $162.9 million, or 36%, in the fiscal year ended June 30, 2017 compared to the
fiscal year ended June 30, 2016. Growth in total revenues was attributable to increased demand for our products
from both new and existing customers. Of total revenues recognized in the fiscal year ended June 30, 2017, over
90% was attributable to sales to customer accounts existing on or before June 30, 2016. Our number of total
customers increased to 89,237 at June 30, 2017 from 60,950 at June 30, 2016. This included an increase in
customers of 12,789 as a result of our acquisition of Trello in February 2017.
Subscription revenues increased $95.5 million, or 65%, in the fiscal year ended June 30, 2017 compared to
the fiscal year ended June 30, 2016. The increase in subscription revenues was primarily attributable to additional
subscriptions from our existing customer base. As customers increasingly adopt cloud-based, subscription services
and term-based licenses of our on-premises products for their business needs, we expect our subscription
47
revenues to continue to increase at a rate higher than the rate of increase of our perpetual license revenues in
future periods.
Maintenance revenues increased $46.7 million, or 21%, in the fiscal year ended June 30, 2017 compared
to the fiscal year ended June 30, 2016. The increase in maintenance revenues was attributable to a growing
customer base renewing software maintenance contracts related to our perpetual license software offerings.
Perpetual license revenues increased $9.1 million, or 14%, in the fiscal year ended June 30, 2017 compared
to the fiscal year ended June 30, 2016. A substantial majority of the increase in perpetual license revenues was
attributable to additional licenses to existing customers.
Other revenues increased $11.7 million, or 45%, in the fiscal year ended June 30, 2017 compared to the
fiscal year ended June 30, 2016. The increase in other revenues was primarily attributable to a $11.4 million
increase in revenue from sales of third-party add-ons and extensions through the Atlassian Marketplace.
Total revenues by geography were as follows:
Americas
Europe
Asia Pacific
Cost of Revenues
Cost of revenues
Gross profit
Fiscal Year Ended June 30,
2017
2016
$ Change
% Change
(U.S. $ in thousands)
$
312,514 $
232,793 $
79,721
34%
242,496
64,926
178,087
46,178
64,409
18,748
$
619,936 $
457,058 $ 162,878
36
41
36
Fiscal Year Ended June 30,
2017
2016
$ Change
% Change
(U.S. $ in thousands)
$ 119,161
$
75,783
$
43,378
57%
83%
83%
Cost of revenues increased $43.4 million, or 57%, in the fiscal year ended June 30, 2017 compared to the
fiscal year ended June 30, 2016. The overall increase was primarily due to an increase in depreciation expense and
other hosting costs associated with our data centers of $18.0 million, an increase in compensation expense for
employees and contractors of $10.2 million, which included an increase of $1.5 million in share-based payment
expense, an increase in amortization of acquired intangible assets of $7.2 million, an increase in credit card
processing fees of $2.7 million, an increase in facilities and related overhead costs of $2.5 million, and an increase
in professional and outside services of $2.0 million. The increase in depreciation expense in fiscal 2017 was due a
change in the useful life for our self-managed data center assets, as a result of our continued investment in cloud
infrastructure.
We increased our headcount during the period to meet the higher demand for services from our customers.
We expect to continue to invest in additional personnel as we scale. Over time, we expect the revenue from our
cloud subscription business to grow as a percentage of total revenues. As a result, we intend to continue to invest in
our cloud infrastructure, which we expect to lead to an increase in cost of revenues in absolute dollars and may
lead to an increase in cost of revenues as a percentage of revenue during the fiscal year ending June 30, 2018. We
also expect amortization of acquired intangible assets will increase in the fiscal year ending June 30, 2018 as a
result of the impact from a full year of amortization expense from our intangible assets recognized from our
acquisition of Trello in February 2017. Additionally, amortization of acquired intangible assets may increase if we
acquire additional businesses and technologies.
48
Operating Expenses
Research and development
Fiscal Year Ended June 30,
2017
2016
$ Change
% Change
(U.S. $ in thousands)
Research and development
$
310,168 $
208,306 $ 101,862
49%
Research and development expenses increased $101.9 million, or 49%, in the fiscal year ended June 30,
2017 compared to the fiscal year ended June 30, 2016. The overall increase was primarily a result of an increase in
compensation expense for employees and contractors of $78.2 million, which included an increase of $43.6 million
in share-based payment expenses, an increase of $7.7 million in internal hosting costs for development, an
increase of $7.4 million in facilities and related overhead costs to support our employees, an increase in software
expense of $4.3 million, and an increase of $3.6 million in professional outside services. We increased our research
and development headcount during the period in order to enhance and extend our service offerings and develop
new technologies. We expect that research and development expenses will increase in absolute dollars and may
increase as a percentage of revenues in future periods as we continue to invest in additional personnel and
technology to support the development, improvement and integration of technologies.
Marketing and sales
Marketing and sales
Fiscal Year Ended June 30,
2017
2016
$ Change
% Change
$ 134,908 $
(U.S. $ in thousands)
93,391 $
41,517
44%
Marketing and sales expenses increased $41.5 million, or 44%, for the fiscal year ended June 30, 2017,
compared to the fiscal year ended June 30, 2016. Marketing and sales expenses increased primarily due to an
increase of $20.2 million in employee-related costs, which included an increase of $5.4 million in share-based
payment expenses, an increase of $15.1 million in amortization of acquired intangible assets, an increase of $3.4
million in professional and outside services, an increase of $2.7 million in facilities and related overhead costs,
offset by a decrease of $1.4 million in advertising, marketing and event costs. Our marketing and sales headcount
increased during the period as a result of hiring additional marketing personnel and support personnel to expand
our relationship with our existing customers and to attract new customers. We expect marketing and sales
expenses to increase in absolute dollars as we continue to invest in additional marketing and sales personnel,
expand our global promotional activities, build brand awareness, expand our relationship with existing customers,
attract new customers and sponsor additional marketing events. The timing of certain marketing events, such as
our bi-annual and largest event, Atlassian Summit, will affect our marketing costs in a particular quarter.
General and administrative
Fiscal Year Ended June 30,
2017
2016
$ Change
% Change
(U.S. $ in thousands)
General and administrative
$
118,785 $
85,458 $
33,327
39%
General and administrative expenses increased $33.3 million, or 39%, in the fiscal year ended June 30,
2017, compared to the fiscal year ended June 30, 2016. The increase was primarily due to an increase of $21.0
million in compensation expense for employees and contractors, which included an increase of $11.4 million in
share-based payment expenses, an increase of $7.1 million in professional and outside services, an increase of
$4.2 million in facilities and overhead. Our general and administrative headcount increased during the period as we
added personnel to support our growth. We also incurred additional expense related to being a publicly-traded
company, including higher legal, corporate insurance and accounting costs as well as costs of achieving and
maintaining compliance with public company regulations. We expect that general and administrative expenses will
49
increase in absolute dollars as we continue to invest in additional personnel and our infrastructure and incur
additional professional fees to support the growth of our business.
Income tax benefit
Income tax benefit
Effective tax rate
_______________________
Not meaningful
*
Fiscal Year Ended June 30,
2017
2016
$ Change
% Change
(U.S. $ in thousands)
$
17,148 $
9,280 $
7,868
85%
*
*
We reported a tax benefit of $17.1 million on pretax loss of $59.7 million for the fiscal year ended June 30,
2017, as compared to a tax benefit of $9.3 million on pretax income of $4.9 million for the fiscal year ended
June 30, 2016. Our effective tax rate substantially differed from the United Kingdom income tax rate of 19.8%
primarily due to the recognition of significant permanent differences during the fiscal years ended June 30, 2017
and 2016. Significant permanent differences included a non-assessable non-operating item, foreign tax credits not
utilized, nondeductible share-based payment expense, research and development incentives and taxes in foreign
jurisdictions with a tax rate different than the United Kingdom statutory rate (Australia and the United States).
See Note 8, “Income Tax,” to the Notes to the Consolidated Financial Statements for our reconciliation of
loss before income tax benefit to income tax benefit. A change in our global operations could result in changes to
our effective tax rates, future cash flows and overall profitability of our operations.
Fiscal Year Ended June 30, 2016 and 2015
Revenues
Subscription
Maintenance
Perpetual license
Other
Total revenues
Fiscal Year Ended June 30,
2016
2015
$ Change
% Change
(U.S. $ in thousands)
$
146,659 $
85,891 $
60,768
71%
218,848
160,373
65,487
26,064
57,373
15,884
58,475
8,114
10,180
$
457,058 $
319,521 $ 137,537
36
14
64
43
Total revenues increased $137.5 million, or 43%, in the fiscal year ended June 30, 2016 compared to the
fiscal year ended June 30, 2015. Growth in total revenues was attributable to increased demand for our products
from both new and existing customers. Of total revenues recognized in the fiscal year ended June 30, 2016, over
90% was attributable to sales to customer accounts existing at June 30, 2015. Our number of total customers
increased from 48,622 at June 30, 2015 to 60,950 at June 30, 2016. Additionally, we attribute approximately 11 of
the 43 percentage points of the increase in total revenues in the fiscal year ended June 30, 2016 to customers who
made purchases under new pricing plans that were introduced in calendar year 2012.
Subscription revenues increased $60.8 million, or 71%, in the fiscal year ended June 30, 2016 compared to
the fiscal year ended June 30, 2015. The increase in subscription revenues was primarily attributable to additional
subscriptions from our existing customer base.
Maintenance revenues increased $58.5 million, or 36%, in the fiscal year ended June 30, 2016 compared to
the fiscal year ended June 30, 2015. The increase in maintenance revenues was attributable to a growing customer
base renewing software maintenance contracts.
Perpetual license revenues increased $8.1 million, or 14%, in the fiscal year ended June 30, 2016 compared
to the fiscal year ended June 30, 2015. A substantial majority of the increase in perpetual license revenues was
attributable to additional licenses to existing customers.
50
Other revenues increased $10.2 million, or 64%, in the fiscal year ended June 30, 2016 compared to the
fiscal year ended June 30, 2015. The increase in other revenues was primarily attributable to a $9.4 million increase
in revenue from sales of third-party add-ons and extensions through Atlassian Marketplace.
Total revenues by geography were as follows:
Americas
Europe
Asia Pacific
Cost of Revenues
Cost of revenues
Gross profit
Fiscal Year Ended June 30,
2016
2015
$ Change
% Change
(U.S. $ in thousands)
$
232,793 $
159,380 $
73,413
46%
178,087
46,178
127,704
32,437
50,383
13,741
$
457,058 $
319,521 $ 137,537
39
42
43
Fiscal Year Ended June 30,
2016
2015
$ Change
% Change
(U.S. $ in thousands)
$
75,783
$
52,932
$
22,851
43%
83%
83%
Cost of revenues increased $22.9 million, or 43%, in the fiscal year ended June 30, 2016 compared to the
fiscal year ended June 30, 2015. The overall increase was primarily due to an increase in compensation expense
for employees and contractors of $9.1 million, which included an increase of $2.5 million in share-based payment
expense, an increase in depreciation expense and other hosting costs associated with our data centers of $8.2
million, and an increase in amortization of acquired intangible assets of $1.0 million. We increased our headcount
during the period to meet the higher demand for support services from our customers.
Operating Expenses
Research and development
Fiscal Year Ended June 30,
2016
2015
$ Change
% Change
(U.S. $ in thousands)
Research and development
$
208,306 $
140,853 $
67,453
48%
Research and development expenses increased $67.5 million, or 48%, in the fiscal year ended June 30,
2016 compared to the fiscal year ended June 30, 2015. The overall increase was primarily a result of an increase in
compensation expense for employees and contractors of $53.0 million, which included an increase of $12.9 million
in share-based payment expenses, an increase of $8.3 million in facilities and related overhead costs to support our
employees and an increase of $5.2 million in internal hosting costs for development. We increased our research
and development headcount during the period in order to enhance and extend our service offerings and develop
new technologies.
Marketing and sales
Fiscal Year Ended June 30,
2016
2015
$ Change
% Change
(U.S. $ in thousands)
Marketing and sales
$
93,391
67,989 $
25,402
37%
Marketing and sales expenses increased $25.4 million, or 37%, for the fiscal year ended June 30, 2016,
compared to the fiscal year ended June 30, 2015. Marketing and sales expenses increased primarily due to an
51
increase of $15.2 million in employee-related costs, which included an increase of $5.3 million in share-based
payment expenses, an increase of $4.9 million in advertising, marketing and event costs, an increase of $2.2 million
in facilities and related overhead costs, and an increase of $1.9 million in professional and outside services. Our
marketing and sales headcount increased during the period as a result of hiring additional marketing personnel and
support personnel to expand our relationship with our existing customers and to attract new customers.
General and administrative
Fiscal Year Ended June 30,
2016
2015
$ Change
% Change
(U.S. $ in thousands)
General and administrative
$
85,458 $
56,033 $
29,425
53%
General and administrative expenses increased $29.4 million, or 53%, in the fiscal year ended June 30,
2016, compared to the fiscal year ended June 30, 2015. The increase was primarily due to an increase of $23.2
million in compensation expense for employees and contractors, which included an increase of $13.3 million in
share-based payment expenses, and an increase of $4.0 million in professional and outside services. Our general
and administrative headcount increased during the period as we added personnel to support our growth and
increased compliance requirements related to being a public company.
Income tax benefit
Income tax benefit
Effective tax rate
_______________________
Not meaningful
*
Fiscal Year Ended June 30,
2016
2015
$ Change
% Change
(U.S. $ in thousands)
$
9,280
7,524 $
1,756
23%
*
*
We reported a tax benefit of $9.3 million on pretax loss of $4.9 million for the fiscal year ended June 30,
2016, as compared to a tax benefit of $7.5 million on pretax income of $0.7 million for the fiscal year ended
June 30, 2015. Our effective tax rate substantially differed from the United Kingdom income tax rate of 20%
primarily due to the recognition of significant permanent differences during the fiscal years ended June 30, 2016
and 2015. Significant permanent differences included a non-assessable non-operating item, foreign tax credits not
utilized, nondeductible share-based payment expense, research and development incentives and taxes in foreign
jurisdictions with a tax rate different than the United Kingdom statutory rate (Australia and the United States).
B. Liquidity and Capital Resources
Since our inception, we have financed our operations primarily through cash flows generated by operations.
At June 30, 2017, we had cash and cash equivalents totaling $244.4 million, short-term investments totaling $305.5
million and trade receivables totaling $26.8 million.
Our cash flows from operating activities, investing activities and financing activities for the fiscal years ended
June 30, 2017, 2016 and 2015 were as follows:
Net cash provided by operating activities
Net cash used in investing activities
Net cash provided by financing activities
Effect of exchange rate changes on cash and cash equivalents
Fiscal Year Ended June 30,
2017
2016
2015
(U.S. $ in thousands)
129,542 $
199,381 $
$
(224,573)
(489,510)
9,438
465
432,784
(201)
98,221
(28,566)
2,338
(1,665)
Net increase (decrease) in cash and cash equivalents
$
(15,289) $
72,615 $
70,328
52
At June 30, 2017, our cash and cash equivalents were held for working capital purposes, a majority of which
was held in money market funds and cash deposits. We expect to increase our capital expenditures during the
fiscal year ending June 30, 2018 to support the growth in our business and operations, such as new office facilities.
We believe that our existing cash and cash equivalents, together with cash generated from operations, will be
sufficient to meet our anticipated cash needs for at least the next 12 months. Our future capital requirements will
depend on many factors including our growth rate, the timing and extent of spend on research and development
efforts, employee headcount, marketing and sales activities, acquisitions of additional businesses and technologies,
the introduction of new software and services offerings, enhancements to our existing software and services
offerings and the continued market acceptance of our products.
Cash provided by operating activities has historically been affected by the amount of net income (loss)
adjusted for non-cash expense items such as depreciation and amortization and expense associated with share-
based awards, the timing of employee-related costs such as bonus payments, collections from our customers,
which is our largest source of operating cash flows, and changes in other working capital accounts.
Accounts impacting working capital consist of trade receivables, prepaid expenses and other current assets,
trade and other payables, provisions, and other non-current liabilities. Our working capital may be impacted by
various factors in future periods, such as billings to customers for subscriptions, licenses and maintenance services
and the subsequent collection of those billings or the amount and timing of certain expenditures.
Net cash provided by operating activities was $199.4 million for the fiscal year ended June 30, 2017, as a
result of loss before income tax of $59.7 million adjusted by non-cash charges including depreciation and
amortization of $61.5 million and share-based payment expense of $137.4 million. The net increase of $67.7 million
from our operating assets and liabilities was primarily attributable to a $72.6 million increase in our deferred
revenue as a result of increased sales of subscriptions and renewals of maintenance contracts, a $10.9 million
increase in trade and other payables, provisions and other non-current liabilities, offset by a $10.2 million increase
in trade receivables and a $5.6 million increase in prepaid expenses and other current and non-current assets. Net
cash provided by operating activities was also impacted by income taxes paid, net of refunds, of $9.0 million and
interest received of $6.5 million.
Net cash provided by operating activities was $129.5 million for the fiscal year ended June 30, 2016, as a
result of loss before income tax of $4.9 million adjusted by non-cash charges including a net increase of $48.4
million from our operating assets and liabilities, depreciation and amortization of $21.9 million and share-based
payment expense of $75.5 million. The increase in our operating assets and liabilities was primarily attributable to a
$44.5 million increase in our deferred revenue as a result of increased sales of subscriptions and renewals of
maintenance contracts, a $11.6 million increase in trade and other payables, provisions and other non-current
liabilities, offset by a $4.2 million decrease in prepaid expenses and other current and non-current asset and a $3.5
million increase in trade receivables. Net cash provided by operating activities was also impacted by income taxes
paid, net of refunds of $12.4 million and interest received of $2.8 million.
Net cash provided by operating activities was $98.2 million for the fiscal year ended June 30, 2015, as a
result of loss before income tax of $0.7 million adjusted by non-cash charges including a net increase of $45.7
million from our operating assets and liabilities, depreciation and amortization of $15.5 million, share-based
payment expense of $41.5 million, and net unrealized foreign currency loss of $1.5 million. The increase in our
operating assets and liabilities was primarily attributable to a $47.4 million increase in our deferred revenue as a
result of increased sales of subscriptions and renewals of maintenance contracts, a $16.1 million increase in trade
and other payables, provisions and other non-current liabilities, offset by a $9.8 million increase in prepaid
expenses and other current and non-current asset and an $7.9 million increase in trade receivables. Net cash
provided by operating activities was also impacted by income taxes paid, net of refunds of $5.1 million.
Net cash used in investing activities for the fiscal years ended June 30, 2017, 2016 and 2015 were $224.6
million, $489.5 million and $28.6 million, respectively. Net cash used in investing activities during the fiscal year
ended June 30, 2017 was primarily related to cash paid for business combinations, net of cash acquired, totaling
$381.1 million, purchases of investments totaling $423.5 million and purchases of property and equipment totaling
$15.1 million to support the growth of our business, including hardware, equipment and leasehold improvements,
offset by cash received from the maturing of investments which totaled $111.4 million and proceeds from sales of
investments of $488.7 million. Net cash used in investing activities during the fiscal year ended June 30, 2016 was
primarily related to purchases of investments totaling $569.1 million and capital expenditures totaling $34.2 million
to support the growth of our business, including hardware, software, equipment and leasehold improvements, offset
by cash received from the maturing of investments which totaled $65.3 million and proceeds from sales of
investments of $49.5 million. Net cash used in investing activities during the fiscal year ended June 30, 2015 was
53
primarily related to purchases of investments totaling $50.0 million and capital expenditures totaling $32.7 million to
support the growth of our business, including hardware, software, equipment, leasehold improvements and
acquisitions totaling $10.6 million, offset by cash received from the maturing of investments which totaled $64.8
million.
We anticipate additional capital expenditures in future periods as a result of investments in new office
facilities. The timing of purchases of property and equipment may vary with business needs from period to period.
Net cash provided by financing activities was $9.4 million for the fiscal year ended June 30, 2017, which
consisted of proceeds from exercises of employee share options. Net cash provided by financing activities was
$432.8 million for the fiscal year ended June 30, 2016, which consisted of $431.4 million of proceeds from the
issuance of Class A ordinary shares from our IPO, net of offering costs, and $6.7 million of proceeds from exercises
of employee share options, offset by taxes paid related to the net share settlement of equity awards of $5.4 million.
Net cash provided by financing activities was $2.3 million for the fiscal year ended June 30, 2015 as a result of
proceeds from exercises of employee share options.
Critical Accounting Polices and Estimates
We prepare our consolidated financial statements in accordance with IFRS, which includes all standards
issued by the International Accounting Standards Board and related interpretations issued by the IFRS
Interpretations Committee. The preparation of the consolidated financial statements requires us to make judgments,
estimates and assumptions that affect the reported amounts of assets, liabilities, contingent liabilities, revenues,
and expenses. We base our judgments and estimates on historical experience and on other various factors we
believe to be reasonable under the circumstances, and we evaluate these estimates on an ongoing basis. Actual
results may differ from these estimates under different assumptions and conditions and may materially affect the
financial results or the financial position reported in future periods.
While our significant accounting policies are more fully described in Note 2 in the notes to the consolidated
financial statements, the following accounting policies involve a greater degree of judgment and complexity.
Accordingly, these are the accounting policies we believe are the most critical to aid in fully understanding and
evaluating our financial condition and results of operations.
Revenue Recognition
We primarily derive revenues from subscription, maintenance, perpetual license, and training and other
services.
We recognize revenue when evidence of an arrangement exists, delivery has occurred, the risks and
rewards of ownership have been transferred to the customer, the amount of revenue and associated costs can be
measured reliably, and collection of the related receivable is probable.
If, at the outset of an arrangement, revenue cannot be measured reliably, we defer the recognition of
revenue until the arrangement fee becomes due and payable by the customer. Additionally, if, at the outset of an
arrangement, we determine that collectability is not probable, we defer the recognition of revenue until the earlier of
when collectability becomes probable or payment is received. We enter into arrangements directly with end users
as well as indirectly through solution partners and resellers. Revenue recognition for indirect customers is the same
as for direct customers as the terms of sale are substantially the same.
In the absence of industry-specific software revenue recognition guidance under IFRS, we look to
U.S. GAAP when establishing policies related to revenue recognition. Our revenue recognition policy considers the
guidance provided by the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification
(“ASC”) Subtopic 985-605, Software Revenue Recognition, and FASB ASC Subtopic 605-25, Multiple-Element
Arrangements, where applicable, as authorized by International Accounting Standard (“IAS”) 8, Accounting Policies,
Changes in Accounting Estimates and Errors.
Subscription revenue
Subscription revenue is recognized as services are performed, commencing with the date our service is
made available to customers and all other revenue recognition criteria have been satisfied.
Maintenance revenue
Maintenance revenue is recognized ratably over the term of the support period.
54
Perpetual license revenue
Perpetual license revenue is recognized on the date of product delivery for the license portion of perpetual
license arrangements.
Other revenue
Revenue from the sale of third-party vendor products on our Atlassian Marketplace is recognized net of the
vendor liability portion as we function as an agent in the relationship. Our portion of revenue is recognized at the
date of product delivery given that we do not have any future obligations. Revenue from training is recognized as
delivered or as the rights to receive training expire.
Multiple-element arrangements
Many of our arrangements include purchases of both software related products and services. For these
software related multiple-element arrangements, we apply the residual method to determine the amount of new
software license revenue to be recognized. We first allocate fair value of each element of a software related
multiple-element arrangement based on its fair value as determined by vendor specific objective evidence
(“VSOE”), with any remaining amount allocated to the software license. We determine VSOE based on our
historical pricing for a specific product or service when sold separately and when a substantial majority of the selling
prices for these services fall within a narrow range.
Cloud-based arrangements may be purchased alongside other services that are intended to be used with the
cloud offering. These arrangements are considered to be non-software multiple-element arrangements. Accordingly,
we allocate revenue to each element considered to be a separate unit of accounting using the relative selling prices
of each unit.
The relative selling price for each element is based upon the following selling price hierarchy: VSOE if
available, third-party evidence (“TPE”) if VSOE is not available, or estimated selling price if neither VSOE nor TPE
are available. Historically, we have established VSOE for all non-software elements using the same methodology
applied to software-related elements, as a substantial majority of the selling prices for these elements fall within a
narrow range when sold separately. The application of VSOE methodologies requires judgment, including the
determination of when to account for deliverables separately and how to allocate the total arrangement fee to its
individual elements. Changes to the elements in our arrangements and our ability to establish VSOE for those
elements may impact the timing of revenue recognition, which may result in a material change to the amount of
revenue recorded in a given period.
If we enter into an arrangement with both software and non-software deliverables, we will first allocate the
total arrangement consideration based on the relative selling prices of the software group of elements as a whole
and the non-software elements. We then further allocate consideration within the software group in accordance with
the residual method described above.
The revenue amounts allocated to each element are recognized when the revenue recognition criteria
described above have been met for the respective element.
Share-based Payments
We recognize share-based payment expense for our equity-settled transactions, including employee and
non-employee director share option and RSU awards based on fair value of the award at the grant date. We
recognize the expense over the period in which service conditions are fulfilled, with each portion of an award that
vests on a different date (i.e., each tranche) being accounted for separately, which requires separate measurement
and attribution. The cumulative expense recognized for equity-settled transactions at each reporting date until the
vesting date reflects the extent to which actual vesting has occurred along with our best estimate of the number of
equity instruments that will ultimately vest. The share-based payment expense for each reporting period reflects the
movement in cumulative expense recognized at the beginning and end of that period. We do not recognize expense
for shares that do not ultimately vest. As required under IFRS, we follow the accelerated method of expense
recognition for share-based awards, as the awards vest in tranches over the vesting period.
We measure share-based payment expense by reference to the fair value of the equity instruments at the
date at which they are granted. The accounting estimates and assumptions relating to share-based payments may
impact expenses, equity and the carrying amounts of liabilities within a given period.
55
We estimate a forfeiture rate in calculating the amount of share-based payment expense we recognize in our
consolidated statements of comprehensive income. We estimate our forfeiture rate based on an analysis of our
actual forfeitures and we will continue to evaluate the appropriateness of the forfeiture rate based on actual
forfeiture experience, analysis of employee turnover and other factors. Changes in the estimated forfeiture rate can
have a significant impact on our share-based payment expense as the cumulative effect of adjusting the rate is
recognized in the period the forfeiture estimate is changed. If a revised forfeiture rate is higher than the previously
estimated forfeiture rate, an adjustment is made that will result in a decrease to the share-based payment expense
recognized in our financial statements. If a revised forfeiture rate is lower than the previously estimated forfeiture
rate, an adjustment is made that will result in an increase to the share-based payment expense recognized in our
financial statements.
As part of our acquisition of Trello, we exchanged unvested stock options held by Trello employees for
unvested share options of the company. Prior to our IPO, we granted share options to certain employees as part of
their compensation package. We estimate the fair value of share options using the Black-Scholes option-valuation
model.
Our Black-Scholes option-valuation model requires the input of highly subjective assumptions and estimates,
which involve inherent uncertainties and the application of management's judgment. If factors change and different
assumptions are used, our share-based payment expense could be materially different in the future. The following
assumptions were used as inputs for the option-valuation model:
• Fair value of underlying shares—Prior to our IPO, there was no active external or internal market for our
shares at the date of the grant. In order to determine the fair value of our restricted shares prior to our
IPO, we enlisted the assistance of a third-party valuation firm. The valuations of our shares were
determined in accordance with the guidelines outlined in the American Institute of Certified Public
Accountants Practice Aid, Valuation of Privately-Held-Company Equity Securities Issued as
Compensation. Following our IPO, we refer to the closing stock price on the grant date to determine the
fair value of the underlying Class A ordinary shares.
• Expected volatility—As there was no active external or internal market for our shares prior to our IPO,
we estimated the expected volatility for our shares by taking the average historic price volatility for a
group of publicly traded industry peers. Our industry peers consist of several public companies in the
technology industry that are similar to us in size and stage of life cycle. Following our IPO, we estimate
expected future volatility based on the historical volatility of our stock price.
• Expected term—We determined the expected term based on the average period the share options are
expected to remain outstanding.
• Risk-free interest rate—We based the risk-free interest rate on the implied yield available on zero-
coupon government issued securities in the country in whose currency the exercise price was expressed
over the expected term of the option.
• Dividend yield—Prior to our IPO, the restricted shares underlying our share options were not entitled to
dividends. As such, we used an expected dividend yield of zero. Following our IPO, we do not anticipate
paying any cash dividends in the foreseeable future and therefore use an expected dividend yield
of zero in the option pricing model.
Business Combinations
Accounting for business combinations requires us to make significant estimates, assumptions, and
judgments at the acquisition date with respect to tangible and intangible assets acquired and liabilities assumed.
These estimates in valuing certain intangible assets and goodwill we have acquired include but are not limited to:
•
•
future expected cash flows from sales, other customer contracts and acquired developed technologies;
the acquired company’s trade name, trademark and existing customer relationships, as well as
assumptions about the useful lives of the acquired trade name, trademark and customer relationships;
•
uncertain tax positions; and
56
•
discount rates used to determine the present value of estimated future cash flows.
Unanticipated events and circumstances may occur that may affect the accuracy or validity of such
assumptions, estimates or actual results.
Goodwill, Intangibles, and Other Long-Lived Assets
We make significant estimates, assumptions, and judgments when valuing goodwill and other intangible
assets in connection with the initial purchase price allocation of an acquired entity, as well as when evaluating
impairment of goodwill and other acquired intangible assets on an ongoing basis. These estimates are based upon
a number of factors, including historical experience, market conditions, and information obtained from the
management of the acquired company. Critical estimates in valuing certain intangible assets include, but are not
limited to, cash flows that an asset is expected to generate in the future, discount rates, the time and expense that
would be necessary to recreate the assets, and the expected use of the acquired assets. The amounts and useful
lives assigned to identified intangible assets impacts the amount and timing of future amortization expense.
We assess impairment of all assets at each reporting date by evaluating conditions specific to us and to the
particular asset that may lead to impairment. These include product performance, technology, economic and
political environments, and future product expectations. If an impairment trigger exists, the recoverable amount of
the asset is determined. No indicators of impairment existed that were significant enough to warrant such assets to
be tested for impairment in the fiscal years ended June 30, 2017, 2016 and 2015.
Income Tax
We use the liability method of accounting for income taxes. Deferred income tax assets and liabilities
represent temporary differences between the carrying amounts of assets and liabilities in our consolidated financial
statements and their corresponding tax basis used in the computation of taxable income. Deferred tax is not
recognized on the initial recognition of goodwill, or the initial recognition of an asset or liability (other than in a
business combination) in a transaction that affects neither tax nor accounting income.
We recognize deferred tax liabilities for taxable temporary differences associated with our investments in our
subsidiaries and associates, except where we are able to control the reversal of the temporary differences and it is
probable that the temporary difference will not reverse in the foreseeable future. Deferred tax liabilities are generally
provided for in full.
We recognize deferred tax assets to the extent that they are expected to reverse in the foreseeable future
and it is probable that they will be able to be utilized against future taxable income, based on our forecast of future
operating results. Deferred tax assets are adjusted for significant non-taxable income, expenses and specific limits
on the use of any unused tax loss or credit. Unrecognized deferred income tax assets are reassessed at each
reporting date and are recognized to the extent that it has become probable that future taxable income will allow the
deferred tax asset to be recovered.
We calculate deferred tax assets and liabilities, without discounting, at the tax rates and laws that we expect
to apply to their respective period of realization, provided the tax rates and laws are enacted or substantively
enacted by the end of our reporting period. The carrying amount of deferred tax assets are reviewed at each
reporting date and reduced to the extent that it is no longer probable that sufficient taxable income will be available
to allow all or part of the deferred tax asset to be utilized.
Deferred tax liabilities and assets are offset when there is a legally enforceable right to offset current tax
assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and
we intend to settle our current tax assets and liabilities on a net basis. Changes in deferred tax assets or liabilities
are recognized as a component of tax income or expense in our consolidated statements of comprehensive
income, except where they relate to items that are recognized in other comprehensive income (loss) or directly in
equity, in which case the related deferred tax is also recognized in other comprehensive income (loss) or equity,
respectively. Where deferred tax arises from the initial accounting for a business combination, the tax effect is
included in the accounting for the business combination.
Our corporate structure and intercompany arrangements align with our expanding international business
activities. The application of the tax laws of various jurisdictions to our international business activities is subject to
interpretation. The taxing authorities of the jurisdictions in which we operate may challenge our methodologies for
valuing developed technology or intercompany arrangements, including our transfer pricing, or determine the
manner in which we operate our business is not consistent with the manner in which we report our income to the
57
jurisdictions. If such a disagreement were to occur, and our positions were not sustained, we could be required to
pay additional taxes, interest and penalties, resulting in higher effective tax rates, reduced cash flows and lower
overall profitability of our operations.
New accounting standards not yet adopted
In May 2014, the IASB issued IFRS 15, Revenue from Contracts with Customers, which supersedes most
current revenue recognition requirements. The standard establishes a principle for recognizing revenue upon the
transfer of promised goods or services to customers, in an amount that reflects the expected consideration to be
entitled to in exchange for those goods or services. The standard also requires new disclosures about the nature,
amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. The standard is
effective for our fiscal year ending June 30, 2019, and while early application is permitted under IFRS, we plan to
adopt the new standard as of July 1, 2018.
The standard may be applied retrospectively to each prior period presented (full retrospective method), or
with the cumulative effect recognized in beginning retained earnings (accumulated deficit) as of the date of initial
adoption (modified retrospective method).
As a result of adoption we expect the primary impact to be related to our term-based licenses of our on-
premises products, as we anticipate a portion of revenue for these contracts will be recognized earlier. Currently, we
recognize revenue for our term-based licenses ratably over the service period. We continue to evaluate and
quantify the impact of adopting IFRS 15 on our consolidated financial statements. We have assigned internal
resources, engaged third-party service providers and have a preliminary project plan in order to guide us in this
implementation.
In January 2016, the IASB issued the IFRS 16, Leases, which supersedes the existing leases standard,
IAS 17, Leases, and related interpretations. The standard introduces a single lessee accounting model and requires
a lessee to recognize all leases with a term of more than 12 months, as assets and liabilities on its statement of
financial position. The standard is effective beginning for our fiscal year ending June 30, 2020, though early
adoption is permitted for companies that early adopt IFRS 15. We are currently evaluating the impact of adopting
the standard on our consolidated financial statements.
C. Research and Development, Patents and Licenses, etc.
Research and Development
Our research and development organization is primarily responsible for design, development, testing and
delivery of our products and platform. It is also responsible for our customer services platforms, including billing and
support, our Marketplace platform and marketing and sales systems that power our automated distribution model.
As a company, we prioritize research and development above all other operating investments. Over the last
three fiscal years, we invested $521.4 million in research and development activities, excluding share-based
compensation, translating to 37.3% of the revenue generated over the same period. During this period, we
successfully launched several new innovations including the introduction of three purpose-built versions of JIRA
(JIRA Software, JIRA Service Desk and JIRA Core) and Data Center products for JIRA, Confluence, HipChat and
Bitbucket.
As of June 30, 2017, over 50% of our employees were involved in research and development activities. Our
research and development organization is globally distributed across four locations: Sydney, Australia, the San
Francisco Bay Area, California, New York, New York, and Austin, Texas. In addition, we conduct research and
development activities at our partner location in Gdansk, Poland.
Our research and development organization consists of flexible and dynamic teams that follow agile
development methodologies to enable rapid product releases across our various platforms: Cloud, Server and Data
Center. In addition to investing in our internal development teams, we invest heavily in our developer ecosystem to
enable external software developers to build features and solutions on top of our platform. Given our relentless
focus on the customer, we work closely with our customers to develop our products, and have designed a
development process that incorporates the feedback that matters most—from our users. From maintaining an
active online community to measuring user satisfaction for our products, we are able to address our users’ greatest
needs.
58
Intellectual Property
We protect our intellectual property through a combination of trademarks, domain names, copyrights, trade
secrets and patents, as well as contractual provisions and restrictions governing access to our proprietary
technology.
We registered ‘‘Atlassian’’ as a trademark in the United States, Australia, the European Union, Russia,
China, Japan, Switzerland, Norway, Singapore, Israel, Korea, and Canada. We also have filed other trademark
applications in the United States, Australia, the European Union, Brazil, Russia, India, and China, and certain other
jurisdictions, and will pursue additional trademark registrations to the extent we believe it would be beneficial and
cost effective.
As of June 30, 2017, we had 14 issued patents and 36 applications pending in the United States. We had no
issued patents or patent applications pending in jurisdictions outside of the United States. These patents and patent
applications seek to protect proprietary inventions relevant to our business. We intend to pursue additional patent
protection to the extent we believe it would be beneficial and cost effective.
We are the registered holder of a variety of domain names that include ‘‘Atlassian’’ and similar variations.
In addition to the protection provided by our registered intellectual property rights, we protect our intellectual
property rights by imposing contractual obligations on third parties who develop or access our technology. We enter
into confidentiality agreements with our employees, consultants, contractors and business partners. Our
employees, consultants and contractors are also subject to invention assignment agreements, pursuant to which we
obtain rights to technology that they develop for us. We further protect our rights in our proprietary technology and
intellectual property through restrictive license and service use provisions in both the general and product-specific
terms of use on our website and in other business contracts.
D. Trend Information
Other than as disclosed elsewhere in this annual report, we are not aware of any trends, uncertainties,
demands, commitments or events for the current fiscal year that are reasonably likely to have a material effect on
our revenues, income, profitability, liquidity or capital reserves, or that caused the disclosed financial information to
be not necessarily indicative of future operating results or financial conditions.
E. Off-Balance Sheet Arrangements
At June 30, 2017, 2016 and 2015, we did not have any relationships with unconsolidated organizations or
financial partnerships, such as structured finance or special purpose entities that would have been established for
the purpose of facilitating off-balance sheet arrangements or other purposes. Other than operating leases for office
space, we have not engaged in off-balance sheet financing arrangements.
F. Contractual Obligations and Commitments
Our principal contractual commitments primarily consist of obligations under operating leases for office space
and contractual commitments for hosting services. At June 30, 2017, the future non-cancelable minimum lease
payments under these obligations, and our future non-cancelable minimum payments under our other contractual
obligations, were as follows:
Payments Due by Period
Total
Less than
1 year
1 to 3
years
3 to 5
years
After 5
years
55,869 $
(U.S. $ in thousands)
36,615 $
14,309 $
4,945 $
8,110
6,956
1,154
—
63,979 $
21,265 $
37,769 $
4,945 $
$
$
—
—
—
Operating lease obligations
Other obligations
Total
G. Safe Harbor
See “Special Note Regarding Forward-Looking Statements.”
59
Item 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
A. Directors and Senior Management
The following table sets forth information for our directors and executive officers, and their ages as of
June 30, 2017. Unless otherwise stated, the address for our non-employee directors and executive officers, other
than Messrs. Cannon-Brookes and Farquhar, is 1098 Harrison Street, San Francisco, California 94103. The
address for Messrs. Cannon-Brookes and Farquhar is Level 6, 341 George Street, Sydney, NSW, 2000, Australia.
Name
Executive Officers and Employee Directors
Michael Cannon-Brookes
Scott Farquhar
Jay Simons
Murray Demo(1)
Tom Kennedy
Helen Russell
Sri Viswanath
Non-Employee Directors:
Shona Brown(2)
Heather Mirjahangir Fernandez(3)(4)
Jay Parikh(2)
Enrique Salem(3)(4)
Steven Sordello(3)
Richard P. Wong(2)(4)
__________________________________
Age Position
37
37
44
56
43
49
42
51
41
44
51
48
48
Co-Founder, Co-Chief Executive Officer and Director
Co-Founder, Co-Chief Executive Officer and Chair
President
Chief Financial Officer
Chief Legal Officer
Chief People Officer
Chief Technology Officer
Director
Director
Director
Director
Director
Director
(1) Mr. Demo will be leaving Atlassian on December 31, 2017 to focus on his corporate and non-profit board work.
(2) Member of the compensation and leadership development committee.
(3) Member of the audit committee.
(4) Member of the nominating and corporate governance committee.
Each executive officer serves at the discretion of our board of directors and holds office until his or her
successor is duly elected and qualified or until his or her earlier resignation or removal. There are no family
relationships among any of our directors or executive officers and no arrangement or understanding with major
shareholders, customers, suppliers or others, pursuant to which any directors or executive officers were selected as
a director or member of senior management.
Executive Officers and Employee Directors
Michael Cannon-Brookes co-founded Atlassian and has served as our Co-Chief Executive Officer and as a
member of our board of directors since October 2002. Mr. Cannon-Brookes has also served as an adjunct professor
of computer science & engineering at the University of New South Wales, Australia since April 2014. Mr. Cannon-
Brookes holds a Bachelor of Commerce in information systems from the University of New South Wales, Australia.
Scott Farquhar co-founded Atlassian and has served as our Co-Chief Executive Officer and as a member of
our board of directors since October 2002 and as chair of our board of directors since December 2016. Mr.
Farquhar holds a Bachelor of Science in business information technology from the University of New South Wales,
Australia.
60
Jay Simons has served as our President since August 2011. From June 2008 to August 2011, Mr. Simons
served as our Vice President of Sales and Marketing. From October 2005 to May 2008, Mr. Simons served in
various roles, including Vice President, Marketing, at BEA Systems, Inc. an enterprise software company, which
was acquired by Oracle Corporation in 2008. From 1998 to 2005, Mr. Simons served in various roles, including Vice
President, Product Marketing & Strategy, at Plumtree Software, Inc., a web software company, which was acquired
by BEA Systems, Inc. in 2005. Mr. Simons is currently a director of HubSpot, Inc., a publicly-traded software
company. Mr. Simons holds a Bachelor of Arts in political science and environmental science from the University of
Washington.
Murray Demo has served as our Chief Financial Officer since October 2015. From December 2011 to
October 2015, Mr. Demo served on our board of directors. From May 2009 to June 2012, Mr. Demo served as the
Executive Vice President and Chief Financial Officer of Dolby Laboratories, Inc., an entertainment technology
company. From September 2007 to June 2008, Mr. Demo was the Executive Vice President and Chief Financial
Officer of LiveOps, Inc., a contact center software and call center outsourcing company. From May 2007 to
September 2007, Mr. Demo served as Executive Vice President and Chief Financial Officer of Postini, Inc., an on-
demand communication security software company, which was acquired by Google Inc. in 2007. From 1996 to
2006, Mr. Demo served in various senior finance roles at Adobe Systems Incorporated, a software company,
including serving as Chief Financial Officer from 2000 to 2006. Mr. Demo is currently a director of Citrix
Systems, Inc., a publicly-traded software company, and several other private companies. Mr. Demo holds a Master
in Business Administration from Golden Gate University and a Bachelor of Arts in business economics from the
University of California, Santa Barbara.
Tom Kennedy has served as our Chief Legal Officer since October 2011. From July 2010 to July 2011,
Mr. Kennedy served as a Transition Executive at IBM Corporation, a global technology company. From July 2007 to
July 2010, Mr. Kennedy served as Senior Vice President and General Counsel of BigFix, Inc., a security software
company, which was acquired by IBM Corporation in 2010. From November 1999 to May 2007, Mr. Kennedy was
an attorney at Cooley LLP. Mr. Kennedy holds a Juris Doctor degree from the University of California, Los Angeles
and a Bachelor of Arts in political science from the University of California, Berkeley.
Helen Russell has served as our Chief People Officer since October 2016. From July 2014 to August 2016,
Ms. Russell served as Chief Human Resources Officer of Sonos, Inc., a provider of home sound systems. From
August 2010 to June 2014, Ms. Russell served as Global Head of Human Resources Officer of Kantar Group, a
research, data and insight consultancy. From 2005 to 2010, Ms. Russell served as Vice President Human
Resources EMEA for Yahoo Inc., a web services provider, which was acquired by Verizon in 2017, and from 2000 to
2005 as Vice President Human Resources EMEA for Siebel CRM Systems, Inc., an enterprise software company,
acquired by Oracle Corporation in 2005. Ms. Russell holds a Bachelor of Arts in sociology and bio-mechanics from
the University of Liverpool, England.
Sri Viswanath has served as our Chief Technology Officer since January 2016. From April 2013 to
December 2015, Mr. Viswanath served as Chief Technology Officer and Senior Vice President of Product and
Engineering at Groupon, Inc., a global local commerce company. From September 2012 to April 2013, Mr.
Viswanath was the Vice President of Research and Development for mobile computing at VMware, a provider of
cloud and virtualization software and services. From September 2009 to November 2011, Mr. Viswanath served as
Senior Vice President of Engineering at Ning, Inc., an online SaaS platform company, which was acquired in
November 2011 by Glam Media, a media company, where he became Senior Vice President of Engineering and
General Manager of publisher products from November 2011 to August 2012. From 1999 to July 2008, Mr.
Viswanath led the development of a number of open-source and business-to-business products at Sun
Microsystems. Mr. Viswanath holds a Master of Science in computer science from Clemson University and a Master
of Science in management from Stanford University.
Non-Employee Directors
Shona Brown has served on our board of directors since November 2015. Dr. Brown is currently an
independent advisor. She served as a senior advisor to Google Inc., an Internet search and technology company,
from January 2013 until November 2015. From April 2011 to December 2012, Dr. Brown served as Senior Vice
President of Google.org, Google's charitable organization. From 2003 to 2011, Dr. Brown served as Vice President,
Business Operation of Google Inc., most recently as Senior Vice President. From 2000 to 2003, Dr. Brown served
as a Partner at McKinsey & Company. Dr. Brown is currently a director of PepsiCo, Inc., a publicly-traded food and
beverage company, as well as several non-profit organizations. Dr. Brown holds a Bachelor of Computer Systems
61
Engineering from Carleton University, a Master of Arts in philosophy and economics from Oxford University and a
Ph.D. in industrial engineering and industrial management from Stanford University.
Heather Mirjahangir Fernandez has served on our board of directors since November 2015.
Ms. Mirjahangir Fernandez is the Chief Executive Officer and co-founder of Solv., an early stage private company in
the digital health space. From January 2014 to August 2015, Ms. Mirjahangir Fernandez served as Senior Vice
President and General Manager of Business Services at Trulia, Inc., an online residential real estate site, which was
acquired by Zillow, Inc. in 2015. From August 2006 to January 2014, Ms. Mirjahangir Fernandez served in various
other senior management positions in sales and marketing at Trulia, Inc. Prior to Trulia, Inc., Ms. Mirjahangir
Fernandez was an advisor at Morgan Stanley and Director of the Impact Group at Blanc & Otus. Ms. Mirjahangir
Fernandez holds a Master in Business Administration from Stanford University Graduate School of Business and a
Bachelor of Arts in political science from University of California, Berkeley.
Jay Parikh has served on our board of directors since July 2013. Mr. Parikh has served as Vice President of
Infrastructure Engineering of Facebook, Inc. since November 2009. From October 2007 to October 2009, Mr. Parikh
served as Senior Vice President, Engineering & Operations at Ning, Inc., a social networking company. From April
1999 to October 2007, Mr. Parikh served as Vice President of Engineering at Akamai Technologies, Inc., a cloud
services provider. Mr. Parikh holds a Bachelor of Science in mechanical engineering from Virginia Tech.
Enrique Salem has served on our board of directors since July 2013. Mr. Salem has served as a Managing
Director of Bain Capital Ventures since July 2014. From April 2009 to July 2012, Mr. Salem served as President,
Chief Executive Officer and a director of Symantec Corporation, a publicly-traded computer security company. From
June 2004 to April 2009, Mr. Salem served in various other senior management positions at Symantec Corporation.
From April 2002 to June 2004, Mr. Salem served as the President and Chief Executive Officer of Brightmail, Inc., an
email filtering company, which was acquired by Symantec Corporation in 2004. Mr. Salem is currently a director
of FireEye, Inc., a publicly-traded network security company and several other private companies. Mr. Salem holds
a Bachelor of Arts degree in computer science from Dartmouth College.
Steven Sordello has served on our board of directors since November 2015. Since July 2007, Mr. Sordello
has served as the Chief Financial Officer of LinkedIn Corporation, an online business-oriented social networking
service, which was acquired by Microsoft in 2016. From August 2006 to July 2007, Mr. Sordello served as Chief
Financial Officer of TiVo, Inc., a manufacturer of digital video recorders. From May 1999 to October 2005,
Mr. Sordello served in several roles, including as Chief Financial Officer, at Ask Jeeves, Inc., an Internet search
engine company, which was acquired by IAC in 2005. Prior to that, Mr. Sordello served in various finance roles at
Adobe Systems Incorporated, a software company, and Syntex Corporation, a pharmaceuticals company, which
was acquired by Roche Pharmaceuticals in 1994. Mr. Sordello is currently a director of Cloudera, Inc., a publicly
traded software company. Mr. Sordello holds a Master in Business Administration and a Bachelor of Science in
business from Santa Clara University.
Richard P. Wong has served on our board of directors since July 2010. Mr. Wong has served as a General
Partner to Accel Partners, a venture capital firm, since December 2006. From January 2001 to November 2006, Mr.
Wong held a number of executive roles at Openwave Systems Inc., a mobile software company, including Senior
Vice President of Products and Chief Marketing Officer. Mr. Wong is currently a director of Sunrun Inc., a publicly-
traded solar energy company, and several other private companies. Mr. Wong holds a Master in Management from
the MIT Sloan School of Management and a Bachelor of Science in materials science and engineering from the
Massachusetts Institute of Technology.
B. Compensation
Executive Officers’ Compensation
For the fiscal year ended June 30, 2017, we paid an aggregate of $2,973,294 million in cash compensation and
benefits to our executive officers, including our Co-Chief Executive Officers who also served as employee directors.
We paid our executive officers a base salary and annual cash bonus and made contributions to their retirement
funds, however, Messrs. Cannon-Brookes and Farquhar each opted not to participate in our bonus for fiscal 2017.
62
Directors’ Compensation
Employee Directors
For the fiscal year ended June 30, 2017, we did not pay our employee directors any compensation for their
services as directors. The table below sets forth the compensation paid to our employee directors for their services
as executive officers for the fiscal year ended June 30, 2017:
Fiscal Year Ended June 30, 2017 Employee Directors’ Compensation (U.S. $) (1)
Name
Michael Cannon-Brookes
Scott Farquhar
Salary/Fees
Benefits
$
$
294,615
294,615
-
-
Annual
Bonus(2)
Long-Term
Incentive
Retirement
Benefits(3)
-
-
- $
- $
27,988 $
27,988 $
Total
322,603
322,603
(1) For the fiscal year ended June 30, 2017, the cash compensation for our employee directors were set, and paid,
in Australian dollars. Currency received by our employee directors in Australian dollars have been converted
into U.S. dollars based on the U.S. Department of Treasury reporting rates of exchange as of June 30, 2017,
which provides an exchange rate of USD 1.00 to AUD 1.30.
(2) Messrs. Cannon-Brookes and Farquhar each opted not to participate in our bonus plan during the fiscal year
ended June 30, 2017.
(3) These amounts represent our contributions to each employee director's retirement fund, as required by
applicable jurisdictional law.
Non-Employee Directors
In connection with our IPO in December 2015, we implemented a formal policy (the “Director Compensation
Policy”) pursuant to which our non-employee directors are eligible to receive the following cash retainers and equity
awards (U.S. $):
Annual Retainer for Board Membership
Annual service on the board of directors
Additional retainer for annual service as chair of the board of directors
Additional Annual Retainer for Committee Chairs
Annual service as chair of the audit committee
Annual service as chair of the compensation and leadership development committee
Annual service as chair of the nominating and corporate governance committee
$
$
$
$
$
50,000
35,000
20,000
15,000
10,000
Our Director Compensation Policy provides that, upon initial election to our board of directors, each non-
employee director will be granted RSUs having a fair market value of $250,000 (the "Initial Grant") based on the
closing trading price of a Class A ordinary share on the date of grant. In addition, on the date of each annual
meeting of shareholders, each non-employee director who will continue as a non-employee director following such
meeting will be granted an annual award of RSUs having a fair market value of $225,000 (the "Annual Grant"). If a
new non-employee director joins our board of directors on a date other than the date of our annual meeting of
shareholders, such non-employee director will be granted a pro-rata portion of the Annual Grant, based on the time
between his or her appointment and our next annual meeting of shareholders. The Initial Grant will vest according to
the following schedule: 25% will vest on the one-year anniversary of the grant date and the remaining 75% will vest
in equal quarterly installments over the next three years, subject to continued service as a director through the
applicable vesting dates. The Annual Grant will vest in full on the earlier of (i) the one-year anniversary of the grant
date or (ii) the next annual meeting of shareholders, subject to continued service as a director through the
applicable vesting date.
63
All awards granted to our non-employee directors are subject to full accelerated vesting upon the sale of the
company.
We reimburse all reasonable out-of-pocket expenses incurred by directors in attending meetings of the board
of directors or any committee thereof, or otherwise in connection with the exercise of their powers and
responsibilities as directors.
Each of our non-employee directors is required, within four years following his or her first election to our
board of directors (or, if later, from the effective date of our Director Compensation Policy), to own Class A ordinary
shares having an aggregate value of at least $250,000.
For the fiscal year ended June 30, 2017, we paid our non-employee directors in accordance with our Director
Compensation Policy. The table below sets forth the compensation paid to our non-employee directors for the fiscal
year ended June 30, 2017:
Fiscal Year Ended June 30, 2017 Non-Employee Directors’ Compensation (U.S. $)
Name
Salary/Fees(5) Benefits
—
$
Shona Brown (1)
$
—
Douglas Burgum (2)
Heather Mirjahangir Fernandez $
$
Jay Parikh
58,000
50,000
50,000
50,000
—
—
Enrique Salem
Steven Sordello (3)
Richard P. Wong(4)
$
$
$
50,000
70,000
60,000
—
—
—
Annual
Bonus
Long-Term
Incentives(5)
Retirement
Benefits
— $
— $
— $
— $
— $
— $
— $
225,000 (6)
—
225,000 (6)
225,000 (6)
225,000 (6)
225,000 (6)
225,000 (6)
— $
— $
— $
— $
— $
— $
— $
Total
283,000
50,000
275,000
275,000
275,000
295,000
285,000
(1) Dr. Brown was the chair of the compensation and leadership development committee after the resignation of Mr.
Burgum.
(2) Mr. Burgum resigned as a non-employee director in December 2016. Prior to his resignation, Mr. Burgum was
the chair of the board of directors and the compensation and leadership development committee. The
compensation set forth in the table above was paid to Mr. Burgum for his services prior to his resignation as a
non-employee director. Other than being entitled these payments, Mr. Burgum was not entitled to any
severance or any other consideration after his resignation as a non-employee director. Pursuant to the terms of
the RSUs granted to Mr. Burgum (consistent with the terms of the RSUs granted to other non-employee
directors), any unvested RSUs held by Mr. Burgum as of his resignation date would have been terminated as of
such date and added back to the Class A ordinary shares available for issuance under our 2015 Share Incentive
Plan; Mr. Burgum did not hold any unvested RSUs as of such date.
(3) Mr. Sordello was the chair of the audit committee.
(4) Mr. Wong was the chair of the nominating and corporate governance committee.
(5) The equity awards are not subject to performance measures, so the value of the equity awards have been
included in full, notwithstanding that the equity awards are subject to outstanding service-based vesting
conditions.
(6) Each continuing non-employee member of our board of directors was granted RSUs having a fair market value
of $225,000.
Director Agreements
We entered into director agreements with each of Messrs. Burgum (who resigned as a director in December
2016), Parikh and Salem, dated June 7, 2012, July 30, 2013 and July 30, 2013, respectively.
64
The director agreement for Mr. Burgum provided him with an option to purchase 300,000 shares of
restricted stock (automatically converted into the right to receive Class A ordinary shares upon our IPO) at an
exercise price of USD $1.59. The option vests in 48 equal monthly installments from the grant date (June 12, 2012),
subject to Mr. Burgum’s continued service as a director through the applicable vesting dates, unless the
compensation and leadership development committee determines that the circumstances warrant continued
vesting. Mr. Burgum early exercised the option and received shares subject to the company’s right of repurchase if
Mr. Burgum terminates his service for any reason prior to the applicable vesting dates. As of the date of his
resignation, the company’s right of repurchase for such shares has lapsed and Mr. Burgum’s shares were fully
vested.
The director agreements for Messrs. Parikh and Salem each provided the non-employee director with an
option to purchase 200,000 shares of restricted stock (automatically converted into the right to receive Class A
ordinary shares upon our IPO), in each case at an exercise price of USD $2.92. The options vests in 48 equal
monthly installments from their respective grant dates (each on July 30, 2013), subject to the applicable director’s
continued service as a director through the applicable vesting dates, unless the compensation and leadership
development committee determines that the circumstances warrant continued vesting. Messrs. Parikh and Salem
each early exercised his option and received shares subject to the company’s right of repurchase if the applicable
director terminates his service for any reason prior to the applicable vesting dates. As of June 30, 2017, 4,167
shares for each of Messrs. Parikh and Salem remain unvested and subject to the company’s right of repurchase.
We also entered into director agreements with Dr. Brown, Ms. Mirjahangir Fernandez and Mr. Sordello in
November 2015 and each were eligible to receive cash retainers and equity awards in accordance with the terms of
our Director Compensation Policy.
We have not entered into a director agreement with Mr. Wong. In addition, we have not entered into a
director agreement or employment agreement with either Mr. Cannon-Brookes or Mr. Farquhar.
In addition, pursuant our Director Compensation Policy, Messrs. Wong, Burgum, Parikh and Salem each
were eligible to receive cash retainers and an Annual Grant in accordance with the terms of our Director
Compensation Policy.
We do not have service contracts with any of our non-employee directors that provide for benefits upon a
termination of service.
Executive Severance Plan
In December 2014, we adopted an executive severance plan (the "Executive Severance Plan"), under which
certain of our executive officers, excluding Messrs. Cannon-Brookes and Farquhar, may participate. The Executive
Severance Plan provides for a severance payment equal to six months of base salary upon a termination by us
without "cause" (as defined in the Executive Severance Plan) or a resignation by the executive officer for "good
reason" (as defined in the Executive Severance Plan). In addition, upon such a termination within 12 months
following a "change in control" (as defined in the Executive Severance Plan) in which outstanding equity awards of
the company will be assumed, continued or substituted by the successor entity, an executive officer will generally
receive 100% (or such lower percentage as may be determined by our board of directors or the compensation and
leadership development committee) accelerated vesting of all unvested and outstanding equity awards held by him
at such time; provided, that any equity awards subject to performance conditions will be deemed satisfied at the
target levels specified in the applicable award agreements. Notwithstanding the foregoing, if the outstanding equity
awards of the company will not be assumed, continued or substituted by the successor entity in connection with the
change in control, then each executive officer will receive 100% accelerated vesting of all unvested and outstanding
equity awards held by him at such time; provided, that any equity awards subject to performance conditions will be
deemed satisfied at the target levels specified in the applicable award agreements.
Executive Bonus Plan
We paid cash incentive bonuses to our executive officers for the fiscal year ended June 30, 2017 pursuant to
our annual executive bonus plan (the "FY17 Bonus Plan"). Messrs. Cannon-Brookes and Farquhar each opted not
to participate in the FY17 Bonus Plan.
65
The FY17 Bonus Plan provided our executive officers with an opportunity to earn an annual bonus payment
with a target equal to 40% of their base salary and a maximum payout equal to 60% of their base salary, based on
company performance. The Company’s performance was measured by revenue.
Retirement Benefits
For the fiscal year ended June 30, 2017, we contributed approximately $56,000 into retirement funds on
behalf of our executive officers in Australia (as required by applicable jurisdictional law), and approximately $54,000
into a 401(k) plan on behalf of our executive officers in the United States. Amounts received by our executives in
Australian dollars have been converted into U.S. dollars based on the U.S. Department of Treasury reporting rates
of exchange as of June 30, 2017, which provides an exchange rate of USD 1.00 to AUD 1.30.
401(k) Plan
We maintain a tax-qualified retirement plan (the “401(k) Plan”) that provides all regular U.S. employees,
including U.S. executive officers, with an opportunity to save for retirement on a tax-advantaged basis. Under our
401(k) Plan, participants may elect to defer a portion of their compensation on a pre-tax basis and have it
contributed to the plan subject to applicable annual Internal Revenue Code limits. The 401(k) Plan allows for
matching contributions to be made by us. Currently, we make a safe harbor match of each participant's contribution
up to a maximum of 4% of the participant's base salary, bonus and commissions paid during the applicable
contribution period. Employee elective deferrals and safe harbor matching contributions are 100% vested at all
times.
Health and Welfare Benefits
Our executive officers are eligible to participate in all of our employee benefit plans, including our medical,
dental, life and disability insurance plans, to the same extent as other employees generally in the jurisdiction each
executive officer resides. In addition, we generally do not provide our executive officers or directors with material
perquisites or other personal benefits.
Outstanding Equity Awards, Grants and Options
We periodically grant options and RSUs to our employees, directors and consultants to enable them to share
in our successes and to reinforce a corporate culture that aligns their interests with those of our shareholders.
During the fiscal year the fiscal year ended June 30, 2017, we granted 935,569 RSUs in the aggregate under
our 2015 Share Incentive Plan (the “2015 Plan”) to our non-employee directors and executive officers. Our non-
employee directors were granted equity awards during such fiscal year in accordance with the Director
Compensation Policy.
As of June 30, 2017, our executive officers held options to purchase 1,196,355 Class A ordinary shares,
options to purchase 520,271 Class B ordinary shares, and 1,757,793 RSUs. As of June 30, 2017, our directors held
78,864 RSUs.
Equity Compensation Plans
Prior to our IPO in December 2015, we granted equity awards under three main equity plans, our UK
Employee Share Option Plan (the “Share Option Plan”), our 2013 U.S. Share Option Plan (the “2013 Plan”) and our
2014 Restricted Share Unit Plan (the “2014 Plan”). Following our IPO in December 2015, we no longer grant equity
awards under these equity plans. All equity awards have since been granted under our 2015 Plan.
2015 Share Incentive Plan
Our 2015 Plan was adopted by our board of directors in October 2015 and approved by our shareholders in
November 2015 and became effective immediately prior to our IPO in December 2015. The 2015 Plan replaced the
66
Share Option Plan, the 2013 Plan and the 2014 Plan. The 2015 Plan allows the compensation and leadership
development committee to make equity-based incentive awards to our officers, employees, directors and
consultants; provided, that awards to non-employee directors and consultants will be made under a subplan to the
2015 Plan.
We initially reserved 20,700,000 Class A ordinary shares for the issuance of awards under the 2015 Plan.
The 2015 Plan provides that the number of shares reserved and available for issuance under the plan will
automatically increase each July 1, beginning on July 1, 2016, by 5% of the outstanding Class A ordinary shares on
the immediately preceding June 30th or such lesser number of Class A ordinary shares as determined by the
compensation and leadership development committee in its discretion. This number is subject to adjustment in the
event of a share split, share dividend or other change in our capitalization. As of June 30, 2017, 8,800,785 RSUs,
1,134,032 Restricted Share Awards, and 881,952 options to purchase Class A ordinary shares at a weighted-
average exercise price of approximately $0.73 remained outstanding under the 2015 Plan.
The shares we issue under the 2015 Plan will be newly created shares or shares that we reacquire. The
Class A ordinary shares underlying any awards that are forfeited, cancelled, held back upon exercise or settlement
of an award to satisfy the exercise price or tax withholding, reacquired by us prior to vesting, satisfied without the
issuance of shares, expire or are otherwise terminated (other than by exercise) under the 2015 Plan or our other
equity plans will be added back to the Class A ordinary shares available for issuance under the 2015 Plan.
Options and share appreciation rights with respect to no more than 5,000,000 shares may be granted to any
one individual in any one calendar year and the maximum “performance-based award” payable to any one “covered
employee” during a performance cycle under the 2015 Plan is 5,000,000 shares or $5,000,000 in the case of cash-
based performance awards. The maximum number of shares that may be issued as incentive share options may
not exceed 20,700,000 cumulatively increased on July 1, 2016 and on each July 1st thereafter by the lesser of the
annual increase for such year or 10,350,000 shares. The value of all awards issued under the 2015 Plan and all
other cash compensation paid by us to any non-employee director in any calendar year cannot exceed $1,500,000.
The 2015 Plan is administered by our compensation and leadership development committee. Our
compensation and leadership development committee has full power to select, from among the individuals eligible
for awards, the individuals to whom awards will be granted, to make any combination of awards to participants, and
to determine the specific terms and conditions of each award, subject to the provisions of the 2015 Plan. Persons
eligible to participate in the 2015 Plan will be those full- or part-time officers, employees, non-employee directors
and consultants as selected from time to time by our compensation and leadership development committee in its
discretion. Our compensation and leadership development committee may also delegate to our Chief Executive
Officers, the chair of our compensation and leadership development committee, or a committee including either of
such individuals, the power to grant awards to individuals (other than individuals subject to Section 16 of the
Exchange Act or Section 162(m) of the Internal Revenue Code of 1986 (the “Code”).
The 2015 Plan permits us to grant options that are intended to qualify as incentive share options under
Section 422 of the Code and options that do not so qualify. The per share exercise price of each option will be
determined by our compensation and leadership development committee but may not be less than 100% of the fair
market value of a Class A ordinary share on the date of grant. An incentive share option that is granted to an
employee who owns more than 10% of the combined voting power of all classes of our shares, or a 10% owner,
must have a per share exercise price of not less than 110% of the fair market value of a Class A ordinary share on
the date of grant. The term of each option will be fixed by our compensation and leadership development committee
and may not exceed ten years from the date of grant (five years in the case of an incentive share option held by a
10% owner). Our compensation and leadership development committee will determine at what time or times each
option may be exercised. To the extent required for incentive share option treatment under Section 422 of the Code,
the aggregate fair market value (determined as of the time of grant) of the shares that first become exercisable by
an option holder during any calendar year must not exceed $100,000. To the extent that any option exceeds this
limit, it will constitute a nonqualified share option.
Our compensation and leadership development committee may award share appreciation rights subject to
such conditions and restrictions as it may determine. Share appreciation rights entitle the recipient to Class A
ordinary shares, or cash, equal to the value of the appreciation in our share price over the exercise price. The per
share exercise price may not be less than 100% of fair market value of a share on the date of grant. The term of a
share appreciation right may not exceed ten years.
67
Our compensation and leadership development committee may award restricted Class A ordinary shares
and RSUs to participants subject to such conditions and restrictions as it may determine. These conditions and
restrictions may include the achievement of certain performance goals and/or continued employment with us
through a specified vesting period. Our compensation and leadership development committee may also grant
Class A ordinary shares that are free from any restrictions under the 2015 Plan. Unrestricted Class A ordinary
shares may be granted to participants in recognition of past services or for other valid consideration and may be
issued in lieu of cash compensation due to such participant.
Our compensation and leadership development committee may grant performance share awards to
participants that entitle the recipient to receive awards of Class A ordinary shares upon the achievement of certain
performance goals and such other conditions as our compensation and leadership development committee shall
determine. Our compensation and leadership development committee may grant dividend equivalent rights to
participants that entitle the recipient to receive credits for dividends that would be paid if the recipient had held a
specified number of Class A ordinary shares.
Our compensation and leadership development committee may grant cash bonuses under the 2015 Plan to
participants, subject to the achievement of certain performance goals.
Our compensation and leadership development committee may grant awards of restricted shares, RSUs,
performance shares or cash-based awards under the 2015 Plan that are intended to qualify as "performance-based
compensation" under Section 162(m) of the Code. These awards will only vest or become payable upon the
attainment of performance goals that are established by our compensation and leadership development committee
and related to one or more performance criteria. The performance criteria that could be used with respect to any
such awards include: total shareholder return, earnings before interest, taxes, depreciation and amortization, net
income (loss) (either before or after interest, taxes, depreciation and/or amortization), changes in the market price of
our shares, economic value-added, funds from operations or similar measure, sales or revenue or bookings,
acquisitions or strategic transactions, operating income (loss), cash flow (including, but not limited to, operating
cash flow and free cash flow), return on capital, assets, equity, or investment, return on sales, gross or net profit
levels, productivity, expense, margins, operating efficiency, customer satisfaction, working capital, earnings (loss)
per share of our shares, sales or market shares, number of customers and number of average users, any of which
may be measured in absolute terms, as compared to any incremental increase or as compared to results of a peer
group.
The 2015 Plan provides that upon the effectiveness of a “sale event,” as defined in the 2015 Plan, an
acquirer or successor entity may assume, continue or substitute for the outstanding awards under the 2015 Plan. To
the extent that awards granted under the 2015 Plan are not assumed or continued or substituted by the successor
entity, all unvested and/or unexercisable awards with time-based vesting, conditions or restrictions granted under
the 2015 Plan shall fully accelerate, and all awards with conditions and restrictions relating to the attainment of
performance goals may become vested and nonforfeitable in the plan administrator's discretion or to the extent
specified in the applicable award agreement, in each case prior to the effectiveness of the sale event and then shall
terminate. In the event of such termination, individuals holding options and share appreciation rights will be
permitted to exercise such options and share appreciation rights (to the extent exercisable) prior to the sale event.
In addition, in connection with the termination of the 2015 Plan upon a sale event, we may make or provide for a
cash payment to participants holding vested and exercisable options and share appreciation rights equal to the
difference between the per share cash consideration payable to shareholders in the sale event and the exercise
price of the options or share appreciation rights.
Our board of directors may amend or discontinue the 2015 Plan and our compensation and leadership
development committee may amend or cancel outstanding awards for purposes of satisfying changes in law or any
other lawful purpose, but no such action may adversely affect rights under an award without the holder's consent.
Certain amendments to the 2015 Plan require the approval of our shareholders.
No awards may be granted under the 2015 Plan after the date that is ten years from the date of shareholder
approval of the 2015 Plan.
68
Atlassian UK Employee Share Option Plan
The Share Option Plan was adopted in November 2013. Following our IPO in December 2015, we no longer
grant any equity awards under this plan and any shares remaining available for issuance were cancelled. The Share
Option Plan will continue to govern outstanding awards granted thereunder. As of June 30, 2017, options to
purchase 1,634,414 Class A ordinary shares remained outstanding under the Share Option Plan at a weighted-
average exercise price of approximately $2.31 per share.
The Share Option Plan allowed for the grant of options to our eligible employees, consultants or directors.
The Share Option Plan is administered by our compensation and leadership development committee. The
administrator has full power to select, from among the individuals eligible for options, the individuals to whom
options will be granted, determine the specific terms and conditions of each option, administer the Share Option
Plan and delegate functions and powers as it may consider appropriate to administer the Share Option Plan to any
person or persons capable of performing those functions and exercising those powers.
An option, whether vested or unvested, lapses on the earliest to occur on the date: (i) specified in the offer to
participate in the Share Option Plan; (ii) on which a “cessation event” (as defined in the Share Option Plan) occurs;
(iii) on which the option otherwise lapses under the terms of the Share Option Plan; (iv) on which any lapsing event
occurs as specified in the offer to participate in the Share Option Plan; and (v) June 30, 2017. We may elect to
purchase options, whether vested or not, from an option holder prior to the options being exercised.
Upon the occurrence of an “exit event” (as defined in the Share Option Plan), each option will either be
(i) assumed or an equivalent option or right will be substituted by such successor corporation or a parent or
subsidiary of such successor operation or (ii) terminated in exchange for a payment of cash, securities and/or other
property equal to the excess of the fair market value of the portion of the options that are vested and exercisable
immediately prior to the consummation of the exit event over the per share exercise price thereof.
Our board of directors may amend the Share Option Plan at any time; however, such amendment must not
adversely affect the rights of option holders, without their consent, unless such amendment is required by applicable
law.
2013 U.S. Share Option Plan
The 2013 Plan was adopted in November 2013. Following our IPO in December 2015, we no longer grant
any equity awards under this plan and any shares remaining available for issuance were cancelled. The 2013 Plan
will continue to govern outstanding awards granted thereunder. As of June 30, 2017, options to purchase 2,126,295
Class A ordinary shares remained outstanding under the 2013 Plan at a weighted-average exercise price of
approximately USD $2.75 per share.
The 2013 Plan allowed for the grant of options to our employees, directors and consultants.
The 2013 Plan is administered by our compensation and leadership development committee. The
administrator has full power to select, from among the individuals eligible for options, the individuals to whom
options will be granted, to implement an option exchange program, to determine the specific terms and conditions of
each option and to construe and interpret the terms of the 2013 Plan and any award agreements thereunder.
The 2013 Plan permitted the granting of both options to purchase restricted shares intended to qualify as
incentive share options under Section 422 of the Code and options that do not so qualify. Incentive share options
were only granted to employees and were required to meet certain other requirements. The per share option
exercise price of each option was determined by our compensation and leadership development committee but
were not be less than 100% of the fair market value of a restricted share on the date of grant. The term of each
option did not exceed seven years from the date of grant (five years in the case of an incentive share option held by
a 10% owner). The administrator determines at what time or times each option may be exercised.
The 2013 Plan provides that upon the effectiveness of a “corporate transaction,” as defined in the 2013 Plan,
each outstanding option will either be (i) assumed or an equivalent award will be substituted by the successor
69
corporation or a parent or subsidiary of such successor corporation or (ii) terminated, in exchange for payment of
cash, securities and/or other property for vested and exercisable options.
Our board of directors may amend or discontinue the 2013 Plan at any time; however, such amendment
must not adversely affect the rights of option holders without their consent. Certain amendments to the 2013 Plan
require the approval of our shareholders.
2014 Restricted Share Unit Plan
The 2014 Plan was adopted in March 2014. Following our IPO in December 2015, we no longer grant any
equity awards under this plan and any shares remaining available for issuance were cancelled. The 2014 Plan will
continue to govern outstanding awards granted thereunder. As of June 30, 2017, 3,616,688 RSUs remained
outstanding under the 2014 Plan.
The 2014 Plan allowed for the grant of RSUs to our officers, employees, directors and consultants.
The 2014 Plan is administered by our compensation and leadership development committee. The
administrator has full power to select, from among the individuals eligible for RSUs, the individuals to whom RSUs
will be granted, accelerate the vesting of all or any portion of the RSUs, administer the 2014 Plan and determine the
specific terms and conditions of each RSU, subject to the provisions of the 2014 Plan.
The 2014 Plan permitted the granting of RSUs subject to such conditions and restrictions as the
compensation and leadership development committee determine. These conditions and restrictions may have
included the achievement of certain performance goals and/or continued employment with us through a specified
vesting period.
The 2014 Plan provides that upon the effectiveness of a “sale event,” as defined in the 2014 Plan, each
unvested RSU will be forfeited immediately prior to such sale event, unless assumed or continued by the successor
entity, or awards of the successor entity or parent thereof are substituted therefor. In addition, in the event of a sale
event, we may make a cash payment to holders of RSUs in exchange for the cancellation thereof.
Our board of directors may amend or discontinue the 2014 Plan but no such actions may adversely affect
the rights of an RSU holder without consent.
2015 Employee Share Purchase Plan
The 2015 ESPP was adopted by our board of directors in October 2015 and approved by our shareholders
in November 2015. We may, but have not yet elected to, implement the ESPP.
The ESPP initially reserves and authorizes up to a total of 5,700,000 Class A ordinary shares to participating
employees. The ESPP provides that the number of shares reserved and available for issuance will automatically
increase each July 1st, beginning on July 1, 2016, by the lesser of (i) 2,850,000 Class A ordinary shares, (ii) 1% of
the outstanding number Class A ordinary shares on the immediately preceding June 30th, or (iii) such lesser
number of Class A ordinary shares as determined by the plan administrator. The share reserve is subject to
adjustment in the event of a share split, share dividend or other change in our capitalization.
The ESPP is administered by our compensation and leadership development committee. The administrator
has the authority to make all determinations for administration of the ESPP.
All employees employed by us or by any of our designated affiliates whose customary employment is for
more than 20 hours a week (unless this exclusion is not permitted by applicable law) are eligible to participate in the
ESPP. Any employee who owns 5% or more of the total combined voting power or value of all classes of our shares
is not eligible to purchase Class A ordinary shares under the ESPP.
Offerings to our employees to purchase Class A ordinary shares under the ESPP may be made at such
times as determined by the administrator. Offerings will continue for such period, referred to as offering periods, as
70
the administrator may determine, but may not be longer than 27 months. Each eligible employee may elect to
participate in any offering by submitting an enrollment form before the applicable offering date.
Each employee who is a participant in the ESPP may purchase Class A ordinary shares by authorizing
payroll deductions of up to 10% of his or her eligible compensation during an offering period. Unless the
participating employee has previously withdrawn from the offering, his or her accumulated payroll deductions will be
used to purchase Class A ordinary shares on the last business day of the applicable offering period equal to the
lower of (i) the accumulated payroll deductions divided by either a per share price equal to 85% of the fair market
value of a share of our Class A ordinary shares on the first business day or the last business day of the offering
period, whichever is lower, (ii) 2,500 Class A ordinary shares, or (iii) such other lesser maximum number of Class A
ordinary shares as shall have been established by the administrator in advance of the offering. Under applicable tax
rules, an employee may purchase no more than $25,000 worth of Class A ordinary shares, valued at the start of the
purchase period, under the ESPP in any calendar year.
The accumulated payroll deductions of any employee who is not a participant on the last day of an offering
period will be refunded. An employee's rights under the ESPP terminate upon voluntary withdrawal from the plan or
when the employee ceases employment with us for any reason.
The ESPP may be terminated or amended by our compensation and leadership development committee or
board of directors at any time. An amendment that increases the number of our Class A ordinary shares that are
authorized under the ESPP and certain other amendments require the approval of our shareholders. The plan
administrator may adopt subplans under the ESPP for employees of our non-U.S. subsidiaries and may permit such
employees to participate in the ESPP on different terms, to the extent permitted by applicable law.
C. Board Practices
Composition of our Board of Directors
Our board of directors currently consists of eight members, all of whom were elected pursuant to the board
composition provisions of our articles of association. Under our amended and restated articles of association, the
appointment of directors is determined by a majority of our board of directors and there are no contractual rights for
any shareholder to appoint a director to the board of directors.
Director Independence
Our board of directors has undertaken a review of the independence of each director. Based on information
provided by each director concerning his or her background, employment and affiliations, our board of directors has
determined that Messrs. Parikh, Salem, Sordello and Wong, Dr. Brown and Ms. Mirjahangir Fernandez do not have
relationships that would interfere with the exercise of independent judgment in carrying out the responsibilities of a
director and that each of these directors is "independent" as that term is defined under the NASDAQ listing
standards. In making these determinations, our board of directors considered the current and prior relationships that
each non-employee director has with our company and all other facts and circumstances our board of directors
deemed relevant in determining their independence, including the beneficial ownership of our shares by each non-
employee director and the transactions described in "Related Party Transactions."
Committees of the Board of Directors
Our board of directors has established an audit committee, a compensation and leadership development
committee and a nominating and corporate governance committee. The composition and responsibilities of each of
the committees of our board of directors are described below. Members serve on these committees until their
resignation or until otherwise determined by our board of directors. Our board of directors may establish other
committees as it deems necessary or appropriate from time to time.
71
Audit Committee
Messrs. Salem and Sordello and Ms. Mirjahangir Fernandez, each of whom is a non-employee director,
comprise our audit committee. Mr. Sordello is the chair of our audit committee. Our board of directors has
determined that each of the members of our audit committee satisfies the requirements for independence and
financial literacy under the listing standards of NASDAQ and SEC rules and regulations. Our board of directors has
determined that Mr. Sordello qualifies as an “audit committee financial expert” as defined in the SEC rules and
satisfies the financial sophistication requirements of the NASDAQ listing standards. Our audit committee is
responsible for, among other things:
•
•
•
•
•
•
•
selecting and hiring our independent registered public accounting firm;
evaluating the performance and independence of our independent registered public accounting firm;
approving the audit and pre-approving any non-audit services to be performed by our independent
registered public accounting firm;
reviewing our financial statements and related disclosures and reviewing our critical accounting policies and
practices;
reviewing the adequacy and effectiveness of our internal control policies and procedures and our disclosure
controls and procedures;
overseeing procedures for the treatment of complaints on accounting, internal accounting controls, or audit
matters;
reviewing and discussing with management and the independent registered public accounting firm the
results of our annual audit and the financial statements included in our publicly filed reports; and
•
reviewing and approving any proposed related person transactions.
Our audit committee operates under a written charter that satisfies the applicable rules and regulations of the
SEC and the NASDAQ listing standards.
Compensation and Leadership Development Committee
Messrs. Wong and Parikh and Dr. Brown, each of whom is a non-employee director, comprise our
compensation and leadership development committee. Dr. Brown is the chair of our compensation and leadership
development committee. Although the rules of NASDAQ do not require the compensation and leadership
development committee to be comprised entirely of independent directors for as long as we remain a foreign private
issuer, our board of directors has determined that each member of our compensation and leadership development
committee satisfies the requirements for independence under the NASDAQ listing standards and the applicable
rules and regulations of the SEC. Each member of our compensation and leadership development committee is
also a non-employee director, as defined pursuant to Rule 16b-3 promulgated under the Exchange Act. Our
compensation and leadership development committee is responsible for, among other things:
•
•
•
reviewing and evaluating our Co-Chief Executive Officers' and other executive officers' compensation,
incentive compensation plans, including the specific goals and amounts, equity compensation, employment
agreements, severance arrangements and change in control agreements, and any other benefits,
compensation or arrangements;
administering our equity and cash compensation plans; and
overseeing our overall compensation philosophy, compensation plans and benefits programs.
Our compensation and leadership development committee operates under a written charter that satisfies the
applicable rules and regulations of the SEC and the NASDAQ listing standards.
72
Nominating and Corporate Governance Committee
Messrs. Salem and Wong and Ms. Mirjahangir Fernandez, each of whom is a non-employee director,
comprise our nominating and corporate governance committee. Mr. Wong is the chair of our nominating and
corporate governance committee. Our board of directors has determined that each member of our nominating and
corporate governance committee satisfies the requirements for independence under the NASDAQ listing standards.
Our nominating and corporate governance committee is responsible for, among other things:
•
•
evaluating and making recommendations regarding the composition, organization and governance of our
board of directors and its committees;
evaluating and making recommendations regarding the creation of additional committees or the change in
mandate or dissolution of committees; and
•
reviewing and making recommendations with regard to our corporate governance guidelines.
Our nominating and corporate governance committee operates under a written charter that satisfies the
NASDAQ listing standards.
D. Employees
We have made significant investments in our business to support future growth, including a substantial
increase in our global employee base. As of June 30, 2017, 2016 and 2015, we had 2,193, 1,760 and 1,259
employees, respectively.
E. Share Ownership
For information regarding the share ownership of our directors and executive officers, please refer to “Item
6.B. Compensation” and “Item 7.A. Major Shareholders.”
Item 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
A. Major Shareholders
The following table sets forth information with respect to the beneficial ownership of our shares as of
June 30, 2017 by:
•
•
•
•
each executive officer;
our directors;
our directors and executive officers as a group; and
each person or entity known by us to own beneficially more than 5% of any class of our outstanding shares
(by number or by voting power).
We have determined beneficial ownership in accordance with the rules and regulations of the SEC, and the
information is not necessarily indicative of beneficial ownership for any other purpose. Except as indicated by the
footnotes below, we believe, based on information furnished to us, that the persons and entities named in the table
below have sole voting and sole investment power with respect to all shares that they beneficially own, subject to
applicable community property laws.
Applicable percentage ownership is based on 93,194,373 Class A ordinary shares and 135,283,942 Class B
ordinary shares outstanding as of June 30, 2017. In computing the number of shares beneficially owned by a
person and the percentage ownership of such person, we deemed to be outstanding all shares subject to options
held by the person that are currently exercisable or exercisable within 60 days of June 30, 2017. However, except
as described above, we did not deem such shares outstanding for the purpose of computing the percentage
ownership of any other person.
73
Name of Beneficial Owner
5% Shareholders:
Shares Beneficially Owned
Class A
Class B
Shares
%
Shares
%
Entities affiliated with Artisan Partners Limited Partnership (2)
5,151,318
5.53%
Entities affiliated with Baillie Gifford & Co. (3)
10,110,591
10.85%
Entities affiliated with Janus Capital Management LLC (4)
6,919,163
7.42%
Entities affiliated with T. Rowe Price Associates, Inc. (5)
15,506,893
16.64%
-
-
-
-
% of Total
Voting
Power (1)
-
-
-
-
*
*
*
1.07%
Directors and Executive Officers:
Michael Cannon-Brookes (6)
Scott Farquhar (7)
Jay Simons (8)
Murray Demo (9)
Tom Kennedy (10)
Sri Viswanath (11)
Helen Russell
Shona Brown (12)
Douglas J. Burgum (13)
Heather Mirjahangir Fernandez (14)
Jay Parikh (15)
Enrique Salem (16)
Steven Sordello (17)
Richard P. Wong (18)
All directors and executive officers as a group (14)
persons) (19)
_________
*Represents beneficial ownership of less than 1%
-
-
-
-
66,890,721
49.44%
66,890,721
49.44%
46.26%
46.26%
1,500,000
1.59%
853,271
*
270,021
343,110
83,570
-
18,607
410,985
4,359
212,007
157,840
18,607
172,217
*
*
*
-
*
*
*
*
*
*
*
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
*
*
*
*
*
*
*
*
*
*
*
3,191,323
3.38% 134,634,713
99.14%
93.33%
(1) Percentage of total voting power represents voting power with respect to all shares of our Class A ordinary
shares and Class B ordinary shares as a single class. Holders of Class A ordinary shares are entitled to one vote
per share and holders of Class B ordinary shares are entitled to ten votes per share.
(2) Based on information reported by Artisan Partners Limited Partnership (“Artisan”), Artisan Investments GP LLC,
Artisan Partners Holdings LP, and Artisan Partners Asset Management Inc. on Schedule 13G filed with the SEC on
February 3, 2017. Of the shares of Class A ordinary shares beneficially owned, Artisan, Artisan Investments GP
LLC, Artisan Partners Holdings LP, and Artisan Partners Asset Management Inc. each reported that it has shared
dispositive power with respect to 5,151,318 shares, and shared voting power with respect to 4,583,788 shares.
Entities affiliated with Artisan listed their address as 875 East Wisconsin Avenue, Suite 800, Milwaukee, WI 53202.
(3) Based on information reported by Baillie Gifford & Co (“Baillie Gifford”) on Schedule 13G filed with the SEC on
January 20, 2017. Of the shares of Class A ordinary shares beneficially owned, Baillie Gifford reported that it has
sole dispositive power with respect to 10,110,591 shares, and sole voting power with respect to 5,364,747 shares.
Baillie Gifford listed their address as Calton Square, 1 Greenside Row, Edinburgh EH1 3AN, Scotland, UK.
(4) Based on information reported by Janus Capital Management LLC. (“Janus Capital”) and Janus Enterprise Fund
on Schedule 13G filed with the SEC on February 13, 2017. Of the shares of Class A ordinary shares beneficially
owned, Janus Capital reported that it has sole dispositive power and sole voting power with respect to 6,919,163
shares. Of the shares of Class A ordinary shares beneficially owned, Janus Enterprise Fund reported that it has
sole dispositive power and sole voting power with respect to 4,910,276 shares. Entities affiliated with Janus Capital
listed their address as 151 Detroit Street, Denver, Colorado 80206.
74
(5) Based on information reported by T. Rowe Price Associates, Inc. (“T. Rowe Price”), T. Rowe Price Mid-Cap
Growth Fund, Inc., and T. Rowe Price New Horizons Fund, Inc. on Schedule 13G filed with the SEC on June 9,
2017. Of the shares of Class A ordinary shares beneficially owned, T. Rowe Price reported that it has sole
dispositive power with respect to 15,506,983 shares, and sole voting power with respect to 4,273,829 shares. Of
the shares of Class A ordinary shares beneficially owned, T. Rowe Price Mid-Cap Growth Fund, Inc., reported that it
has sole voting power with respect to 3,500,00 shares. Of the shares of Class A ordinary shares beneficially owned,
T. Rowe Price New Horizons Fund, Inc., reported that it has sole voting power with respect to 4,560,268 shares.
Entities affiliated with T. Rowe Price listed their address as 100 E. Pratt Street, Baltimore, Maryland 21202.
(6) Consists of (i) 12,442,231 Class B ordinary shares held of record by Mr. Cannon-Brookes and (ii) 54,448,490
Class B ordinary shares held of record by Grokco Pty Ltd as trustee for the Grok Trust.
(7) Consists of (i) 12,442,231 Class B ordinary shares held of record by Mr. Farquhar and (ii) 54,448,490 Class B
ordinary shares held of record by Skip Enterprises Pty Limited as trustee for the Farquhar Family Trust.
(8) Consists of (i) 233,000 Class B ordinary shares held of record by Mr. Simons, (ii) 100,000 Class B ordinary
shares held of record by The Jay Norman Simons 2013 Annuity Trust, in which Mr. Simons shares voting and
dispositive power, (iii) 500,000 Class A ordinary shares held of record by Mr. Simons, (iv) 520,271 Class B ordinary
shares subject to outstanding options that are exercisable within 60 days of June 30, 2017 and (v) 1,000,000 Class
A ordinary shares subject to outstanding options that are exercisable within 60 days of June 30, 2017.
(9) Consists of 270,021 Class A ordinary shares held of record by Mr. Demo.
(10) Consists of (i) 146,755 Class A ordinary shares held of record by Mr. Kennedy and (ii) 196,355 Class A ordinary
shares subject to outstanding options that are exercisable within 60 days of June 30, 2017.
(11) Consists of 83,750 Class A ordinary shares held of record by Mr. Viswanath.
(12) Consists of (i) 17,738 Class A ordinary shares held of record by Dr. Brown and (ii) 869 RSUs that vest within 60
days of June 30, 2017.
(13) Consists of 410,985 Class A ordinary shares held of record by the Douglas J. Burgum Revocable Trust, dated
January 5, 2007. Mr. Burgum resigned as a non-employee director in December 2016.
(14) Consists of (i) 3,490 Class A ordinary shares held of record by Ms. Fernandez and (ii) 869 RSUs that vest
within 60 days of June 30, 2017.
(15) Consists of 212,007 Class A ordinary shares held of record by Mr. Parikh as trustee of the Jay and Dhivya
Parikh Revocable Trust.
(16) Consists of 157,840 Class A ordinary shares held of record by Mr. Salem.
(17) Consists of (i) 17,738 Class A ordinary shares held of record by Mr. Sordello and (ii) 869 RSUs that vest within
60 days of June 30, 2017.
(18) Consists of 172,217 Class A ordinary shares held of record by Mr. Wong.
(19) Consists of (i) 1,992,361 Class A ordinary shares, (ii) 134,114,442 Class B ordinary shares, (iii) options to
purchase 1,196,355 Class A ordinary shares that are exercisable within 60 days of June 30, 2017, (iv) options to
purchase 520,271 Class B ordinary shares that are exercisable within 60 days of June 30, 2017 and (v) 2,607
RSUs that vest within 60 days of June 30, 2017.
Two of our major shareholders, Michael Cannon-Brookes and Scott Farquhar, hold the majority of our
outstanding Class B ordinary shares.
We are not aware of any arrangement that may, at a subsequent date, result in a change of control of our
company.
75
As of June 30, 2017, approximately 40.8% of our outstanding shares were held by one record holder in the
United States.
As of June 30, 2016, entities affiliated with Accel Partners held shares representing 5.13% of our
outstanding ordinary shares. As of June 30, 2017, entities affiliated with Accel Partners no longer hold greater than
5% of our outstanding ordinary shares.
B. Related Party Transactions
Other than as described below, since July 1, 2016, there has not been any transaction to which we were or
are a party in which we, any of our directors, executive officers, associates, holders of more than 5% of any class of
our voting securities, or any affiliates or member of the immediate family of any of the foregoing persons, had or will
have a direct or indirect material interest.
RSUs
During the fiscal year ended June 30, 2017, we granted RSUs to our non-employee directors and certain of
our executive officers.
Indemnification Agreements
We have entered into indemnification agreements with our directors and executive officers to indemnify them
to the maximum extent allowed under applicable law. These agreements indemnify these individuals against certain
costs, charges, losses, liabilities, damages and expenses incurred by such director in the execution or discharge of
his duties. These agreements do not indemnify our directors against any liability attaching to such individuals in
connection with any negligence, default, breach of duty or breach of trust in relation to the company of which he or
she is a director, which would be rendered void under the Companies Act.
We have obtained insurance policies under which, subject to the limitations of the policies, coverage is
provided to our directors and executive officers against loss arising from claims made by reason of breach of
fiduciary duty or other wrongful acts as a director or executive officer, including claims relating to public securities
matters, and to us with respect to payments that may be made by us to these directors and executive officers
pursuant to our indemnification obligations or otherwise as a matter of law.
Certain of our non-employee directors may, through their relationships with their employers, be insured and/
or indemnified against certain liabilities incurred in their capacity as members of our board of directors.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors,
executive officers or persons controlling us pursuant to the foregoing provisions, we have been informed that in the
opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore,
unenforceable.
Registration Agreement
In July 2010, our predecessor entity, Atlassian Corporation Pty Ltd., entered into a Registration Agreement
with certain holders of our outstanding share capital, including Michael Cannon-Brookes, Scott Farquhar
and entities affiliated with Accel Partners, which was a beneficial holder of more than 5% of our outstanding share
capital as of June 30, 2016. As of June 30, 2017, certain holders of our Class A ordinary shares and our Class B
ordinary shares, including our founders, are entitled to rights with respect to the registration of their shares under
the Securities Act.
Atlassian Foundation
The Atlassian Foundation, which was established in 2008 by Atlassian Corporation Pty. Ltd., one of our
indirect wholly-owned subsidiaries, with the vision of helping to make the world better. The Atlassian Foundation
works on a range of different projects including Room to Read, Cambodian Children's Trust, Social Ventures
Australia, Conservation Volunteers Australia and Habitat for Humanity, amongst others. We contribute
approximately 1% of our annual profits and all revenues associated with our starter licenses for on-premises
products to the Atlassian Foundation. We donated $2.1 million, $1.5 million and $1.3 million to the Atlassian
76
Foundation in fiscal 2017, 2016 and 2015, respectively. Additionally, since the Atlassian Foundation's inception, we
have provided, at no charge, certain resources to Atlassian Foundation employees such as office space and
salaries.
LinkedIn
In fiscal 2017, we purchased approximately $800,000 of services from LinkedIn Corporation, for recruiting
purposes, in the ordinary course of business. Steven Sordello, one of our board members, is Chief Financial Officer
of LinkedIn. The relationship between Atlassian and LinkedIn was not negotiated by Mr. Sordello and was
conducted on an arm's length basis. Mr. Sordello does not have a material interest in the relationship described
above.
Certain Relationships
From time to time, we engage in certain transactions with other companies affiliated with our directors,
executive officers, and significant shareholders or their immediate family members. We believe that all such
arrangements have been entered into in the ordinary course of business and have been conducted on an arm’s-
length basis and do not represent a material interest to such directors, executive officers or significant shareholders.
Policies and Procedures for Related Party Transactions
The audit committee has the primary responsibility for reviewing and approving or disapproving related party
transactions, which are transactions between us and related persons in which we or a related person has or will
have a direct or indirect material interest. For purposes of this policy, a related person will be defined as a director,
executive officer, nominee for director or greater than 5% beneficial owner of our ordinary shares, in each case
since the beginning of the most recently completed year, and their immediate family members. Our audit committee
charter provides that the audit committee shall review and approve or disapprove any related party transactions.
C. Interests of Experts and Counsel
Not applicable.
Item 8. FINANCIAL INFORMATION
A. Consolidated Statements and Other Financial Information
See “Item 18. Financial Statements.”
Legal Proceedings
We are not a party to any material legal proceedings. From time to time we may be subject to legal
proceedings and claims arising in the ordinary course of business.
Dividend Policy
While we have historically paid limited dividends, we do not have any present or future plan to pay dividends
on our shares. Any future determination as to the declaration and payment of dividends, if any, will be at the
discretion of our board of directors and will depend on then existing conditions, including our financial condition,
operating results, contractual restrictions, capital requirements, business prospects and other factors our board of
directors may deem relevant.
B. Significant Changes
We have not experienced any significant changes since the date of our audited consolidated financial
statements included in this annual report.
77
Item 9. THE OFFER AND LISTING
A. Offer and Listing Details
Our Class A ordinary shares are traded on NASDAQ under the symbol “TEAM.” The following table sets
forth for the periods indicated the high and low sales prices per Class A ordinary share as reported on NASDAQ (in
U.S. $):
Annual highs and lows
Fiscal year 2016 (from December 10, 2015)
Fiscal year 2017
Quarterly highs and lows
Second fiscal quarter 2016 (from December 10, 2015)
Third fiscal quarter 2016
Fourth fiscal quarter 2016
First fiscal quarter 2017
Second fiscal quarter 2017
Third fiscal quarter 2017
Fourth fiscal quarter 2017
Monthly highs and lows
January 2017
February 2017
March 2017
April 2017
May 2017
June 2017
B. Plan of Distribution
Not applicable.
C. Markets
High
Low
31.46
37.90
31.46
29.03
26.84
35.16
30.00
30.24
37.90
28.69
30.24
30.00
34.97
37.42
37.90
16.92
23.80
26.11
16.92
20.51
25.22
23.80
24.20
29.56
24.20
27.33
28.25
29.56
32.84
32.58
Our Class A ordinary shares are quoted on NASDAQ under the symbol “TEAM.”
D. Selling Shareholders
Not applicable.
E. Dilution
Not applicable.
F. Expenses of the Issue
Not applicable.
Item 10. ADDITIONAL INFORMATION
A. Share Capital
Not applicable.
78
B. Memorandum and Articles of Association
The information required by this section, including a summary of certain key provisions of our articles of
association, is set forth in the Registration Statement on Form F-1 filed with the Securities and Exchange
Commission on December 7, 2015 and is incorporated herein by reference.
C. Material Contracts
We have not entered into any material contracts other than in the ordinary course of business and other than
those described in “Item 4. Information on the Company,” “Item 5. Operating and Financial Review and Prospects”
or elsewhere in this annual report.
D. Exchange Controls
Other than applicable taxation, anti-money laundering and counter-terrorist financing law and regulations
and certain economic sanctions which may be in force from time to time, there are currently no English laws or
regulations, or any provision of our articles of association, which would prevent the import or export of capital or
remittance of dividends, interest and other payments to holders of our securities who are not residents of the U.K.
on a general basis.
E. Taxation
Material U.K. Tax Considerations
The comments set out below are based on current United Kingdom tax law as applied in England and HM
Revenue & Customs (“HMRC”) practice (which may not be binding on HMRC) as of the date of this annual report,
both of which are subject to change, possibly with retrospective effect. They are intended as a general guide and
apply only to our shareholders resident and, in the case of an individual, domiciled for tax purposes in the United
Kingdom and to whom “split year” treatment does not apply (except insofar as express reference is made to the
treatment of non-United Kingdom residents), who hold Class A ordinary shares as an investment and who are the
absolute beneficial owners thereof. The discussion does not address all possible tax consequences relating to an
investment in the Class A ordinary shares. Certain categories of shareholders, including those carrying on certain
financial activities, those subject to specific tax regimes or benefitting from certain reliefs or exemptions, those
connected with us, those that own (or are deemed to own) 5% or more of our shares and/or voting power (either
alone or together with connected persons) and those for whom the Class A ordinary shares are employment-related
securities may be subject to special rules and this summary does not apply to such shareholders and any general
statements made in this disclosure do not take them into account. This summary does not address any inheritance
tax considerations.
This summary is for general information only and is not intended to be, nor should it be considered to be,
legal or tax advice to any particular investor. It does not address all of the tax considerations that may be relevant to
specific investors in light of their particular circumstances or to investors subject to special treatment under U.K. tax
law. In particular:
Taxation of Dividends
We will not be required to withhold amounts on account of United Kingdom tax at source when paying a
dividend.
Individuals
UK resident and domiciled holders do not have to pay tax on the first £5,000 of dividend income received in
the 2017/2018 tax year (the "dividend allowance"). However tax will be levied on any dividends received over the
dividend allowance at 7.5% on dividend income within the basic rate band, 32.5% on dividend income within the
higher rate band and 38.1% on dividend income within the additional rate band. In the Spring Budget 2017, the UK
government announced an intention to reduce the amount of the dividend allowance from £5,000 to £2,000 for
dividends received from April 6, 2018.
79
Corporate Shareholders
Although shareholders who are within the charge to corporation tax would strictly be subject to corporation
tax on dividends paid by us (subject to special rules for such shareholders that are “small” companies), generally
such dividends will fall within an exempt class and will not be subject to corporation tax (provided certain conditions
are met and anti-avoidance rules are satisfied). However, each shareholder's position will depend on its own
individual circumstances and shareholders within the charge to corporation tax should consult their own
professional advisers.
Non-Residents
A shareholder resident outside the United Kingdom may also be subject to foreign taxation on dividend
income under local law. Shareholders who are not resident for tax purposes in the United Kingdom should obtain
their own tax advice concerning tax liabilities on dividends received from us.
Taxation of Capital Gains on Disposals of Class A ordinary shares
U.K. Shareholders
Shareholders who are resident in the United Kingdom, and individual shareholders who are temporarily non-
resident and subsequently resume residence in the United Kingdom within a certain time, may depending on their
circumstances and the availability of exemptions or reliefs (including, for example, the annual exempt amount for
individuals and indexation allowance for corporate shareholders), be liable to United Kingdom taxation on
chargeable gains in respect of gains arising from a sale or other disposal (or deemed disposal) of the Class A
ordinary shares.
Non-U.K. Shareholders
An individual holder who is not a United Kingdom resident shareholder will not be liable to United Kingdom
capital gains tax on chargeable gains realized on the disposal of his or her Class A ordinary shares unless such
shareholder carries on (whether solely or in partnership) a trade, profession or vocation in the United Kingdom
through a branch or agency in the United Kingdom to which the shares are attributable. In these circumstances,
such shareholder may, depending on his or her individual circumstances, be chargeable to United Kingdom capital
gains tax on chargeable gains arising from a disposal of his or her shares.
A corporate holder of shares who is not a United Kingdom resident shareholder will not be liable for United
Kingdom corporation tax on chargeable gains realized on the disposal of its shares unless it carries on a trade in
the United Kingdom through a permanent establishment to which the shares are attributable. In these
circumstances, a disposal of shares by such shareholder may give rise to a chargeable gain or an allowable loss for
the purposes of United Kingdom corporation tax.
Stamp Duty and Stamp Duty Reserve Tax (“SDRT”)
The statements in this section titled “Stamp Duty and Stamp Duty Reserve Tax (“SDRT”)” are intended as a
general guide to the current United Kingdom stamp duty and SDRT position. The discussion below relates to
shareholders wherever resident, but investors should note that certain categories of person are not liable to stamp
duty or SDRT and others may be liable at a higher rate or may, although not primarily liable for tax, be required to
notify and account for SDRT under the Stamp Duty Reserve Tax Regulations 1986.
General
Except in relation to depositary receipt systems and clearance services (to which the special rules outlined
below apply):
(i) No stamp duty or SDRT will arise on the issue of Class A ordinary shares in registered form by us.
(ii) An agreement to transfer Class A ordinary shares will normally give rise to a charge to SDRT at the rate
of 0.5% of the amount or value of the consideration payable for the transfer. SDRT is, in general, payable
by the purchaser.
80
(iii) Instruments transferring Class A ordinary shares will generally be subject to stamp duty at the rate of
0.5% of the consideration given for the transfer (rounded up to the next £5). The purchaser normally pays
the stamp duty.
(iv) If a duly stamped transfer completing an agreement to transfer is produced within six years of the date
on which the agreement is made (or, if the agreement is conditional, the date on which the agreement
becomes unconditional), any SDRT already paid is generally repayable, normally with interest, and any
SDRT charge yet to be paid is cancelled.
Depositary Receipt Systems and Clearance Services
UK domestic law provides that where our Class A ordinary shares are issued or transferred to a depositary
receipt system or clearance service (or their nominees or agents) SDRT (in the case of an issue of shares) and
stamp duty or SDRT (in the case of a transfer of shares) may be payable, broadly at the higher rate of 1.5% of the
amount or value of the consideration given (or, in certain circumstances, the value of the shares) (rounded up to the
nearest £5 in the case of stamp duty). Generally, transfers within such depositary receipt system or clearance
service are thereafter not subject to stamp duty or SDRT, provided that (in the case of a clearance service) no
election under section 97A of the Finance Act 1986 has been made (as to which, see further below).
However, following the European Court of Justice decision in C-569/07 HSBC Holdings Plc, Vidacos
Nominees Limited v. The Commissioners of Her Majesty's Revenue & Customs and the First-tier Tax Tribunal
decision in HSBC Holdings Plc and The Bank of New York Mellon Corporation v. The Commissioners of Her
Majesty's Revenue & Customs, HMRC has confirmed that a charge to 1.5% SDRT is no longer payable when new
shares are issued to a clearance service (such as, in our understanding, DTC) or depositary receipt system.
HMRC remains of the view that where Class A ordinary shares are transferred (a) to, or to a nominee or an
agent for, a person whose business is or includes the provision of clearance services or (b) to, or to a nominee or
an agent for, a person whose business is or includes issuing depositary receipts, stamp duty or SDRT will generally
be payable at the higher rate of 1.5% of the amount or value of the consideration given or, in certain circumstances,
the value of the Class A ordinary shares.
There is an exception from the 1.5% charge on the transfer to, or to a nominee or agent for, a clearance
service where the clearance service has made and maintained an election under section 97A(1) of the Finance Act
1986 which has been approved by HMRC and which applies to the Class A ordinary shares. In these
circumstances, SDRT at the rate of 0.5% of the amount or value of the consideration payable for the transfer will
arise on any transfer of Class A ordinary shares into such an account and on subsequent agreements to transfer
such Class A ordinary shares within such account. It is our understanding that DTC has not made an election under
section 97A(1) of the Finance Act of 1986, and that therefore transfers or agreements to transfer shares held in
book entry (i.e., electronic) form within the facilities of DTC should not be subject to U.K. stamp duty or SDRT.
Any liability for stamp duty or SDRT in respect of a transfer into a clearance service or depositary receipt
system, or in respect of a transfer within such a service, which does arise will strictly be accountable by the
clearance service or depositary receipt system operator or their nominee, as the case may be, but will, in practice,
be payable by the participants in the clearance service or depositary receipt system.
Certain Material U.S. Federal Income Tax Considerations for U.S. Holders
The following is a summary of certain material U.S. federal income tax considerations relating to the
acquisition, ownership and disposition of Class A ordinary shares by a U.S. holder (as defined below). This
summary addresses only the U.S. federal income tax considerations for U.S. holders that hold Class A ordinary
shares as capital assets for U.S. federal income tax purposes. This summary does not address all U.S. federal
income tax matters that may be relevant to a particular U.S. holder. This summary does not address tax
considerations applicable to a holder of Class A ordinary shares that may be subject to special tax rules including,
without limitation, the following:
•
banks, financial institutions or insurance companies;
81
•
•
•
•
•
•
•
•
•
brokers, dealers or traders in securities, currencies, commodities, or notional principal contracts;
tax-exempt entities or organizations, including an “individual retirement account” or “Roth IRA” as defined in
Section 408 or 408A of the Code (as defined below), respectively;
real estate investment trusts, regulated investment companies or grantor trusts;
persons that hold the Class A ordinary shares as part of a “hedging,” “integrated” or “conversion”
transaction or as a position in a “straddle” for U.S. federal income tax purposes;
partnerships (including entities classified as partnerships for U.S. federal income tax purposes) or other
pass-through entities, or persons that will hold the Class A ordinary shares through such an entity;
certain former citizens or long term residents of the United States;
holders that own directly, indirectly, or through attribution 10% or more of the voting power or value of the
Class A ordinary shares;
holders that own directly, indirectly or through attribution Class B ordinary shares; and
holders that have a “functional currency” for U.S. federal income tax purposes other than the U.S. dollar.
Further, this summary does not address the U.S. federal estate, gift, or alternative minimum tax
considerations, or any U.S. state, local, or non-U.S. tax considerations of the acquisition, ownership and disposition
of the Class A ordinary shares.
This description is based on the U.S. Internal Revenue Code of 1986, as amended, existing, proposed and
temporary U.S. Treasury Regulations promulgated thereunder and administrative and judicial interpretations
thereof. All the foregoing is subject to change, which change could apply retroactively, and to differing
interpretations, all of which could affect the tax considerations described below. There can be no assurances that
the U.S. Internal Revenue Service (the “IRS”) will not take a contrary or different position concerning the tax
consequences of the acquisition, ownership and disposition of the Class A ordinary shares or that such a position
would not be sustained. Holders should consult their own tax advisers concerning the U.S. federal, state, local and
non-U.S. tax consequences of acquiring, owning, and disposing of the Class A ordinary shares in their particular
circumstances.
For the purposes of this summary, a “U.S. holder” is a beneficial owner of Class A ordinary shares that is (or
is treated as), for U.S. federal income tax purposes:
•
•
•
•
an individual who is a citizen or resident of the United States;
a corporation, or other entity that is treated as a corporation for U.S. federal income tax purposes, created
or organized in or under the laws of the United States, any state thereof, or the District of Columbia;
an estate, the income of which is subject to U.S. federal income taxation regardless of its source; or
a trust, if a court within the United States is able to exercise primary supervision over its administration and
one or more U.S. persons have the authority to control all of the substantial decisions of such trust or has a
valid election in effect under applicable U.S. Treasury Regulations to be treated as a U.S. person.
If a partnership (or any other entity treated as a partnership for U.S. federal income tax purposes) holds
Class A ordinary shares, the U.S. federal income tax consequences relating to an investment in the Class A ordinary
shares will depend in part upon the status of the partner and the activities of the partnership. Such a partner or
partnership should consult its tax advisor regarding the U.S. federal income tax considerations of acquiring, owning
and disposing of the Class A ordinary shares in its particular circumstances.
As indicated below, this discussion is subject to U.S. federal income tax rules applicable to a “passive foreign
investment company” (“PFIC”).
82
Distributions
Although we do not currently plan to pay dividends, and subject to the discussion in “—Passive Foreign
Investment Company Considerations,” below, the gross amount of any distribution (before reduction for any
amounts withheld in respect of foreign withholding tax) actually or constructively received by a U.S. holder with
respect to Class A ordinary shares will be taxable to the U.S. holder as a dividend to the extent of the U.S. holder's
pro rata share of our current and accumulated earnings and profits as determined under U.S. federal income tax
principles. Distributions in excess of earnings and profits will be non-taxable to the U.S. holder to the extent of, and
will be applied against and reduce, the U.S. holder's adjusted tax basis in the Class A ordinary shares. Distributions
in excess of earnings and profits and such adjusted tax basis will generally be taxable to the U.S. holder as either
long-term or short-term capital gain depending upon whether the U.S. holder has held the Class A ordinary shares
for more than one year as of the time such distribution is received. However, since we do not calculate our earnings
and profits under U.S. federal income tax principles, it is expected that any distribution will be reported as a
dividend, even if that distribution would otherwise be treated as a non-taxable return of capital or as capital gain
under the rules described above.
Non-corporate U.S. holders may qualify for the preferential rates of taxation with respect to dividends on
Class A ordinary shares applicable to long-term capital gains (i.e., gains from the sale of capital assets held for
more than one year) applicable to qualified dividend income (as discussed below) if we are a “qualified foreign
corporation” and certain other requirements (discussed below) are met. A non-United States corporation (other than
a corporation that is classified as a PFIC for the taxable year in which the dividend is paid or the preceding taxable
year) generally will be considered to be a qualified foreign corporation (a) if it is eligible for the benefits of a
comprehensive tax treaty with the United States which the Secretary of Treasury of the United States determines is
satisfactory for purposes of this provision and which includes an exchange of information provision, or (b) with
respect to any dividend it pays on Class A ordinary shares which are readily tradable on an established securities
market in the United States. We expect that the Class A ordinary shares will be listed on the NASDAQ Global Select
Market, which is an established securities market in the United States, and we expect the Class A ordinary shares
to be readily tradable on the NASDAQ Global Select Market. However, there can be no assurance that the Class A
ordinary shares will be considered readily tradable on an established securities market in the United States in later
years. Subject to the discussion in “—Passive Foreign Investment Company Considerations,” below, such dividends
will generally be “qualified dividend income” in the hands of individual U.S. holders, provided that a holding period
requirement (more than 60 days of ownership, without protection from the risk of loss, during the 121-day period
beginning 60 days before the ex-dividend date) and certain other requirements are met. The dividends will not be
eligible for the dividends-received deduction generally allowed to corporate U.S. holders.
In general, the amount of a distribution paid to a U.S. holder in a foreign currency will be the dollar value of
the foreign currency calculated by reference to the spot exchange rate on the day the U.S. holder receives the
distribution, regardless of whether the foreign currency is converted into U.S. dollars at that time. Any foreign
currency gain or loss a U.S. holder realizes on a subsequent conversion of foreign currency into U.S. dollars will be
U.S. source ordinary income or loss. If dividends received in a foreign currency are converted into U.S. dollars on
the day they are received, a U.S. holder should not be required to recognize foreign currency gain or loss in respect
of the dividend.
Sale, Exchange or Other Taxable Disposition of the Class A Ordinary Shares
A U.S. holder will generally recognize gain or loss for U.S. federal income tax purposes upon the sale,
exchange or other taxable disposition of Class A ordinary shares in an amount equal to the difference between the
U.S. dollar value of the amount realized from such sale or exchange and the U.S. holder's tax basis for those
Class A ordinary shares. Subject to the discussion in “—Passive Foreign Investment Company Considerations”
below, this gain or loss will generally be a capital gain or loss. The adjusted tax basis in the Class A ordinary shares
generally will be equal to the cost of such Class A ordinary shares. Capital gain from the sale, exchange or other
taxable disposition of Class A ordinary shares of a non-corporate U.S. holder is generally eligible for a preferential
rate of taxation applicable to capital gains, if the non-corporate U.S. holder's holding period determined at the time
of such sale, exchange or other taxable disposition for such Class A ordinary shares exceeds one year (i.e., such
gain is long-term taxable gain). The deductibility of capital losses for U.S. federal income tax purposes is subject to
limitations under the Code. Any such gain or loss that a U.S. holder recognizes generally will be treated as U.S.
source income or loss for foreign tax credit limitation purposes.
83
For a cash basis taxpayer, units of foreign currency paid or received are translated into U.S. dollars at the
spot rate on the settlement date of the purchase or sale. In that case, no foreign currency exchange gain or loss will
result from currency fluctuations between the trade date and the settlement date of such a purchase or sale. An
accrual basis taxpayer, however, may elect the same treatment required of cash basis taxpayers with respect to
purchases and sales of the Class A ordinary shares that are traded on an established securities market, provided
the election is applied consistently from year to year. Such election may not be changed without the consent of the
IRS. For an accrual basis taxpayer who does not make such election, units of foreign currency paid or received are
translated into U.S. dollars at the spot rate on the trade date of the purchase or sale. Such an accrual basis
taxpayer may recognize exchange gain or loss based on currency fluctuations between the trade date and the
settlement date. Any foreign currency gain or loss a U.S. holder realizes will be U.S. source ordinary income or loss.
Net Investment Income Tax
Certain U.S. holders that are individuals, estates or trusts may be subject to a 3.8% tax on all or a portion of
their “net investment income,” which may include all or a portion of their dividend income and net gains from the
disposition of Class A ordinary shares. Each U.S. holder that is an individual, estate or trust is urged to consult its
tax advisors regarding the applicability of the net investment income tax to its income and gains in respect of its
investment in the Class A ordinary shares.
Passive Foreign Investment Company Considerations
If we are classified as a PFIC in any taxable year, a U.S. holder would be subject to special rules generally
intended to reduce or eliminate any benefits from the deferral of U.S. federal income tax that a U.S. holder could
derive from investing in a non-U.S. company that does not distribute all of its earnings on a current basis.
A corporation organized outside the United States generally will be classified as a PFIC for U.S. federal
income tax purposes in any taxable year in which, after applying certain look-through rules with respect to the
income and assets of its subsidiaries, either: (i) at least 75% of its gross income is “passive income” or (ii) at least
50% of the average quarterly value of its total gross assets (which, assuming we are not a controlled foreign
corporation for the year being tested, would be measured by the fair market value of our assets) is attributable to
assets that produce “passive income” or are held for the production of “passive income.”
We do not believe that we are a PFIC, and we do not expect to become a PFIC. However, our status in any
taxable year will depend on our assets, income and activities in each year, and because this is a factual
determination made annually after the end of each taxable year, there can be no assurance that we will not be
considered a PFIC for the current taxable year or any future taxable years. If we were a PFIC for any taxable year
while a taxable U.S. holder held our Class A ordinary shares, such U.S. holder would generally be taxed at ordinary
income rates on any gain recognized from the sale or exchange of our Class A ordinary shares and on any
dividends treated as “excess distributions” and interest charges generally applicable to underpayments of tax
should apply to any taxes payable.
If we are determined to be a PFIC, U.S. holders may be able to make certain elections that could alleviate
some of the adverse consequences of PFIC status and would result in an alternative treatment of the Class A
ordinary shares. Such elections include a “mark to market” election, a “deemed sale” election, and a “qualified
electing fund” election. We may or may not be able to provide the information required to make any such elections,
and U.S. holders should therefore not assume that any particular election will be available to them.
If we are determined to be a PFIC, the general tax treatment for U.S. holders described in this section would
apply to indirect distributions and gains deemed to be realized by U.S. holders in respect of any of our subsidiaries
that also may be determined to be PFICs.
If a U.S. holder owns Class A ordinary shares during any taxable year in which we are a PFIC, the U.S.
holder generally will be required to file an IRS Form 8621 (Information Return by a Shareholder of a Passive
Foreign Investment Company or Qualified Electing Fund) with respect to the company, generally with the U.S.
holder's federal income tax return for that year. If our company were a PFIC for a given taxable year, then you
should consult your tax advisor concerning your annual filing requirements.
The U.S. federal income tax rules relating to PFICs are complex. Prospective U.S. investors are urged to
consult their own tax advisers with respect to the acquisition, ownership and disposition of the Class A ordinary
84
shares, the consequences to them of an investment in a PFIC, any elections available with respect to the Class A
ordinary shares and the IRS information reporting obligations with respect to the acquisition, ownership and
disposition of the Class A ordinary shares.
Backup Withholding and Information Reporting
U.S. holders generally will be subject to information reporting requirements with respect to dividends on
Class A ordinary shares and on the proceeds from the sale, exchange or disposition of Class A ordinary shares that
are paid within the United States or through U.S.-related financial intermediaries, unless the U.S. holder is an
“exempt recipient.” In addition, U.S. holders may be subject to backup withholding on such payments, unless the
U.S. holder provides a taxpayer identification number and a duly executed IRS Form W-9 or otherwise establishes
an exemption. Backup withholding is not an additional tax, and the amount of any backup withholding will be
allowed as a credit against a U.S. holder's U.S. federal income tax liability and may entitle such holder to a refund,
provided that the required information is timely furnished to the IRS.
Certain Reporting Requirements With Respect to Payments for Class A Ordinary Shares
U.S. holders paying more than U.S. $100,000 for the Class A ordinary shares generally may be required to
file IRS Form 926 reporting the payment for the Class A ordinary shares. Substantial penalties may be imposed
upon a U.S. holder that fails to comply. Each U.S. holder should consult its own tax advisor as to the possible
obligation to file IRS Form 926.
Foreign Asset Reporting
Certain U.S. holders who are individuals are required to report information relating to an interest in the
Class A ordinary shares, subject to certain exceptions (including an exception for shares held in accounts
maintained by U.S. financial institutions) by filing IRS Form 8938 (Statement of Specified Foreign Financial Assets)
with their federal income tax return. U.S. holders are urged to consult their tax advisors regarding their information
reporting obligations, if any, with respect to their ownership and disposition of the Class A ordinary shares.
F. Dividends and Paying Agents
Not applicable.
G. Statement by Experts
Not applicable.
H. Documents on Display
We are subject to the informational requirements of the Exchange Act. In accordance with these
requirements, we file reports and furnish other information as a foreign private issuer with the SEC. These
materials, including this report and the exhibits thereto, may be inspected and copied at the SEC’s Public Reference
Room at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. The SEC also maintains a Web site at
www.sec.gov that contains reports and other information regarding registrants that file electronically with the SEC.
This report as well as some of the other information submitted by us to the SEC may be accessed through this Web
site. In addition, information about us is available at our web site: www.atlassian.com.
I. Subsidiary Information
Not applicable.
Item 11. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
Foreign Currency Exchange Risk
Our results of operations and cash flows are subject to fluctuations as a result of changes in foreign currency
exchange rates. All of our sales contracts are denominated in U.S. dollars and our operating expenses are
85
generally denominated in the local currencies of the countries where our operations are located. Most of our
expenses are incurred in Australia and the United States.
Beginning July 1, 2016, we entered into derivative transactions to manage certain foreign currency exchange
risks that arise in the Group’s ordinary business operations.
We enter into master netting agreements with select financial institutions to reduce our credit risk and
contract with several counterparties to reduce our concentration risk with any single counterparty. We do not have
significant exposure to counterparty credit risk at this time. We do not require nor are we required to post collateral
of any kind related to our foreign currency derivatives.
We enter into foreign exchange forward contracts with the objective to mitigate certain currency risks
associated with cost of revenues and operating expenses denominated in Australian dollars. These foreign
exchange forward contracts are designated as cash flow hedges. It is our policy to enter into cash flow hedges to
hedge cost of revenues and operating expenses up to 18 months.
We also enter into foreign exchange forward contracts to hedge a portion of certain foreign currency
denominated as monetary assets and liabilities to reduce the risk that such foreign currency will be adversely
affected by changes in exchange rates. These contracts hedge monetary assets and liabilities that are denominated
in non-functional currencies and do not subject us to material balance sheet risk due to exchange rate movements
because gains and losses on these derivatives are intended to offset gains and losses on the monetary assets and
liabilities being hedged.
As of June 30, 2017, the total fair value of all foreign exchange forward contracts was $3.3 million, which was
comprised of the notional equivalent of $146.7 million in Australian dollars.
A sensitivity analysis performed on our hedging portfolio as of June 30, 2017 indicated that a hypothetical
10% strengthening of the U.S. dollar against other currencies applicable to our business would decrease the fair
value of our foreign currency contracts by $11.3 million. A hypothetical 10% weakening of the U.S. dollar against
other currencies would increase the fair value of our foreign currency contracts by $11.3 million.
We had not entered into derivatives or hedging transactions as of June 30, 2016. As such, the sensitivity
analysis performed at June 30, 2016 expressed the potential exposure to foreign currency exchange risk on our
results of operations, before taxes. For the fiscal year ended June 30, 2016, the effect of a hypothetical 10%
strengthening of the U.S. dollar against other currencies applicable to our business would have had a positive
impact of $13.0 million on our result of operations, before taxes, while a weakening of the U.S. dollar against other
currencies would have had a negative impact of $13.0 million on our results of operations, before taxes.
Interest Rate Risk
We had cash and cash equivalents totaling $244.4 million and short-term investments totaling $305.5
million as of June 30, 2017. These primarily consisted of investments in money market funds, time deposits,
commercial paper, corporate bonds, government securities and other debt securities with credit ratings of at least A-
or better. The primary objective of our investment activities is the preservation of capital, and we do not enter into
investments for trading or speculative purposes.
Our cash equivalents and investment portfolio are subject to market risk due to changes in interest rates.
Fixed rate securities may have their market value adversely impacted due to a rise in interest rates. Due in part to
these factors, our future investment income may fall short of expectation due to changes in interest rates or we may
suffer losses in principal if we are forced to sell securities that decline in market value due to changes in interest
rates. However because we classify our investments at fair value through other comprehensive income, no gains or
losses are recognized due to changes in interest rates unless such securities are sold prior to maturity or declines
in fair value are determined to be other-than-temporary.
A hypothetical 100 basis point increase in interest rates at June 30, 2017 could result in a $2.0 million
decrease in the market value of our investments. This estimate is based on a sensitivity model that measures
market value changes when changes in interest rates occur. Fluctuations in the value of our investment securities
caused by a change in interest rates (gains or losses on the carrying value) are recorded in other comprehensive
income, and are realized only if we sell the underlying securities.
86
A hypothetical 100 basis point change in interest rates at June 30, 2016 would have resulted in a $3.6
million decrease in the market value of our investments.
See Note 5, “Financial Risk Management,” to the Notes to the Consolidated Financial Statements for
further detail on the market risk, credit risk and liquidity risk that we are exposed to and our overall financial risk
management approach.
Item 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
Not applicable.
PART II
Item 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
None.
Item 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS
None.
Item 15. CONTROLS AND PROCEDURES
Disclosure controls and procedures
Our Co-Chief Executive Officers and Chief Financial Officer, after evaluating the effectiveness of our disclosure
controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) as of June 30, 2017, have concluded
that, as of such date, our disclosure controls and procedures were effective and ensured that the information
required to be disclosed by us in reports that we file or submit under the Exchange Act is accumulated and
communicated to our management, including our Co-Chief Executive Officers and our Chief Financial Officer, to
allow timely decisions regarding required disclosure and is recorded, processed, summarized and reported within
the time periods specified by the SEC’s rules and forms.
Management’s report on internal control over financial reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting,
as defined in Rule 13a-15(f) of the Exchange Act. Our management conducted an evaluation of the effectiveness of
our internal control over financial reporting based on the framework in Internal Control-Integrated Framework issued
by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework). Our internal control
over financial reporting includes policies and procedures that provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements for external reporting purposes in accordance with
IFRS. Based on this evaluation, management concluded that our internal control over financial reporting was
effective as of June 30, 2017. Our independent registered public accounting firm, Ernst & Young LLP, has issued an
audit report with respect to our internal control over financial reporting, which appears in Part III, Item 18 of this
Annual Report on Form 20-F.
Changes in internal control over financial reporting
There was no change in our internal control over financial reporting identified in connection with the evaluation
required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the year ended June 30, 2017
that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Limitations on effectiveness of controls and procedures
In designing and evaluating the disclosure controls and procedures and internal control over financial reporting,
management recognizes that any controls and procedures, no matter how well designed and operated, can provide
only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls
and procedures and internal control over financial reporting must reflect the fact that there are resource constraints
and that management is required to apply its judgment in evaluating the benefits of possible controls and
procedures relative to their costs.
87
Item 16. [RESERVED]
Item 16A. AUDIT COMMITTEE FINANCIAL EXPERT
Our board of directors has determined that Mr. Steven Sordello is independent and qualifies as an “audit
committee financial expert” as set forth in Rule 10A-3 under the Exchange Act and satisfies the financial
sophistication requirements of the NASDAQ listing standards.
Item 16B. CODE OF ETHICS
Our board of directors has adopted a code of business conduct and ethics that applies to all of our
employees, officers and directors, including our Co-Chief Executive Officers, Chief Financial Officer and other
executive and senior financial officers. The full text of our code of business conduct and ethics is posted on the
investor relations page of our website at https://investors.atlassian.com. We intend to disclose any amendments to
our code of business conduct and ethics, or waivers of its requirements, as it applies to our executive officers and
directors, on our website or in filings under the Exchange Act.
Item 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Aggregate audit fees, audit-related fees, tax fees and the aggregate of all other fees billed to us by Ernst &
Young LLP for the fiscal years ended June 30, 2017 and 2016 were as follows:
Audit fees (1)
Audit-related fees (2)
Tax fees (3)
Other fees (4)
Total
2017
2016
(U.S. $ in thousands)
1,849
329
156
2
2,722
137
98
3
2,336
2,960
(1) Audit fees relate to the audit of our annual consolidated financial statements, the review of our quarterly
consolidated financial statements, the audit of our internal controls over financial reporting, and services in
connection with our registration statement on Form F-1 related to our IPO.
(2) Audit-related fees consist of aggregate fees for accounting consultations and other services that were
reasonably related to the performance of audits or reviews of our consolidated financial statements and were
not reported above under “Audit Fees.”
(3) Tax fees relate to assistance with tax compliance, tax planning and various tax advisory services.
(4) Other fees are any additional amounts for products and services provided by the principal accountants.
Our audit committee has adopted a pre-approval policy for the engagement of our independent accountant
to perform certain audit and non-audit services. Pursuant to this policy, which is designed to assure that such
engagements do not impair the independence of our auditors, the audit committee pre-approves annually all audit
services, audit-related services, tax services and other services as described above, that may be performed by our
independent accountants. All of the audit and non-audit services provided by our principal accountants have been
pre-approved by our Audit Committee.
Item 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES
Not applicable.
88
Item 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS
On December 14, 2016 the Company acquired 18,750 Class A ordinary shares from an employee in
connection with such employee's termination, pursuant to a repurchase right which the Company had in connection
with an early exercise of options held by the employee. The repurchased shares were subsequently cancelled.
Item 16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT
Not applicable.
Item 16G. CORPORATE GOVERNANCE
We are a “foreign private issuer” under the securities laws of the United States and the rules of NASDAQ.
Under the securities laws of the United States, foreign private issuers are subject to different disclosure
requirements than U.S. domiciled registrants. We intend to take all actions necessary for us to maintain compliance
as a foreign private issuer under the applicable corporate governance requirements of the Sarbanes-Oxley Act, the
rules adopted by the SEC and NASDAQ's listing standards. Under NASDAQ's rules, a foreign private issuer is
subject to less stringent corporate governance requirements. Subject to certain exceptions, the rules of NASDAQ
permit a foreign private issuer to follow its home country practice in lieu of the listing requirements of NASDAQ. We
intend to follow home country practices in lieu of the listing requirements of NASDAQ with regard to voting by a
show of hands and quorum requirements. Otherwise, we intend to follow the requirements of NASDAQ to the extent
possible under English law.
In addition, because we are a foreign private issuer, our directors and executive officers are not subject to
short-swing profit liability and insider trading reporting obligations under section 16 of the Exchange Act. They will,
however, be subject to the obligations to report changes in share ownership under section 13 of the Exchange Act
and related SEC rules to the extent appropriate.
Item 16H. MINE SAFETY DISCLOSURE
Not applicable.
Item 17. FINANCIAL STATEMENTS
See “Item 18. Financial Statements.”
Item 18. FINANCIAL STATEMENTS
PART III
The following financial statements are filed as part of this annual report, together with the report of the
independent auditors:
• Reports of Independent Registered Public Accounting Firm
• Consolidated Statements of Operations for the fiscal years ended June 30, 2017, 2016 and 2015
• Consolidated Statements of Comprehensive Income for the fiscal years ended June 30, 2017, 2016
and 2015
• Consolidated Statements of Financial Position as of June 30, 2017 and 2016
• Consolidated Statements of Changes in Equity for the fiscal years ended June 30, 2017, 2016 and 2015
• Consolidated Statements of Cash Flows for the fiscal years ended June 30, 2017, 2016 and 2015
• Notes to the Consolidated Financial Statements
89
Item 19. EXHIBITS
Exhibit
Number
Description
3.1 (1)
Amended and Restated Articles of Association of the Company.
4.1 (2)
Form of certificate evidencing Class A ordinary shares.
4.2 (3)
Registration Agreement, dated July 2, 2010, by and among the Company and certain of its
shareholders.
10.1 (3) #
Form of Deed of Indemnity entered into between the Company and its directors.
10.2 (3) #
Form of Indemnification Agreement entered into between the Company and its officers.
10.3 (3) #
Atlassian UK Employee Share Option Plan and forms of agreements thereunder.
10.4 (3) #
2013 U.S. Share Option Plan and forms of agreements thereunder.
10.5 (3) #
2014 Restricted Share Unit Plan and forms of agreements thereunder.
10.6 (3) #
2015 Share Incentive Plan and forms of agreements thereunder.
10.7 (3) #
2015 Employee Share Purchase Plan.
10.8 (3) # Ordinary Shares Option Agreement.
10.9 (3) # Deed of Amendment to Class B Ordinary Shares Option Agreement.
10.10 (3) # Class B Ordinary Shares Exercise Agreement.
10.11 (3) #
Executive Cash Incentive Bonus Plan.
10.12 (3) #
Executive Severance Plan and form of Executive Severance Agreement entered into between
the Registrant and its executive officers.
10.13 (3) # Non-Employee Director Compensation Policy.
10.14 (3) #
Form of Director Agreement.
10.15 (3)
Lease, dated March 25, 2015, by and between Atlassian Pty Ltd and Council of the City of
Sydney.
10.16 (3)
Lease, dated December 22, 2011, by and between Atlassian Pty Ltd and 341 George St Pty Ltd.
10.17 (3)
Lease, dated July 9, 2015, by and between Atlassian Pty Ltd and 341 George St Pty Ltd.
10.18 (3)
Lease, dated June 26, 2011, by and between Atlassian, Inc. and Redbird Investment
Group, LLC.
12.1
12.2
12.3
13.1
13.2
13.3
Certificate of Co-Chief Executive Officer pursuant to Securities Exchange Act Rules 13a-14(a)
and 15d-14(a) as adopted pursuant to §302 of the Sarbanes-Oxley Act of 2002.
Certificate of Co-Chief Executive Officer pursuant to Securities Exchange Act Rules 13a-14(a)
and 15d-14(a) as adopted pursuant to §302 of the Sarbanes-Oxley Act of 2002.
Certificate of Chief Financial Officer pursuant to Securities Exchange Act Rules 13a-14(a) and
15d-14(a) as adopted pursuant to §302 of the Sarbanes-Oxley Act of 2002.
Certificate of Co-Chief Executive Officer pursuant to 18 U.S.C. §1350, as adopted pursuant to
§906 of the Sarbanes-Oxley Act of 2002.
Certificate of Co-Chief Executive Officer pursuant to 18 U.S.C. §1350, as adopted pursuant to
§906 of the Sarbanes-Oxley Act of 2002.
Certificate of Chief Financial Officer pursuant to 18 U.S.C. §1350, as adopted pursuant to §906
of the Sarbanes-Oxley Act of 2002.
90
21.1
23.1
Subsidiaries of the Registrant.
Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.
____________________________
(1)
Incorporated by reference to the Company’s report on Form 6-K filed on December 8, 2016.
(2)
Incorporated by reference to the Company’s Registration Statement on Form F-1/A (File No. 333-207879) filed on November 18, 2015.
(3)
#
Incorporated by reference to the Company’s Registration Statement on Form F-1 (File No. 333-207879) filed on November 9, 2015.
Indicates management contract or compensatory plan, contract or agreement.
91
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly
caused and authorized the undersigned to sign this Annual Report on its behalf.
SIGNATURES
ATLASSIAN CORPORATION PLC
/s/ MICHAEL CANNON-BROOKES
Name:
Title:
Michael Cannon-Brookes
Co-Chief Executive Officer
/s/ SCOTT FARQUHAR
Name:
Title:
Scott Farquhar
Co-Chief Executive Officer
Date: August 31, 2017
By:
By:
92
ATLASSIAN CORPORATION PLC
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Reports of Independent Registered Public Accounting Firm
Consolidated Statements of Operations
Consolidated Statements of Comprehensive Income (Loss)
Consolidated Statements of Financial Position
Consolidated Statements of Changes in Equity
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
Page
F-2
F-4
F-5
F-6
F-7
F-8
F-9
F-1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and Shareholders of
Atlassian Corporation Plc
We have audited the accompanying consolidated statements of financial position of Atlassian Corporation
Plc (the “Company”) as of June 30, 2017 and 2016, and the related consolidated statements of operations,
comprehensive income (loss), changes in equity and cash flows for each of the three years in the period ended
June 30, 2017. These financial statements are the responsibility of the Company’s management. Our responsibility
is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the
consolidated financial position of Atlassian Corporation Plc as of June 30, 2017 and 2016, and the consolidated
results of its operations and its cash flows for each of the three years in the period ended June 30, 2017, in
conformity with International Financial Reporting Standards as issued by the International Accounting Standards
Board.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight
Board (United States), Atlassian Corporation Plc’s internal control over financial reporting as of June 30, 2017,
based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (2013 framework), and our report dated August 31, 2017 expressed an
unqualified opinion thereon.
San Francisco, California
August 31, 2017
/s/ Ernst & Young LLP
F-2
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and Shareholders of
Atlassian Corporation Plc
We have audited Atlassian Corporation Plc’s internal control over financial reporting as of June 30, 2017,
based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (2013 framework) (the COSO criteria). Atlassian Corporation Plc’s
management is responsible for maintaining effective internal control over financial reporting, and for its assessment
of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report
on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the company’s internal
control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance
about whether effective internal control over financial reporting was maintained in all material respects. Our audit
included obtaining an understanding of internal control over financial reporting, assessing the risk that a material
weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the
assessed risk, and performing such other procedures as we considered necessary in the circumstances. We
believe that our audit provides a reasonable basis for our opinion.
A company’s internal control over financial reporting is a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles. A company’s internal control over financial reporting
includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable
assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance
with generally accepted accounting principles, and that receipts and expenditures of the company are being made
only in accordance with authorizations of management and directors of the company; and (3) provide reasonable
assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s
assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect
misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate.
In our opinion, Atlassian Corporation Plc maintained, in all material respects, effective internal control over
financial reporting as of June 30, 2017, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight
Board (United States), the 2017 consolidated financial statements of Atlassian Corporation Plc and our report
dated August 31, 2017 expressed an unqualified opinion thereon.
San Francisco, California
August 31, 2017
/s/ Ernst & Young LLP
F-3
ATLASSIAN CORPORATION PLC
CONSOLIDATED STATEMENTS OF OPERATIONS
(U.S. $ and shares in thousands, except per share data)
Revenues:
Subscription
Maintenance
Perpetual license
Other
Total revenues
Cost of revenues (1) (2)
Gross profit
Operating expenses:
Research and development (1)
Marketing and sales (1) (2)
General and administrative (1)
Total operating expenses
Operating income (loss)
Other non-operating income (expense), net
Finance income
Finance costs
Loss before income tax benefit
Income tax benefit
Net income (loss)
Net income (loss) attributable to:
Owners of Atlassian Corporation Plc
Net income (loss) per share attributable to ordinary
shareholders:
Basic
Diluted
Weighted-average shares outstanding used to compute net
income (loss) per share attributable to ordinary shareholders:
Basic
Diluted
Fiscal Year Ended June 30,
Notes
2017
2016
2015
$
$
$
$
$
242,128 $
265,521
74,565
37,722
619,936
119,161
500,775
310,168
134,908
118,785
563,861
(63,086)
(1,342)
4,851
(75)
(59,652)
17,148
(42,504) $
146,659 $
218,848
65,487
26,064
457,058
75,783
381,275
208,306
93,391
85,458
387,155
(5,880)
(1,072)
2,116
(71)
(4,907)
9,280
4,373 $
85,891
160,373
57,373
15,884
319,521
52,932
266,589
140,853
67,989
56,033
264,875
1,714
(2,615)
226
(74)
(749)
7,524
6,775
(42,504) $
4,373 $
6,775
(0.19) $
(0.19) $
0.02 $
0.02 $
0.04
0.04
222,224
222,224
182,773
193,481
144,008
145,500
19
6
8
16
16
16
16
(1)
Amounts include share-based payment expense, as follows:
Cost of revenues
Research and development
Marketing and sales
General and administrative
$
6,856 $
5,371 $
79,384
17,395
33,813
35,735
11,945
22,429
2,862
22,842
6,670
9,160
(2)
Amounts include amortization of acquired intangible assets, as follows:
Cost of revenues
Marketing and sales
$
14,587 $
15,269
7,405 $
86
6,417
40
The above consolidated statements of operations should be read in conjunction with the accompanying notes.
F-4
ATLASSIAN CORPORATION PLC
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(U.S. $ in thousands)
Net income (loss)
Other comprehensive income:
Fiscal Year Ended June 30,
Notes
2017
(42,504) $
$
2016
2015
4,373 $
6,775
Foreign currency translation adjustment
15
Net change in unrealized gain (loss) on investments classified
at fair value through other comprehensive income
Net gain on derivative instruments
Income tax effect
Other comprehensive income net of tax that will be reclassified
to profit or loss in subsequent periods
Total comprehensive income (loss), net of tax
Total comprehensive income (loss) attributable to:
Owners of Atlassian Corporation Plc
$
$
140
(945)
3,164
(812)
1,547
(4)
118
687
—
(137)
546
—
—
—
118
6,893
(40,957) $
4,919 $
(40,957) $
4,919 $
6,893
The above consolidated statements of comprehensive income (loss) should be read in conjunction with the accompanying notes.
F-5
ATLASSIAN CORPORATION PLC
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
(U.S. $ in thousands)
Assets
Current assets:
Cash and cash equivalents
Short-term investments
Trade receivables
Current tax receivables
Prepaid expenses and other current assets
Total current assets
Non-current assets:
Property and equipment, net
Deferred tax assets
Goodwill
Intangible assets, net
Other non-current assets
Total non-current assets
Total assets
Liabilities
Current liabilities:
Trade and other payables
Current tax liabilities
Provisions
Deferred revenue
Total current liabilities
Non-current liabilities:
Deferred tax liabilities
Provisions
Deferred revenue
Other non-current liabilities
Total non-current liabilities
Total liabilities
Equity
Share capital
Share premium
Other capital reserves
Other components of equity
Retained earnings (accumulated deficit)
Total equity
Total liabilities and equity
Notes
2017
2016
June 30,
13
5
9
13
10
8
11
11
13
13
13
8
13
13
14
15
15
15
$
$
$
$
$
$
$
244,420 $
305,499
26,807
12,445
23,317
612,488
41,173
188,239
311,900
120,789
9,269
671,370
1,283,858 $
73,192 $
2,207
6,162
245,306
326,867
43,950
3,333
10,691
4,969
62,943
389,810 $
22,726 $
450,959
437,346
6,246
(23,229)
894,048 $
1,283,858 $
259,709
483,405
15,233
6,013
14,178
778,538
58,762
127,411
7,138
13,577
5,547
212,435
990,973
57,886
286
4,716
173,612
236,500
6,639
2,170
7,456
6,545
22,810
259,310
21,620
441,734
244,335
4,699
19,275
731,663
990,973
The above consolidated statements of financial position should be read in conjunction with the accompanying notes.
F-6
ATLASSIAN CORPORATION PLC
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(U.S. $ in thousands)
Notes
Share
capital
Share
premium
Other capital
reserves
Other components of equity
Cash flow
hedge
reserve
Foreign
currency
translation
reserve
Investments at
fair value
through other
comprehensive
income reserve
Retained
earnings
(accumulated
deficit)
Total
equity
$
2,677
$
92,300
$
— $
4,035
$
— $
8,127
$
125,329
Balance as of July 1, 2014
Net income
Other comprehensive income
Total comprehensive income
Issuance of ordinary shares upon exercise of share options,
net of early exercise
Vesting of early exercised shares
Share-based payment
Tax benefit from share plans
15
15
15
Balance as of June 30, 2015
Net income
Other comprehensive income (loss), net of tax
Total comprehensive income (loss)
Issuance of ordinary shares upon initial public offering, net of
offering costs
Issuance of ordinary shares upon exercise of share options
Vesting of early exercised shares
Issuance of ordinary shares for settlement of restricted share
units (RSUs)
Shares withheld related to net share settlement of RSUs
Share-based payment
Tax benefit from share plans
14,15
14,15
14,15
14
15
Balance as of June 30, 2016
Net loss
Other comprehensive income (loss), net of tax
Total comprehensive income (loss)
Issuance of ordinary shares upon exercise of share options
Vesting of early exercised shares
Issuance of ordinary shares for settlement of RSUs
Share-based payment
Replacement equity awards related to business combination
Tax benefit from share plans
14, 15
14, 15
14
12
15
$ 18,190
—
—
—
210
61
—
—
271
18,461
—
—
—
—
—
—
2,128
939
—
—
3,067
5,744
—
—
—
2,200
429,273
633
35
291
—
—
—
3,159
21,620
—
—
—
640
15
451
—
—
6,099
618
—
—
—
—
435,990
441,734
—
—
—
8,858
367
—
—
—
Balance as of June 30, 2017
1,106
$ 22,726
9,225
$ 450,959
$
—
—
—
—
—
41,534
12,960
54,494
146,794
—
—
—
—
—
—
(291)
(5,395)
75,480
27,747
97,541
244,335
—
—
—
—
—
(451)
137,458
20,193
35,811
193,011
437,346
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
2,215
2,215
—
—
—
—
—
—
118
118
—
—
—
—
—
4,153
—
(4)
(4)
—
—
—
—
—
—
—
—
4,149
—
140
140
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
550
550
—
—
—
—
—
—
—
550
—
(808)
(808)
—
—
—
—
—
6,775
—
6,775
—
—
—
—
—
14,902
4,373
—
4,373
—
—
—
—
—
—
—
19,275
(42,504)
—
(42,504)
—
—
—
—
—
—
2,215
$
$
—
4,289
$
—
(258) $
—
(23,229) $
6,775
118
6,893
2,338
1,000
41,534
12,960
57,832
190,054
4,373
546
4,919
431,473
6,732
653
—
(5,395)
75,480
27,747
536,690
731,663
(42,504)
1,547
(40,957)
9,498
382
—
137,458
20,193
35,811
203,342
894,048
The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes.
F-7
ATLASSIAN CORPORATION PLC
CONSOLIDATED STATEMENTS OF CASH FLOWS
(U.S. $ in thousands)
Operating activities
Loss before income tax
Fiscal Year Ended June 30,
Notes
2017
2016
2015
$ (59,652) $ (4,907) $
(749)
Adjustments to reconcile loss before income tax to net cash provided by operating
activities:
Depreciation and amortization
10, 11
61,546
21,926
15,511
Net loss (gain) on sale of investments and other assets
Net unrealized foreign currency loss
Share-based payment expense
Change in fair value of contingent consideration
Interest income
Changes in assets and liabilities:
Trade receivables
Prepaid expenses and other assets
Trade and other payables, provisions and other non-current liabilities
Deferred revenue
Interest received
Income tax paid, net of refunds
Net cash provided by operating activities
Investing activities
(397)
93
165
152
137,448
75,480
—
—
(4,851)
(2,116)
(10,208)
(5,647)
10,947
72,604
6,540
(3,487)
(4,203)
11,622
44,503
2,839
71
1,473
41,534
(155)
(225)
(7,932)
(9,846)
16,067
47,381
156
(9,042)
(12,432)
(5,065)
199,381
129,542
98,221
Business combinations, net of cash acquired
12
(381,090)
—
(10,615)
Purchases of property and equipment
Purchases of intangible assets
Proceeds from sale of other assets
Purchases of investments
Proceeds from maturities of investments
Proceeds from sales of investments
Increase in restricted cash
Payment of deferred consideration
Net cash used in investing activities
Financing activities
Proceeds from issuance of ordinary shares upon initial public offering, net of
offering costs
Proceeds from exercise of share options
Employee payroll taxes paid related to net share settlement of equity awards
Net cash provided by financing activities
Effect of exchange rate changes on cash and cash equivalents
Net increase (decrease) in cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year
(15,129)
(34,213)
(31,776)
(925)
342
—
—
(900)
—
(423,540)
(569,067)
(50,033)
111,403
488,672
(3,371)
65,294
49,501
—
(935)
(1,025)
64,758
—
—
—
(224,573)
(489,510)
(28,566)
— 431,447
9,438
—
6,732
(5,395)
9,438
432,784
—
2,338
—
2,338
465
(201)
(1,665)
(15,289)
72,615
70,328
259,709
187,094
116,766
$ 244,420
$ 259,709
$ 187,094
The above consolidated statements of cash flows should be read in conjunction with the accompanying notes.
F-8
1. Corporate Information
Atlassian Corporation Plc (the “Company”) is a public company limited by shares, incorporated and
registered in the United Kingdom. The registered office of the Company and its subsidiaries (collectively, “Atlassian,”
the “Group,” “our,” or “we”) is located at Exchange House, Primrose Street, London EC2A 2EG, c/o Herbert Smith
Freehills LLP.
We design, develop, license and maintain software and provision software hosting services to help teams
organize, discuss and complete their work. Our products include JIRA for team planning and project management,
Confluence for team content creation and sharing, HipChat for team messaging and communications, Trello for
capturing and adding structure to fluid, fast-forming work for teams, Bitbucket for team code sharing and
management and JIRA Service Desk for team service and support applications.
The accompanying consolidated financial statements of the Company and its subsidiaries for the year ended
June 30, 2017 were authorized for issue in accordance with a resolution of the Board of Directors on August 30,
2017.
2. Summary of Significant Accounting Policies
The significant accounting policies adopted in the preparation of these consolidated financial statements are
set out below. These accounting policies have been consistently applied to all years presented, unless otherwise
stated.
The preparation of financial statements requires the use of certain critical accounting estimates. It also
requires management to exercise its judgment in applying the Group's accounting policies. The areas that require a
higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the financial
statements, are disclosed in Note 3, “Critical accounting estimates and judgments.”
Basis of preparation
The consolidated financial statements of the Group have been prepared in accordance with International
Financial Reporting Standards (“IFRS”), which includes all standards issued by the International Accounting
Standards Board (“IASB”) and related interpretations issued by the IFRS Interpretations Committee. The
consolidated financial statements have been prepared on a historical cost basis, except for financial assets and
liabilities that have been measured at fair value through other comprehensive income or profit or loss.
All amounts included in the consolidated financial statements are reported in thousands of U.S. dollars (U.S
$ in thousands) except where otherwise stated. Due to rounding, numbers presented throughout this document may
not add up precisely to the totals provided and percentages may not precisely reflect the absolute figures.
The Group operates as a single cash-generating unit (“CGU”) and as a single operating segment, which is
also its reporting segment. An operating segment is defined as a component of an entity for which discrete financial
information is available and whose operating results are regularly reviewed by the chief operating decision maker.
The Group's chief operating decision makers are the Group's Co-Chief Executive Officers, who review operating
results to make decisions about allocating resources and assessing performance based on consolidated financial
information. Accordingly, the Group has determined it operates in one operating segment.
Initial public offering
In December 2015, we completed our initial public offering (“IPO”) in which we issued and sold 22 million
Class A ordinary shares at a public offering price of $21.00 per share. We received net proceeds of $431.4 million
after deducting underwriting discounts and commissions and other offering expenses. Upon the closing of our IPO,
all then-outstanding Series A preference shares automatically converted into Class A ordinary shares, all then-
outstanding restricted shares automatically converted into Class A ordinary shares and all then-outstanding Series
B preference shares automatically converted into Class B ordinary shares.
F-9
Principles of consolidation
The consolidated financial statements incorporate the assets and liabilities and the results of operations of
the Company and all of its wholly-owned subsidiaries. The financial statements of the subsidiaries are prepared for
the same reporting period as the Company, using consistent accounting policies. Intercompany transactions,
balances and unrealized gains on transactions between Group companies are eliminated.
Foreign currency translation
The Group's consolidated financial statements are presented using the U.S. dollar, which is the Company's
functional currency. The Group determines the functional currency for each entity in accordance with International
Accounting Standard (“IAS”) 21, The Effects of Changes in Foreign Exchange Rates, based on the currency of the
primary economic environment in which each subsidiary operates, and items included in the financial statements of
such entity are measured using that functional currency.
Transactions and balances
Transactions in foreign currencies are initially recorded by the Group entities at their respective functional
currency spot rates at the date the transaction first qualifies for recognition. Monetary assets and liabilities
denominated in foreign currencies are translated at the functional currency spot rate of exchange at each reporting
date.
All differences arising on settlement or translation of monetary items are recorded in other non-operating
income (expense), net on the consolidated statements of operations, with the exception of monetary items that are
designated as part of the Group's net investment in foreign operations. These differences on translation of the
foreign operations account are recognized in other comprehensive income until the net investment is disposed.
Certain non-monetary items, such as property and equipment, which are measured at historical cost in a
foreign currency, are translated using the exchange rates as of the dates of the initial transactions. Certain non-
monetary items initially measured at fair value in a foreign currency, such as intangible assets, are translated using
the exchange rates as of the date when the fair value is determined.
Group companies
On consolidation, assets and liabilities of foreign operations are translated into U.S. dollars at the rate of
exchange prevailing at the reporting date and their income statements are translated at average exchange rates.
The exchange differences arising on translation for consolidation are recognized in other comprehensive income.
Any goodwill arising on the acquisition of a foreign operation and any fair value adjustments to the carrying
amounts of assets and liabilities arising on the acquisition are treated as assets and liabilities of the foreign
operation and translated at the spot rate of exchange at each reporting date.
Revenue recognition
The Group primarily derives revenues from subscription, maintenance, perpetual license, and training and
other services.
Revenue is recognized in line with the requirements as stated in IAS 18, Revenue, when evidence of an
arrangement exists, delivery has occurred, the risks and rewards of ownership have been transferred to the
customer, the amount of revenue and associated costs can be measured reliably, and collection of the related
receivable is probable. In the absence of industry-specific software revenue recognition guidance under IFRS, the
Group refers to generally accepted accounting principles adopted in the United States (“U.S. GAAP”) when
establishing policies related to revenue recognition. The Group's revenue recognition policy considers the guidance
provided by the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”)
Subtopic 985-605, Software Revenue Recognition, and FASB ASC Subtopic 605-25, Multiple-Element
Arrangements, where applicable, as authorized by IAS 8, Accounting Policies, Changes in Accounting Estimates
and Errors.
If, at the outset of an arrangement, revenue cannot be measured reliably, revenue recognition is deferred
until the arrangement fee becomes due and payable by the customer. Additionally, if, at the outset of an
arrangement, it is determined that collectability is not probable, revenue recognition is deferred until the earlier of
when collectability becomes probable or payment is received. The Group enters into arrangements directly with end
F-10
users as well as indirectly through value-added resellers (e.g., “solution partners”). Revenue recognition for indirect
customers is the same as for direct customers as the terms of sale are substantially the same.
Subscription revenue
Subscription revenue represents fees earned from subscription-based arrangements for: (1) cloud-based
services for providing customers the right to use software in a cloud-based-infrastructure provided by the Group,
where the customer does not have the right to terminate the hosting contract and take possession of the software
without significant penalty; and (2) software licensed for a specified period, in which fees for support and
maintenance are bundled with the license fee over the entire term of the license period. Subscription-based
arrangements generally have a contractual term of one to twelve months. Subscription revenue is recognized
ratably as the services are performed, commencing with the date the service is made available to customers and all
other revenue recognition criteria have been satisfied.
Maintenance revenue
Maintenance revenue represents fees earned from providing customers unspecified future updates,
upgrades and enhancements and technical product support for perpetual license products on an if and when
available basis. The first year of maintenance is purchased concurrently with the purchase of perpetual licenses,
and subsequent renewals extend for an additional year in most cases. Maintenance services are priced as a
percentage of the total product sale, and a substantial majority of customers elect to renew software support
contracts annually at standard list maintenance renewal pricing. Maintenance revenue is recognized ratably over
the term of the support period.
Perpetual license revenue
Perpetual license revenue represents fees earned from the license of software to customers for use on the
customer's premises. Software is licensed on a perpetual basis, subject to a standard licensing agreement. The
Group recognizes revenue on the license portion of perpetual license arrangements on the date of product delivery
in substantially all situations.
Other revenue
Other revenues include fees received for sales of third-party add-ons and extensions in the Group's online
marketplace, Atlassian Marketplace, and for training services. Revenue from the sale of third-party vendor products
via Atlassian Marketplace is recognized net of the vendor liability portion as the Group functions as an agent in the
relationship. The Group's revenue portion is recognized on the date of product delivery given that the Group has no
future obligations. Revenue from training is recognized as delivered or as the rights to receive training expire.
Multiple-element arrangements
Many of the Group's arrangements include purchases of both software related products and services. For
these software related multiple-element arrangements, the Group applies the residual method to determine the
amount of software license revenue to be recognized. The Group first allocates fair value to elements of a software
related multiple-element arrangement based on its fair value as determined by vendor specific objective evidence
(“VSOE”), with any remaining amount allocated to the software license. The Group determines VSOE based on its
historical pricing for a specific product or service when sold separately and when a substantial majority of the selling
prices for these services fall within a narrow range.
Cloud-based arrangements may be purchased alongside other services that are intended to be used with the
cloud offering. Such arrangements are considered to be non-software multiple-element arrangements. The Group
accordingly allocates revenue to each element considered to be a separate unit of accounting using the relative
selling prices of each unit.
The relative selling price for each element is based upon the following selling price hierarchy: VSOE if
available, third-party evidence (“TPE”) if VSOE is not available, or estimated selling price if neither VSOE nor TPE
are available. Historically, the Group has established VSOE for all non-software elements using the same
methodology applied to software-related elements, as a substantial majority of the selling prices for these elements
fall within a narrow range when sold separately.
If the Group enters into an arrangement with both software and non-software deliverables, the Group will first
allocate the total arrangement consideration based on the relative selling prices of the software group of elements
F-11
as a whole and the non-software elements. The Group then further allocates consideration within the software
group in accordance with the residual method described above.
The revenue amount allocated to each element is recognized when the revenue recognition criteria
described above have been met for the respective element.
Taxation
Current tax
Current income tax assets and/or liabilities comprise amounts expected to be recovered or paid to HM
Revenue & Customs, the Australian Taxation Office, the United States Internal Revenue Service and other fiscal
authorities relating to the current or prior reporting periods, which are unpaid at each reporting date. Current tax is
payable on taxable income that differs from the consolidated statements of operations in the financial statements
due to permanent and temporary timing differences. The calculation of current tax is based on tax rates and tax
laws that have been enacted or substantively enacted by the end of the reporting period.
Deferred tax
The Group uses the liability method of accounting for income taxes. Deferred income tax assets and
liabilities represent temporary differences between the carrying amounts of assets and liabilities in the consolidated
financial statements and their corresponding tax basis used in the computation of taxable income. Deferred tax
however is not recognized on the initial recognition of goodwill, or the initial recognition of an asset or liability (other
than in a business combination) in a transaction that affects neither tax nor accounting income.
Deferred tax liabilities are recognized for taxable temporary differences associated with investments in
subsidiaries and associates, except where the Group is able to control the reversal of the temporary differences and
it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax liabilities are
generally provided for in full.
Deferred tax assets are recognized to the extent that they are expected to reverse in the foreseeable future
and it is probable that they will be able to be utilized against future taxable income, based on the Group's forecast
of future operating results. Deferred tax assets are adjusted for significant non-taxable income, expenses and
specific limits on the use of any unused tax loss or credit. Unrecognized deferred income tax assets are reassessed
at each reporting date and are recognized to the extent that it has become probable that future taxable income will
allow the deferred tax asset to be recovered.
Deferred tax assets and liabilities are calculated, without discounting, at tax rates and laws that are expected
to apply to their respective period of realization, provided the tax rates and laws are enacted or substantively
enacted by the end of the reporting period. The carrying amount of deferred tax assets are reviewed at each
reporting date and reduced to the extent that it is no longer probable that sufficient taxable income will be available
to allow all or part of the deferred tax asset to be utilized.
Deferred tax liabilities and assets are offset when there is a legally enforceable right to offset current tax
assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and
the Group intends to settle its current tax assets and liabilities on a net basis. Changes in deferred tax assets or
liabilities are recognized as a component of tax expense (benefit) in the consolidated statements of operations,
except where they relate to items that are recognized in other comprehensive income or directly in equity, in which
case the related deferred tax is also recognized in other comprehensive income or equity, respectively. Where
deferred tax arises from the initial accounting for a business combination, the tax effect is included in the accounting
for the business combination.
Share-based payments
Employees of the Group receive, in part, remuneration for services rendered in the form of share-based
payments, which are considered equity-settled transactions. The cost of equity-settled transactions is recognized,
together with a corresponding increase in equity, over the period in which the performance or service conditions are
fulfilled. The cumulative expense recognized for equity-settled transactions at each reporting date until the vesting
date reflects the extent to which the vesting period has expired and the Company's best estimate of the number of
equity instruments that will ultimately vest. The share-based payment expense for each reporting period reflects the
movement in cumulative expense recognized at the beginning and end of that period. The Group follows the
accelerated method of expense recognition for share-based awards, as the awards vest in tranches over the
vesting period.
F-12
The estimation of share awards that will ultimately vest requires judgment, and to the extent actual results or
updated estimates differ from current estimates, such amounts will be recorded as a cumulative adjustment in the
period the estimates are revised. Actual results, and future changes in estimates, may differ substantially from
current estimates.
If an equity-settled award is cancelled, it is treated as if it had forfeited on the date of cancellation, and any
expense previously recognized for unvested shares is immediately reversed.
Leases
The determination of whether an arrangement is or contains a lease is based on the substance of the
arrangement at the inception date, whether fulfillment of the arrangement is dependent on the use of a specific
asset or assets or the arrangement conveys a right to use the asset, even if that right is not explicitly specified in an
arrangement.
Leases in which a significant portion of the risks and rewards of ownership are not transferred to the Group
as lessee are classified as operating leases. Expenses incurred in operating leases (net of any incentives received
from the lessor) are recognized on a straight-line basis over the term of the lease. Operating lease incentives are
recognized as a liability when received and subsequently reduced by allocating lease payments between rental
expense and a reduction of the liability.
Business combinations
Business combinations are accounted for using the acquisition method at the acquisition date, which is the
date on which control is transferred. The cost of an acquisition is measured as the aggregate of the consideration
transferred, measured at the acquisition date fair value and the amount of any non-controlling interest in the
acquiree. Settlements of pre-existing relationships are not included in the consideration transferred and are
recognized in the consolidated statements of operations. Identifiable assets acquired and liabilities assumed in a
business combination are measured at their fair values at the acquisition date. Upon acquisition, the Group
recognizes any non-controlling interests in the acquiree either at fair value or at the proportionate share of the
acquiree's identifiable net assets. Acquisition-related costs are expensed as incurred and included in general and
administrative expenses. Where settlement of any part of cash consideration is deferred, the amounts payable in
the future are discounted to their present value at the date of exchange.
Goodwill
Goodwill is initially measured at cost, which is the excess of the aggregate of the consideration transferred
and the amount recognized for the non-controlling interest over the net identifiable assets acquired and liabilities
assumed.
If this consideration is lower than the fair value of the net of these assets acquired and liabilities assumed,
the difference is recognized in the consolidated statements of operations. After initial recognition, goodwill is
measured at cost, less any accumulated impairment losses. For the purpose of impairment testing, goodwill
acquired in a business combination is, from the acquisition date, allocated to the Group's CGU that is expected to
benefit from the combination, regardless of whether other assets or liabilities of the acquiree are assigned to those
units.
Cash and cash equivalents
Cash and cash equivalents in the statements of financial position comprise cash at banks, short-term
deposits and low-risk, highly liquid investments with original maturities of three months or less when initially
recorded. Cash equivalents also include amounts due from third-party credit card processors as they are both
short-term and highly liquid in nature and are typically converted to cash within three days of the sales transaction.
Trade receivables
Trade receivables are initially recognized at fair value, less a provision for impairment. Trade receivables are
unsecured and substantially all are due for settlement within 30 days of recognition. They are presented as current
assets unless collection is not expected for more than 12 months after the reporting date.
Collectability of trade receivables is reviewed on an ongoing basis. Debts that are known to be uncollectible
are written off by reducing the carrying amount directly. An allowance for doubtful accounts (provision for
impairment of trade receivables) is used when there is objective evidence that the Group will not be able to collect
F-13
all amounts due according to the original terms of the receivables. Significant financial difficulties of the debtor,
probability that the debtor will enter bankruptcy or financial reorganization, and default or delinquency in payments
are considered indicators that the trade receivable is impaired.
The amount of the impairment loss is recognized within general and administrative expense. When a trade
receivable for which an impairment allowance had been recognized becomes uncollectible in a subsequent period,
it is written off against an allowance account. Subsequent recoveries of amounts previously written off are credited
against other expenses in the consolidated statements of operations.
Investments
Classification
The Group classifies its financial assets in the following categories: amortized cost, fair value through other
comprehensive income and fair value through profit or loss. The Group determines the classification of its financial
assets at initial recognition with the classification dependent on the business model for managing the financial
assets and the contractual cash flow characteristics of the assets. Management evaluates the business model for
managing its financial assets at the end of each reporting period.
Recognition and derecognition
Purchases and sales of financial assets are recognized on the date on which the Group commits to purchase
or sell the asset. Financial assets are derecognized when the rights to receive cash flows from the financial assets
have expired or have been transferred and the Group has transferred substantially all the risks and rewards of
ownership. Fair value changes that have been recognized in other comprehensive income are recycled to profit or
loss upon sale of the financial asset.
Measurement
At initial recognition, for financial assets not at fair value through profit or loss, the Group measures the
assets at its purchase price plus transaction costs that are directly attributable to the acquisition of the financial
asset. Transaction costs of financial assets carried at fair value through profit or loss are expensed in the
consolidated statements of operations.
Subsequently, financial assets are carried at fair value or amortized cost less impairment. Financial assets
classified at amortized cost are measured using the effective interest method.
Impairment
The Group assesses at the end of each reporting period whether there is objective evidence that a financial
asset or group of financial assets is impaired. A financial asset or a group of financial assets is impaired and
impairment losses are incurred only if there is objective evidence of impairment as a result of one or more events
that occurred after the initial recognition of the asset (a loss event) and that loss event (or events) has an impact on
the estimated future cash flows of the financial asset or group of financial assets that can be reliably estimated. In
the case of equity investments classified at fair value through profit or loss, a significant or prolonged decline in the
fair value of the security below its cost is considered an indicator that the investment is impaired.
The Group assesses at the end of each reporting period whether there has been an increase in credit risk for
a financial asset since initial recognition. When there has been a significant increase in credit risk, the Group will
recognize a loss allowance based on the expected credit losses on a 12-month or lifetime basis. Expected credit
losses are a probability-weighted estimate of the difference in the present value of contractual cash flows and the
present value of cash flows that the Group expects to receive. The changes in the loss allowance balance are
recognized as an impairment loss in the consolidated statements of operations. If, in a subsequent period, the
amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after
the impairment was recognized, the reversal of the previously recognized impairment loss is recorded in the
consolidated statement of operations.
Fair value estimation
The fair value of financial assets and financial liabilities are estimated for recognition and measurement or for
disclosure purposes. The fair value of financial instruments traded in active markets is based on quoted market
prices as of the statement of financial position date. The quoted market price used for financial assets held by the
Group is the current bid price.
F-14
The fair value of financial instruments that are not traded in an active market is determined using valuation
techniques. The Group uses a variety of methods and makes assumptions that are based on market conditions
existing as of the statement of financial position date. Other techniques, such as estimated discounted cash flows,
are used to determine fair value for the remaining financial instruments.
The carrying value, less any impairment provision of trade receivables and payables, is assumed to
approximate the fair value due to their short-term nature. The fair value of financial liabilities for disclosure purposes
is estimated by discounting the future contractual cash flows at the current market interest rate that is available to
the Group for similar financial instruments.
Property and equipment
Property and equipment are stated at cost, net of accumulated depreciation. Historical cost includes
expenditures directly attributable to the acquisition of the assets. Subsequent costs are included in the asset's
carrying amount or recognized as a separate asset, as appropriate, only when it is probable that future economic
benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. The
carrying amount of any component accounted for as a separate asset is derecognized when replaced. All other
repairs and maintenance are expensed as incurred.
Depreciation is calculated using the straight-line method to allocate the cost over the estimated useful lives
or, in the case of leasehold improvements and certain leased equipment, the remaining lease term if shorter. The
estimated useful lives for each asset class are as follows:
Equipment
Computer hardware and computer-related software
Furniture and fittings
Leasehold improvements
Research and development
3 - 5 years
3 - 5 years
5 - 10 years
Shorter of the remaining lease term or 7 years
Research and development includes the employee and hardware costs incurred for the development of new
products, enhancements and updates of existing products and quality assurance activities. These costs incurred
internally for the development of computer software are capitalized only when technological feasibility has been
established for the solution. To establish technological feasibility, the Group must demonstrate it intends to complete
development and the solution will be available for sale or internal use, it is probable the solution will generate future
economic benefits, and the Group has the ability to reliably measure the expenditure attributable to the solution
during its development. The Group has determined that technological feasibility of software solutions is reached
shortly before the solution is released or deployed. The Company has not capitalized any research and
development costs.
Intangible assets
Intangible assets acquired separately or in a business combination are initially measured at cost. The cost of
an intangible asset acquired in a business combination is its fair value as of the date of acquisition. Following initial
recognition, intangible assets are carried at cost, net of accumulated amortization.
The useful lives of intangible assets are assessed to be either finite or indefinite. Intangible assets with finite
lives are amortized over their useful life using the straight-line method. The amortization period and the amortization
method for an intangible asset with a finite useful life are reviewed at least annually at each fiscal year end.
Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in
the asset are accounted for prospectively by changing the amortization period or method, as appropriate, which is a
change in an accounting estimate. The amortization expense on intangible assets with finite lives is recognized in
the consolidated statements of operations in the expense category, consistent with the function of the intangible
asset.
F-15
The estimated useful lives for each intangible asset class are as follows:
Patents, trademarks and other rights
Customer relationships
Acquired developed technology
2 - 7 years
2 - 4 years
3 - 10 years
Impairment of goodwill, intangible assets and long-lived assets
Goodwill is tested for impairment annually during the fourth quarter of the Group's fiscal year and when
circumstances indicate that the carrying value may be impaired. Impairment is determined for goodwill by assessing
the recoverable amount of the CGU. When the recoverable amount of the CGU is less than its carrying amount, an
impairment loss is recognized. Impairment losses relating to goodwill cannot be reversed in future periods.
Intangible assets are tested for impairment annually, during the fourth quarter, and when circumstances
indicate that the carrying value may be impaired. When the recoverable amount of an intangible asset is less than
its carrying amount, an impairment loss is recognized.
The residual values and useful lives of long-lived assets are reviewed at the end of each reporting period and
adjusted if appropriate. An asset's carrying amount is written down immediately to its recoverable amount if the
asset's carrying amount is greater than its estimated recoverable amount. In assessing value in use, the estimated
future cash flows are 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. In determining fair value less costs to
sell, recent market transactions are taken into account, if available. If no such transactions can be identified, an
appropriate valuation model is used.
Provisions and accrued liabilities
Provisions and accrued expenses are recognized when the Group has a present obligation as a result of
past events, it is probable that an outflow of resources will be required to settle the obligation and the amount has
been reliably estimated. Provisions are not recognized for future operating losses.
Where there are a number of similar obligations, the likelihood that an outflow will be required in settlement is
determined by considering the class of obligations as a whole. A provision is recognized even if the likelihood of an
outflow with respect to any one item included in the same class of obligations may be small.
Provisions are measured at the present value of management's best estimate of the expenditure required to
settle the present obligation at the end of each reporting period. The discount rate used to determine the present
value is a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to
the liability. The increase in the provision due to the passage of time is recognized as finance costs.
Shareholders' equity
Preference, ordinary and restricted shares are classified as equity. When the Group purchases its own equity
instruments, for example as the result of a share buyback or a share-based payment plan, the consideration paid,
including any directly attributable incremental costs (net of income taxes), is deducted from equity attributable to the
owners of the Company as treasury shares, until the shares are cancelled or reissued. When such ordinary shares
are subsequently reissued, any consideration received, net of any directly attributable incremental transaction costs
and the related income tax effects, is included in equity attributable to the owners of the Company.
Refer to Note 14, "Shareholders' Equity," for the terms and conditions on preference, ordinary and restricted
shares.
Dividends
Provision is made for any dividend declared, being appropriately authorized and no longer at the discretion of
the entity, on or before the end of the reporting period but not distributed at the end of the reporting period.
Royalties
Royalties payable are recognized as an expense on an accruals basis in accordance with the applicable
royalty agreement.
F-16
New accounting standards not yet adopted
In May 2014, the IASB issued IFRS 15, Revenue from Contracts with Customers, which supersedes most
current revenue recognition requirements. The standard establishes a principle for recognizing revenue upon the
transfer of promised goods or services to customers, in an amount that reflects the expected consideration to be
entitled to in exchange for those goods or services. The standard also requires new disclosures about the nature,
amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. We plan to adopt
the new standard as of July 1, 2018.
The standard may be applied retrospectively to each prior period presented (full retrospective method), or
with the cumulative effect recognized in beginning retained earnings (accumulated deficit) as of the date of initial
adoption (modified retrospective method).
As a result of adoption we expect the primary impact to be related to our term-based licenses of our on-
premises products, as we anticipate a portion of revenue will be recognized earlier for these contracts. Currently,
we recognize revenue for our term-based licenses ratably over the service period. We continue to evaluate and
quantify the impact of adopting IFRS 15 on our consolidated financial statements. We have assigned internal
resources, engaged third-party service providers and have a preliminary project plan in order to guide us in this
implementation.
In January 2016, the IASB issued the IFRS 16, Leases, which supersedes the existing leases standard, IAS
17, Leases, and related interpretations. The standard introduces a single lessee accounting model and requires a
lessee to recognize all leases with a term of more than 12 months, as assets and liabilities on its statement of
financial position. The standard also contains enhanced disclosure requirements for lessees and is effective for the
Group beginning for its fiscal year ending June 30, 2020, though early adoption is permitted for companies that
early adopt IFRS 15. The Group is currently evaluating the impact of adopting the standard on its consolidated
financial statements.
3. Critical Accounting Estimates and Judgments
The preparation of the financial statements requires management to make judgments, estimates and
assumptions that affect the reported amounts in the financial statements. Management continually evaluates its
judgments and estimates in relation to assets, liabilities, contingent liabilities, revenues and expenses. Management
bases its judgments and estimates on historical experience and on other various factors it believes to be reasonable
under the circumstances, the result of which forms the basis of the carrying values of assets and liabilities that are
not readily apparent from other sources. Actual results may differ from these estimates under different assumptions
and conditions and may materially affect the financial results or the financial position reported in future periods.
Management has identified the following critical accounting policies for which significant judgments,
estimates and assumptions are made.
Significant accounting estimates and assumptions
Revenue
As described in the Group’s revenue accounting policy, revenue will be recognized when all criteria are met
in accordance with IAS 18, Revenue. Most of the Group’s revenue-generating arrangements include more than one
deliverable. Assumptions have to be applied in order to determine when to account for deliverables separately and
how to allocate the total arrangement fee to its individual elements. The Group does not allocate different
deliverables under one arrangement separately if a basis for allocating the overall arrangement fee cannot be
identified. The Group has concluded that a reasonable allocation basis exists if vendor-specific objective evidence
of fair value can be established for each undelivered software element in an arrangement. However, estimation is
required and the Group’s conclusions around the approach to allocate fair value may significantly impact the timing
and amount of revenue recognized.
Share-based payment transactions
The Group measures the cost of equity-settled transactions with employees by reference to the fair value of
the equity instruments at the date at which they are granted. The accounting estimates and assumptions relating to
equity-settled share-based payments may impact expenses, equity and the carrying amounts of liabilities within the
next financial reporting period.
F-17
Business combinations
The Group uses its best estimates and assumptions to accurately assign fair value to the tangible and
intangible assets acquired and liabilities assumed at the acquisition date. The Group’s estimates are inherently
uncertain and subject to refinement. During the measurement period, which may be up to one year from the date of
acquisition, the Group may record adjustments to the fair value of these tangible and intangible assets acquired and
liabilities assumed, with the corresponding offset to goodwill. In addition, uncertain tax positions are initially
established in connection with a business combination as of the acquisition date. The Group continues to collect
information and reevaluates these estimates and assumptions as deemed reasonable by management. The Group
records any adjustments to these estimates and assumptions against goodwill provided they arise within the
measurement period. Upon the conclusion of the measurement period or final determination of the fair value of
assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to the
consolidated statements of operations.
Significant accounting judgments
Taxation
Deferred tax assets are recognized for deductible temporary differences for which management considers it
is probable that future taxable income will be available to utilize those temporary differences. Significant
management judgment is required to determine the amount of deferred tax assets that can be recognized, based
upon the likely timing and the level of future taxable income, together with future tax-planning strategies.
Management judgment is required to determine the extent to which deferred tax assets should be recognized
based upon the likely timing and the level of future taxable income available to utilize the Group’s deferred tax
benefits. Assumptions about the generation of future taxable income depend on management’s estimates of future
cash flows, future business expectations, capital expenditure, dividends, and other capital management
transactions.
Management judgment is also required in relation to the application of income tax legislation, which involves
an element of inherent risk and uncertainty. Where management judgment is found to be misplaced, some or all of
recognized deferred tax asset and liability carrying amounts may require adjustment, resulting in a corresponding
credit or charge to the consolidated statements of operations.
Impairment of non-financial assets
The Group assesses impairment of all assets at each reporting date by evaluating conditions specific to the
Group and to the particular asset that may lead to impairment. These include product performance, technology,
economic and political environments, and future product expectations. If an impairment trigger exists, the
recoverable amount of the asset is determined. No indicators of impairment existed that were significant enough to
warrant such assets to be tested for impairment in the fiscal years ended June 30, 2017, 2016 and 2015.
Impairment of financial instruments
The Group assesses the credit risk for financial instruments. When there has been a significant increase in
credit risk, the Group will recognize expected credit losses, which are a probability-weighted estimate of the
difference between the present value of contractual cash flows and the present value of cash flows that the Group
expects to receive. Significant judgment is involved in assessing the probability of cash flows to be received in
future periods.
F-18
4. Group Information
As of June 30, 2017, the Group’s subsidiaries, all of which are wholly-owned, were as follows:
Name
Atlassian (UK) Limited
Atlassian (Australia) Limited
Atlassian (Global) Limited
Atlassian (UK) Operations Limited
Atlassian, Inc.
Atlassian LLC
Atlassian Network Services, Inc.
Dogwood Labs, Inc.
Trello, Inc.
Atlassian Australia 1 Pty Ltd
Atlassian Australia 2 Pty Ltd
Atlassian Corporation Pty. Ltd.
Atlassian Pty Ltd
Atlassian Capital Pty. Ltd.
MITT Australia Pty Ltd
MITT Trust
Atlassian K.K.
Atlassian Germany GmbH
Atlassian B.V.
Atlassian Philippines, Inc.
Atlassian France
SIP Communicator Ltd.
5. Financial Risk Management
Country of Incorporation
United Kingdom
United Kingdom
United Kingdom
United Kingdom
United States of America
United States of America
United States of America
United States of America
United States of America
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Japan
Germany
Netherlands
Philippines
France
Bulgaria
The Group's activities expose it to a variety of financial risks: market risk (including currency risk and interest
rate risk), credit risk and liquidity risk. The Group's overall risk management approach focuses on the
unpredictability of financial markets and seeks to minimize potential adverse effects on the financial performance of
the Group.
Management regularly reviews the Group's risk management objectives to ensure that risks are identified
and managed appropriately. The Board of Directors is made aware of and reviews management's risk assessments
prior to entering into significant transactions.
Market risk
Foreign exchange risk
The Group operates globally and is exposed to foreign exchange risk arising from exposure to various
currencies in the ordinary course of business. Our exposures primarily consist of the Australian dollar, British pound,
Euro, Japanese yen, Philippine peso and Swiss franc. Foreign exchange risk arises from commercial transactions
and recognized financial assets and liabilities denominated in a currency other than the U.S. dollar. The Group’s
foreign exchange policy is reviewed annually by the Group’s audit committee and requires the Group to monitor its
foreign exchange exposure on a regular basis.
All of our sales contracts are denominated in U.S. dollars, and our operating expenses are generally
denominated in the local currencies of the countries where our operations are located. We therefore benefit from a
strengthening of the U.S. dollar and are adversely affected by the weakening of the U.S. dollar.
Beginning on July 1, 2016, we entered into derivative transactions to manage certain foreign currency
exchange risks that arise in the Group’s ordinary business operations. We recognize all derivative instruments as
either assets or liabilities on our consolidated statement of financial position and measure them at fair value. Gains
and losses resulting from changes in fair value are accounted for depending on the use of the derivative and
whether it is designated and qualifies for hedge accounting.
F-19
We enter into master netting agreements with select financial institutions to reduce our credit risk and
contract with several counterparties to reduce our concentration risk with any single counterparty. We do not have
significant exposure to counterparty credit risk at this time. We do not require nor are we required to post collateral
of any kind related to our foreign currency derivatives.
Cash flow hedging
We enter into foreign exchange forward contracts with the objective to mitigate certain currency risks
associated with cost of revenues and operating expenses denominated in Australian dollars. These foreign
exchange forward contracts are designated as cash flow hedges.
To receive hedge accounting treatment, all hedging relationships are formally documented at the inception of
the hedge, and the hedges must be highly effective in offsetting changes to future cash flows on hedged
transactions. We include the forward element of these hedging instruments in the hedge relationship and on a
quarterly basis qualitatively assess whether the hedges are expected to provide offsetting changes against the
hedged items. The effect of the cash flow hedges determined to be effective is recognized in other comprehensive
income and impact profit or loss in the same period or periods as the hedged items are recognized in profit or loss.
Amounts reclassified from cash flow hedge reserve to profit or loss are recorded to the same functional expense as
hedged item or items. Gains or losses related to the ineffective portion of cash flow hedges, if any, are recognized
immediately in the same functional expense as the hedged item or items. We measure ineffectiveness in a cash
flow hedge relationship using the hypothetical derivative method. Ineffectiveness occurs only if the present value of
the cumulative gain or loss on the derivative instrument exceeds the present value of the cumulative gain or loss on
the hypothetical derivative, which is used to measure changes of expected future cash flow.
It is our policy to enter into cash flow hedges to hedge cost of revenues and operating expenses up to 18
months.
Balance sheet hedging
We also enter into foreign exchange forward contracts to hedge a portion of certain foreign currency
denominated as monetary assets and liabilities to reduce the risk that such foreign currency will be adversely
affected by changes in exchange rates. These contracts hedge monetary assets and liabilities that are denominated
in non-functional currencies and are carried at fair value with changes in the fair value recorded to other non-
operating income (expense), net on our consolidated statement of operations. These contracts do not subject us to
material balance sheet risk due to exchange rate movements because gains and losses on these derivatives are
intended to offset gains and losses on the monetary assets and liabilities being hedged.
Foreign currency sensitivity
As of June 30, 2017, the total fair value of all foreign exchange forward contracts was $3.3 million, which
was comprised of the notional equivalent of $146.7 million in Australian dollars.
A sensitivity analysis performed on our hedging portfolio as of June 30, 2017 indicated that a hypothetical
10% strengthening of the U.S. dollar against other currencies applicable to our business would decrease the fair
value of our foreign currency contracts by $11.3 million. A hypothetical 10% weakening of the U.S. dollar against
other currencies would increase the fair value of our foreign currency contracts by $11.3 million.
We had not entered into any derivatives or hedging transactions as of June 30, 2016. As such, the sensitivity
analysis performed at June 30, 2016 expressed the potential exposure to foreign currency exchange risk on our
results of operations, before taxes. For the fiscal year ended June 30, 2016, the effect of a hypothetical 10%
strengthening of the U.S. dollar against other currencies applicable to our business would have had a positive
impact of $13.0 million on our result of operations, before taxes, while a weakening of the U.S. dollar against other
currencies would have had a negative impact of $13.0 million on our result of operations, before taxes.
Interest rate risk
The Group had cash and cash equivalents totaling $244.4 million and short-term investments totaling $305.5
million as of June 30, 2017. These primarily consisted of investments in money market funds, time deposits,
commercial paper, corporate notes and bonds, government securities and other debt securities with credit ratings of
at least A- or better. The primary objective of our investment activities is the preservation of capital, and we do not
enter into investments for trading or speculative purposes.
F-20
Our cash equivalents and investment portfolio are subject to market risk due to changes in interest rates.
Fixed rate securities may have their market value adversely impacted due to a rise in interest rates. Due in part to
these factors, our future investment income may fall short of expectation due to changes in interest rates or we may
suffer losses in principal if we are forced to sell securities that decline in market value due to changes in interest
rates. However, because we classify our investments at fair value through other comprehensive income, no gains or
losses are recognized due to changes in interest rates unless such securities are sold prior to maturity or an
investment is impaired. Our fixed-income portfolio is subject to interest rate risk. A hypothetical 100 basis point
increase in interest rates at June 30, 2017 and 2016 could result in a $2.0 million and $3.6 million decrease in the
market value of our investments, respectively. This estimate is based on a sensitivity model that measures market
value changes when changes in interest rates occur.
Credit risk
The Group is exposed to credit risk arising from cash and cash equivalents, deposits with banks and
financial institutions, investments, foreign exchange derivative contracts, as well as credit exposures to customers,
including outstanding receivables and committed transactions. Credit risk is managed on a Group basis.
The Group has a minimum credit rating requirement for banks and financial institutions with which it
transacts. The Group’s investments are governed by a corporate investment policy with a minimum credit ratings
and concentration limits for all securities.
The Group is exposed to credit risk in the event of non-performance by the counterparties to our foreign
exchange derivative contracts at maturity. To reduce the credit risk, we continuously monitor credit quality of our
counterparties to such derivatives. We believe the risk of non-performance under these contracts is remote.
The Group's customer base is highly diversified, thereby limiting credit risk. The Group manages its credit
risk with customers by closely monitoring its receivables. Sales are typically settled using major credit cards,
mitigating credit risk. Our credit policy typically requires payment within 30-45 days, and we establish credit limits
for each customer based on our internal guidelines. No one customer accounted for more than 10% of total
revenues during each of the fiscal years ended June 30, 2017, 2016 or 2015.
Liquidity risk
The following tables present the Group's financial liabilities based on their contractual maturities. The
amounts disclosed in the tables are the contractual, undiscounted cash flows. Balances due within 12 months equal
their carrying balances as the impact of discounting is not significant. The Group evaluated its liquidity risk based on
its cash outflows for the next 12 months and concluded it to be low. The Group had sufficient cash in the short term
as of June 30, 2017 to meet its long-term cash outflows and it does not expect the impact of a discounted cash flow
analysis to change the conclusion of its risk assessment. The Group's long-term commitments representing its
undiscounted future cash outflows are disclosed in Note 17, “Commitments.”
F-21
Contractual maturities of financial liabilities are as follows:
As of June 30, 2017
Financial liabilities:
Trade and other payables
Current tax liabilities
Other non-current liabilities
As of June 30, 2016
Financial liabilities:
Trade and other payables
Current tax liabilities
Other non-current liabilities
Capital risk management
Up to 12
Months
Greater than
12 Months
Total
Contractual
Cash Flows
(U.S. $ in thousands)
$
73,192 $
— $
73,192
2,207
—
—
4,969
2,207
4,969
$
75,399 $
4,969 $
80,368
$
57,886 $
— $
57,886
286
—
58,172 $
$
—
6,545
6,545 $
286
6,545
64,717
The primary objective of the Group's capital structure management is to ensure that it maintains appropriate
capital ratios to support its business and maximize shareholder value.
The Group manages its capital structure and adjusts it in light of changes in economic conditions. To
maintain or adjust the capital structure, the Group may adjust the dividend payment to shareholders, return capital
to shareholders, issue new shares, or consider external lending options. No material changes were made to the
process of managing capital during the fiscal years ended June 30, 2017, 2016 and 2015.
Fair value measurements
The fair value of financial assets and financial liabilities must be estimated for recognition and measurement
or for disclosure purposes.
IFRS 13, Fair value measurement defines fair value as 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. The fair
value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes
place either, in the principle market for the asset or liability, or in the absence of a principal market, in the most
advantageous market for the asset or liability.
IFRS 13 requires disclosure of fair value measurements by level of the following fair value measurement
hierarchy:
•
•
•
Level 1 - Quoted (unadjusted) market prices in active markets for identical assets or liabilities
Level 2 - Valuation techniques for which the lowest level input that is significant to the fair value
measurement is directly or indirectly observable
Level 3 - Valuation techniques for which the lowest level input that is significant to the fair value
measurement is unobservable
The fair value of financial instruments traded in active markets is included in Level 1.
The fair value of financial instruments that are not traded in an active market is determined using valuation
techniques. These valuation techniques maximize the use of observable market data where it is available and rely
as little as possible on entity-specific estimates. If all significant inputs required to measure the fair value an
instrument are observable, the instrument is included in Level 2.
If one or more of the significant inputs is not based on observable market data, the instrument is included in
Level 3.
F-22
Assets and liabilities measured at fair value are classified in their entirety based on the lowest level of input
that is significant to the fair value measurement. The Group's assessment of the significance of a particular input to
the fair value measurement in its entirety requires management to make judgments and considers factors specific
to the asset or liability. There were no transfers between levels during fiscal year 2017 and 2016.
The following table presents the Group’s financial assets and liabilities measured and recognized at fair
value as of June 30, 2017, by level within the fair value hierarchy:
Description
Cash and cash equivalents:
Money market funds
Commercial paper
Total cash and cash equivalents
Investments:
U.S. treasury securities
Agency securities
Certificates of deposit and time deposits
Commercial paper
Corporate debt securities
Municipal securities
Total investments
Derivative instruments
Total assets
Level 1
Level 2
Level 3
Total
(U.S. $ in thousands)
$
78,564 $
—
78,564
—
—
—
—
—
—
—
—
78,564 $
$
— $
— $
2,749
2,749
61,676
16,654
44,101
33,928
148,546
4,788
309,693
3,252
—
—
—
—
—
—
—
—
—
—
78,564
2,749
81,313
61,676
16,654
44,101
33,928
148,546
4,788
309,693
3,252
315,694 $
— $
394,258
As of June 30, 2017, the Group had $305.5 million of investments which were classified as short-term
investments on the Group’s statement of financial position. Additionally, the Group had certificates of deposit and
time deposits totaling $4.2 million which were classified as long-term and were included in other non-current assets
on the Group’s statement of financial position. As of June 30, 2017 and 2016, the Group’s short-term investments
were classified as debt instruments at fair value through other comprehensive income.
F-23
The following table presents the Group’s financial assets and liabilities measured and recognized at fair
value as of June 30, 2016, by the level within the fair value hierarchy:
Level 1
Level 2
Level 3
Total
(U.S. $ in thousands)
Description
Cash and cash equivalents:
Money market funds
$
124,760
$
— $
— $
Agency securities
Commercial paper
Total cash and cash equivalents
—
—
124,760
Investments:
U.S. treasury securities
Agency securities
Certificates of deposit and time
deposits
Commercial paper
Corporate debt securities
Municipal securities
International government
securities
Total investments
—
—
—
—
—
—
—
—
8,998
5,998
14,996
102,922
47,548
42,484
37,881
250,854
1,902
3,997
487,588
—
—
—
—
—
—
—
—
—
—
—
Total assets
$
124,760
$
502,584
$
— $
124,760
8,998
5,998
139,756
102,922
47,548
42,484
37,881
250,854
1,902
3,997
487,588
627,344
As of June 30, 2016, the Group had $483.4 of investments which were classified as short-term investments
on the Group’s statement of financial position. Additionally, the Group had certificates of deposit and time deposits
totaling $4.2 million which were classified as long-term and were included in other non-current assets on the
Group’s statement of financial position.
The Group's financial assets include cash and cash equivalents, trade receivables, tax receivables, and
short-term and long-term deposits with fixed interest rates.
As of June 30, 2017, the Group’s investments consisted of the following:
Investments
U.S. treasury securities
Agency securities
Certificates of deposit and time deposits
Commercial paper
Corporate debt securities
Municipal securities
Total investments
Amortized
Cost
Unrealized
Gains
Unrealized
Losses
Fair Value
(U.S. $ in thousands)
$
61,760 $
— $
16,740
44,101
33,928
148,634
4,789
—
—
—
52
—
(84) $
(86)
—
—
61,676
16,654
44,101
33,928
(140)
148,546
(1)
4,788
$ 309,952 $
52 $
(311) $ 309,693
F-24
As of June 30, 2016, the Group’s investments consisted of the following:
Investments
U.S. treasury securities
Agency securities
Certificates of deposit and time deposits
Commercial paper
Corporate debt securities
Municipal securities
International government securities
Total investments
Amortized
Cost
Unrealized
Gains
Unrealized
Losses
Fair Value
(U.S. $ in thousands)
$ 102,740 $
183 $
(1) $ 102,922
47,511
42,614
37,881
250,388
1,900
3,998
37
—
—
519
2
—
—
(130)
—
(53)
—
(1)
47,548
42,484
37,881
250,854
1,902
3,997
$ 487,032 $
741 $
(185) $ 487,588
As of June 30, 2016, the Group’s unrealized losses on its certificates of deposit and time deposits included
an unrealized loss due to changes in foreign currency exchange rates totaling approximately $0.1 million.
The table below summarizes the Group’s investments by remaining contractual maturity based on the
effective maturity date:
Recorded as follows:
Due in one year or less
Due after one year
Total investments
Derivative financial instruments
As of June 30,
2017
2016
(U.S. $ in thousands)
$
$
223,562 $
86,131
309,693 $
364,575
123,013
487,588
The fair value of the derivative instruments were as follows:
Derivative assets
Derivatives designated as hedging instruments:
Foreign exchange forward contracts
Foreign exchange forward contracts
Derivatives not designated as hedging instruments:
Foreign exchange forward contracts
Total derivative assets
Statement of Financial Position Location
Fair Value
As of June 30, 2017
(U.S. $ in thousands)
Prepaid expenses and other current
assets
Other non-current assets
Prepaid expenses and other current
assets
$
$
2,915
249
88
3,252
The Group had no derivative assets or liabilities as of June 30, 2016.
F-25
The following table sets forth the notional amounts of our derivative instruments at June 30, 2017 (in
thousands):
Notional Amounts of Derivative Instruments
Notional Amount by Term to Maturity
Classification by Notional Amount
Australian dollar forward contracts A$134,980
Under 12
months
Over 12
months
Total
A$11,720 A$146,700 A$134,200
Cash Flow
Hedge
Non Hedge
A$12,500 A$146,700
Total
The effects of derivatives designated as hedging instruments on our consolidated financial statements were
as follows (amounts presented are prior to any income tax effects):
Gross unrealized gain recognized in other comprehensive income
Net gain reclassified from cash flow hedge reserve into profit or loss - effective portion
Loss recognized into profit or loss - ineffective portion
6. Other Non-operating Income (Expense), Net
Other non-operating income (expense), net consisted of the following:
Foreign Exchange
Forward Contracts
Fiscal Year Ended June 30,
2017
2016
(U.S. $ in thousands)
$
$
$
4,517 $
1,356 $
(3) $
—
—
—
Foreign currency exchange gain (loss), net
Contributions to Atlassian Foundation
Other income
Fiscal Year Ended
June 30,
2017
2016
2015
(U.S. $ in thousands)
376 $
(93) $
$
(1,620)
(1,463)
371
15
(1,328)
(1,297)
10
$
(1,342) $
(1,072) $
(2,615)
F-26
7. Expenses
Loss before income tax benefit included the following expenses:
Depreciation:
Equipment
Computer hardware and software
Furniture and fittings
Leasehold improvements
Total depreciation
Amortization:
Patents and trademarks
Customer relationships
Acquired developed technology
Total amortization
Total depreciation and amortization
Employee benefits expense:
Salaries and wages
Variable compensation
Payroll taxes
Share-based payment expense
Defined contribution plan expense
Contractor expense
Other
Fiscal Year Ended June 30,
2017
2016
2015
(U.S. $ in thousands)
$
1,022 $
762 $
23,729
1,016
5,923
31,690
2,907
12,361
14,588
29,856
9,537
720
3,416
14,435
31
55
7,405
7,491
518
5,428
308
2,800
9,054
31
9
6,417
6,457
$
61,546 $
21,926 $
15,511
$
201,953 $
149,506 $
102,220
19,260
20,792
137,448
13,041
16,333
34,605
14,260
14,250
75,480
10,105
18,352
31,946
13,435
7,977
41,534
6,964
21,884
19,443
Total employee benefits expense
$
443,432 $
313,899 $
213,457
8. Income Tax
The major components of income tax benefit for the fiscal years ended June 30, 2017, 2016 and 2015 are as
follows:
Current income tax:
Current income tax charge
Fiscal Year Ended June 30,
2017
2016
2015
(U.S. $ in thousands)
$ (11,518) $
(6,475) $ (10,589)
Adjustments in respect of current income tax of previous years
(25)
989
236
Deferred tax:
Benefit relating to origination and reversal of temporary differences
Adjustments in respect of temporary differences of previous years
Income tax benefit
28,061
630
17,041
(2,275)
17,334
543
$
17,148 $
9,280 $
7,524
F-27
A reconciliation between income tax benefit and the product of accounting income multiplied by the United
Kingdom's domestic tax rate for the fiscal years ended June 30, 2017, 2016 and 2015, is as follows:
Loss before tax benefit
Fiscal Year Ended June 30,
2017
2016
2015
$ (59,652) $
(U.S. $ in thousands)
(4,907) $
(749)
At the United Kingdom's statutory income tax rate of 19.75%, 20.00%, and
20.75% in fiscal 2017, 2016 and 2015, respectively
$
11,781 $
983 $
156
Tax effect of amounts that are not taxable (deductible) in calculating
taxable income:
Research and development incentive
Share-based payment
Foreign tax credits not utilized
Amortization of intangible assets that do not give rise to deferred taxes
Non-deductible retention on acquisition
Non-deductible finance costs
Non-assessable non-operating items
Foreign tax rate adjustment
Adjustment to deferred tax balance
Other items, net
Adjustments in respect to current income tax of previous years
18,826
(9,916)
—
(673)
(150)
—
—
(1,990)
(192)
(513)
17,173
(25)
20,461
(6,317)
(4,011)
(907)
(405)
—
7,995
(7,341)
(1,536)
(631)
8,291
989
11,342
(3,697)
(4,332)
(943)
(123)
(454)
9,831
(3,919)
112
(685)
7,288
236
Income tax benefit
$
17,148 $
9,280 $
7,524
F-28
Depreciation for tax purposes
Provisions, accruals and prepayments
Deferred revenue
Unrealized foreign currency exchange gains
Carried forward tax losses (gains)
Carried forward tax credits—credited to profit and loss
Acquired intangible assets
Tax benefit from share plans—income
Tax benefit from share plans—equity
Other, net
Deferred tax benefit
Deferred tax assets, net
Reflected in the consolidated statements of financial position
as follows:
Deferred tax assets
Deferred tax liabilities
Deferred tax assets, net
Items for which no deferred tax asset has recognized:
Unused tax losses
Capital loss
Research and development credits
Unrealized loss on investments
Reconciliation of deferred tax assets, net
Balance as of July 1,
Deferred tax charge for the year
Credited to equity
Adjustment in respect of income tax payable
Impact from business combinations
Balance as of June 30,
Consolidated Statements of
Financial Position
Consolidated Statements of
Operations
As of June 30,
Fiscal Year Ended June 30,
2017
2016
2017
2016
(U.S. $ in thousands)
(U.S. $ in thousands)
$
1,122 $
(3,383) $
4,331 $
(1,822)
7,560
15,275
(184)
35,071
46,412
(34,060)
30,597
42,846
(350)
5,102
4,973
(184)
1,140
33,867
5,247
17,818
55,549
643
1,795
11,621
—
29,729
9,709
9,091
10,695
(890)
4,973
(139)
(141)
16,945
1,610
6,896
(48,012)
(11,513)
(267)
(1,153)
$
28,692 $
14,766
$ 144,289 $ 120,772
$ 188,239 $ 127,411
(43,950)
(6,639)
$ 144,289 $ 120,772
$
2,022 $
1,006
1,391
3,587
51
388
2,556
—
$
7,051 $
3,950
2017
2016
(U.S. $ in thousands)
$ 120,773 $
76,600
28,692
34,517
(7,282)
(32,411)
14,774
29,584
(186)
—
$ 144,289 $ 120,772
The $34.5 million and $29.6 million credited to equity in fiscal 2017 and 2016, respectively, primarily
represents the deferred tax benefit of share-based payments in excess of the cumulative expense recognized to
date of the share-based award. The total deferred tax benefit is determined using the intrinsic value of the share-
based award as of each reporting date.
The $7.3 million adjustment in respect of income taxes payable in fiscal 2017 represents the utilization of net
operating loss deferred tax assets against taxable income of prior years, resulting in a refund due to the Group of
prior year taxes paid.
F-29
The impact from business combinations of $32.4 million in fiscal 2017 represents the net deferred tax assets
and liabilities recognized and charged to goodwill as a result of the acquisitions of Dogwood Labs, Inc.
(“StatusPage”) and Trello, Inc. (“Trello”). The Group acquired net operating loss carryforward deferred tax assets of
approximately $0.5 million and $13.6 million from StatusPage and Trello, respectively. The Group also recognized
deferred tax liabilities of approximately $3.1 million and $45.3 million related to acquired intangibles from
StatusPage and Trello, respectively, the amortization of which will not be deductible from future taxable profits.
Amounts recognized directly in equity:
Current tax—(debited) credited directly to equity
Net deferred tax—credited directly to equity
2017
2016
(U.S. $ in thousands)
$
$
401
34,517
34,918
$
$
(1,975)
29,584
27,609
The Group has tax losses for carry forward available for offsetting against future federal taxable profits in the
United States of $101.1 million, which will begin to expire in the fiscal year ending June 30, 2032, of which $1.9
million has not been recognized as a deferred tax asset in the statement of financial position because the Group
expects them to expire unutilized. The Group has tax losses for carry forward available for offsetting against future
state taxable profits in the United States of $31.5 million, which will begin to expire in the fiscal year ending June 30,
2023, $20.2 million of which has not been recognized as a deferred tax asset in the statement of financial position
because the Group does not expect to generate sufficient taxable income in the respective states to utilize the
carryforward. Additionally, the Group has tax losses for carry forward in other jurisdictions available for offsetting
against future taxable profits of $1.6 million, which can be carried forward indefinitely, but for which a deferred tax
asset has not been recognized because future taxable profits are not expected in the relevant jurisdictions.
The Group has carryforward research and development credits (“R&D credits”) of $36.4 million in Australia
which can be carried forward indefinitely, and $4.6 million in the United States. Of these credits, the Group has not
recognized a deferred tax asset on its statement of financial position for the $4.6 million of R&D credits in the United
States. The Group also has carryforward R&D credits for federal and state purposes in the United States of
$9.1 million and $1.2 million, which will begin to expire in the fiscal years ending June 30, 2031 and June 30, 2036,
respectively. The Group also has carryforward Enterprise Zone credits of $0.9 million for which it has not
recognized a deferred tax asset on its statement of financial position as they are expected to expire unutilized.
The Group has not recognized a deferred tax assets of $1.4 million for a capital loss carryforward, which can
be carried forward indefinitely, because taxable profits of sufficient character are not expected to be generated in
future periods.
9. Trade Receivables
The Group’s trade receivables consisted of the following:
Trade receivables
Provision for impairment of receivables
As of June 30,
2017
2016
(U.S. $ in thousands)
26,923 $
15,233
(116)
—
26,807 $
15,233
$
$
As of June 30, 2017, one customer individually accounted for more than 10% of the total trade receivables
balance. This customer, a channel partner, represented 11% of total trade receivables as of June 30, 2017. As of
June 30, 2016, two customers individually accounted for more than 10% of the total trade receivables balance.
These customers, both of which are solution partners, represented 11% and 10% of total trade receivables as of
June 30, 2016.
F-30
Impaired trade receivables
As of June 30, 2017 and 2016, the Group had a provision for impaired receivables of $116,000 and $0,
respectively.
The movements in the provision for impairment of receivables were as follows:
As of July 1, 2015
Charge for the period
Unused amount reversed
As of June 30, 2016
Charge for the period
As of June 30, 2017
Past due but not impaired
(U.S. $ in
thousands)
$
$
$
107
—
(107)
—
116
116
As of June 30, 2017 and 2016, trade receivables that were past due but not impaired totaled $5.9 million and
$3.5 million, respectively. These relate to a number of partners and customers for whom there is no recent history of
default. The aging analysis of these trade receivables is as follows:
Up to three months
Greater than three months
Fair value and credit risk
As of June 30,
2017
2016
(U.S. $ in thousands)
$
$
5,658 $
3,383
276
103
5,934 $
3,486
Due to the short-term nature of these receivables, their carrying amount is assumed to approximate their fair
value.
The maximum exposure to credit risk at the end of the reporting period is the carrying amount of each class
of receivables mentioned above. The fair value of securities held for certain trade receivables is insignificant, as is
the fair value of any collateral sold or repledged. Refer to Note 5, “Financial risk management,” for more information
on the risk management policy of the Group and the credit quality of the entity's trade receivables.
F-31
10. Property and Equipment
Property and equipment, net consisted of the following:
As of June 30, 2016
Opening cost balance
Additions
Disposals
Effect of change in exchange rates
Closing cost balance
Opening accumulated depreciation
Depreciation expense
Effect of change in exchange rates
Disposals
Closing accumulated depreciation
Net book amount
As of June 30, 2017
Opening cost balance
Additions
Write-down
Disposals
Effect of change in exchange rates
Closing cost balance
Opening accumulated depreciation
Depreciation expense
Effect of change in exchange rates
Disposals
Closing accumulated depreciation
Net book amount
Equipment
Computer
Hardware
and Software
Furniture
and Fittings
Leasehold
Improvements
Total
(U.S. $ in thousands)
$
2,482
$
36,462
$
3,585
$
18,450
$
1,215
(293)
(4)
3,400
(1,222)
(762)
(1)
258
(1,727)
1,673
3,400
1,138
—
(645)
2
3,895
(1,727)
(1,022)
(2)
630
(2,121)
1,774
$
$
$
$
$
21,695
(6,012)
(4)
52,141
(11,688)
(9,537)
—
5,835
(15,390)
36,751
52,141
2,106
—
(794)
(5)
53,448
(15,390)
(23,729)
1
782
$
$
1,895
(59)
(12)
5,409
(778)
(720)
—
54
(1,444)
3,965
5,409
1,693
—
(34)
15
7,083
(1,444)
(1,016)
(6)
17
$
$
6,667
(11)
8
25,114
(5,343)
(3,416)
7
11
(8,741)
16,373
25,114
9,168
—
(471)
29
33,840
(8,741)
(5,923)
6
471
$
$
(38,336)
15,112
$
(2,449)
4,634
$
(14,187)
19,653
$
$
60,979
31,472
(6,375)
(12)
86,064
(19,031)
(14,435)
6
6,158
(27,302)
58,762
86,064
14,105
—
(1,944)
41
98,266
(27,302)
(31,690)
(1)
1,900
(57,093)
41,173
11. Goodwill and Intangible Assets
Goodwill
Goodwill represents the excess of the purchase price in a business combination over the fair value of net
tangible and intangible assets acquired. Goodwill amounts are not amortized, but rather tested for impairment at
least annually during the fourth quarter.
Goodwill consisted of the following:
Balance as of July 1, 2015
Effect of change in exchange rates
Balance as of June 30, 2016
Additions
Effect of change in exchange rates
Balance as of June 30, 2017
F-32
Goodwill
(U.S. $ in
thousands)
$
$
7,152
(14)
7,138
304,712
50
311,900
Impairment test for goodwill
The Group operates as a single CGU and all goodwill is allocated to this unit. The recoverable
amount of goodwill was assessed by comparing the market capitalization of the Group to its book value, among
other qualitative factors, when reviewing for indicators of impairment.
The cash flow projections were approved by management and cover a three-year period.
The key assumptions used in the calculation include:
•
•
•
Discount rate of 17%;
Budgeted margins based on past performance and future expectations; and
Terminal growth rate consistent with the long-term growth rate from the Consumer Price Index.
There was no impairment of goodwill during the fiscal years ended June 30, 2017, 2016, and 2015.
Intangible assets
Intangible assets consisted of the following:
Patents,
Trademarks
and Other
Rights
Acquired
Developed
Technology
Employee
Contracts
Customer
Relationships
In-Process
R&D
Total
(U.S. $ in thousands)
$
220
$
72,736
$
3,631
$
484
$
3,220
$
80,291
—
—
220
(104)
(31)
—
(135)
3,220
(30)
—
—
75,926
3,631
(55,074)
(7,405)
(1)
(3,631)
—
—
(62,480)
(3,631)
—
—
484
(383)
(55)
—
(438)
(3,220)
—
—
—
—
—
—
—
(30)
80,261
(59,192)
(7,491)
(1)
(66,684)
85
$
13,446
$
— $
46
$
— $
13,577
220
$
75,926
$
3,631
$
484
$
— $
80,261
$
$
As of June 30, 2016
Opening cost balance
Transfers
Effect of change in exchange rates
Closing cost balance
Opening accumulated amortization
Amortization charge
Effect of change in exchange rates
Closing accumulated amortization
Net book amount
As of June 30, 2017
Opening cost balance
Additions
Effect of change in exchange rates
21,525
—
57,300
103
—
—
Closing cost balance
21,745
133,329
3,631
Opening accumulated amortization
Amortization charge
Effect of change in exchange rates
(135)
(2,907)
—
(62,480)
(14,588)
(60)
(3,631)
—
—
58,200
—
58,684
(438)
(12,361)
—
—
—
—
—
—
—
—
137,025
103
217,389
(66,684)
(29,856)
(60)
(96,600)
Closing accumulated amortization
(3,042)
(77,128)
(3,631)
(12,799)
Net book amount
$
18,703
$
56,201
$
— $
45,885
$
— $
120,789
As of June 30, 2017, no development costs have qualified for capitalization, and all development costs have
been expensed as incurred. As of June 30, 2017, the remaining amortization period for acquired developed
technology ranged from approximately 1 to 5 years.
F-33
12. Business combinations
Trello
On February 3, 2017, the Group acquired all of the outstanding stock of Trello, a leading provider of project
management and organization software, for consideration consisting of cash and the fair value of equity awards
assumed. The Group acquired Trello to expand Atlassian’s teamwork platform by adding a complementary
collaboration service to Atlassian’s existing project management, content creation and communication products. The
Group has included the financial results of Trello in its consolidated financial statements from the date of acquisition,
which have not been material to date.
Total purchase price consideration for Trello was approximately $384.0 million, which consisted of
approximately $363.8 million in cash and $20.2 million for the fair value of exchanged unvested equity awards held
by Trello employees for unvested equity awards of the Company. The fair value of replacement share options
issued by the Company was determined using the Black-Scholes option pricing model.
The following table summarizes the estimated fair values of assets acquired and liabilities assumed as of the
date of acquisition:
Cash and cash equivalents
Trade receivables
Prepaid expenses and other current assets
Deferred tax assets
Intangible assets
Goodwill
Trade and other payables
Deferred revenue
Deferred tax liabilities
Net assets acquired
Fair Value
(U.S. $ in thousands)
1,019
$
1,035
765
17,074
127,400
289,171
(3,532)
(2,165)
(46,760)
384,007
$
The excess of purchase consideration over the fair value of net tangible and identifiable intangible assets
acquired was recorded as goodwill. The goodwill balance is primarily attributed to the assembled workforce and
expanded market opportunities when integrating Trello’s technology with the Group’s other offerings. The goodwill
balance is not deductible for income tax purposes. The fair values assigned to tangible assets acquired, liabilities
assumed and identifiable intangible assets were based on management’s estimates and assumptions. The deferred
tax liability established was primarily a result of the difference in the book basis and tax basis related to the
identifiable intangible assets. The Group’s purchase price allocation is preliminary and subject to revision as
additional information about fair value of assets and liabilities becomes available. If additional information is
obtained up to one year from the acquisition date regarding facts and circumstances that existed as of the
acquisition date, the estimated fair values of assets acquired and liabilities assumed will be updated accordingly.
The following table sets forth the components of identifiable intangible assets acquired and their estimated
useful lives as of the date of acquisition.
Developed technology
Customer relationships
Trade names
Total intangible assets subject to amortization
F-34
Fair Value
Useful Life
(U.S. $ in
thousands)
$
50,600
56,900
19,900
$
127,400
(years)
3
2
3
The amount recorded for developed technology represents the estimated fair value of Trello’s project
management and organization technology. The amount recorded for customer relationships represents the fair
values of the underlying relationship with Trello customers.
Other fiscal 2017 business combinations
On July 12, 2016, the Group acquired StatusPage for $18.3 million in cash, net of cash acquired, and $3.3
million of deferred consideration. The Group has included the financial results of StatusPage in its consolidated
financial statements from the date of acquisition, which have not been material to date. In allocating the purchase
consideration based on estimated fair values, the Group recorded $8.7 million of acquired intangible assets with
useful lives of two to five years and $15.5 million of goodwill. The goodwill balance is not deductible for income tax
purposes.
Fiscal 2016
The Group did not have any business combinations during the fiscal year ended June 30, 2016.
13. Other Balance Sheet Accounts
Cash and cash equivalents
Cash and cash equivalents consisted of the following:
Cash and bank deposits
Agency securities
Commercial paper
Money market funds
Total cash and cash equivalents
Prepaid expenses and other current assets
Prepaid expenses and other current assets consisted of the following:
Prepaid expenses
Accrued interest income on short-term investments
Other receivables
Other current assets
Total prepaid expenses and other current assets
As of June 30,
2017
2016
(U.S. $ in thousands)
163,107 $
119,953
—
2,749
78,564
244,420 $
8,998
5,998
124,760
259,709
As of June 30,
2017
2016
(U.S. $ in thousands)
12,984 $
4,209
1,736
4,388
8,625
1,968
2,555
1,030
23,317 $
14,178
$
$
$
$
Other receivables generally arise from transactions outside the normal operating activities of the Group.
Interest may be charged at commercial rates where the terms of repayment exceed six months. Collateral is not
normally required.
F-35
Other non-current assets
Other non-current assets consisted of the following:
Security deposits
Other non-current assets
As of June 30,
2017
2016
(U.S. $ in thousands)
$
$
4,803 $
4,466
9,269 $
4,783
764
5,547
As of June 30, 2017 and 2016, the Group had certificates of deposit and time deposits totaling $4.2 million
which were classified as long-term and were included in security deposits. Included in the Group’s other non-current
assets balance as of June 30, 2017 was $3.3 million of restricted cash used for commitments of standby letters of
credit related to facility leases and were not available for the Group’s use in its operations.
Trade and other payables
Trade and other payables consisted of the following:
Trade payables
Accrued expenses
Accrued compensation and employee benefits
Retention bonus
Sales and indirect taxes
Operating lease payable
Deferred acquisition-related consideration
Other payables
Current provisions
Current provisions consisted of the following:
As of June 30,
2017
2016
(U.S. $ in thousands)
12,464 $
$
24,761
16,687
1,906
6,114
688
3,300
7,272
$
73,192 $
9,561
21,358
12,699
2,129
5,010
766
935
5,428
57,886
As of June 30,
2017
2016
(U.S. $ in thousands)
Employee benefits
$
6,162 $
4,716
Current provisions for employee benefits include accrued annual leave and long service leave. Long service
leave covers all unconditional entitlements where employees have completed the required period of service and
those where employees are entitled to pro rata payments.
F-36
Non-current provisions
Non-current provisions consisted of the following:
Employee benefits
Dilapidation provision
As of June 30,
2017
2016
(U.S. $ in thousands)
$
$
1,415 $
1,918
3,333 $
929
1,241
2,170
The non-current provision for employee benefits includes long service leave as described above.
The dilapidation provision relates to certain lease arrangements for office space entered into by the Group.
These lease arrangements require the Group to restore each premises to its original condition upon lease
termination. Accordingly, the Group records a provision for the present value of the estimated future costs to retire
long-lived assets at the expiration of these leases.
Other non-current liabilities
Other non-current liabilities consisted of the following:
Retention bonuses
Deferred rent
Other non-current liabilities
14. Shareholders’ Equity
Share capital
Details
Class A ordinary shares
Class B ordinary shares
As of June 30,
2017
2016
(U.S. $ in thousands)
— $
4,660
309
4,969 $
881
4,889
775
6,545
$
$
As of June 30,
As of June 30,
2017
2016
2017
2016
(number of shares)
(U.S. $ in thousands)
91,979,704
135,283,942
227,263,646
75,505,973 $
9,198 $
140,696,234
216,202,207 $
13,528
22,726 $
7,550
14,070
21,620
F-37
Movements in Class A ordinary share capital
Details
Balance as of July 1, 2015
Issuance at IPO
Conversion of Series A preference shares upon IPO
Conversion of restricted shares upon IPO
Conversion of Class B ordinary shares
Exercise of share options
Issuance for settlement of RSUs
Vesting of share options that were early exercised
Balance as of June 30, 2016
Conversion of Class B ordinary shares
Exercise of share options
Issuance for settlement of RSUs
Vesting of share options that were early exercised
Balance as of June 30, 2017
Movements in Class B ordinary share capital
Details
Balance as of July 1, 2015
Conversion of Series B preference shares upon IPO
Exercise of share options
Conversion to Class A ordinary shares
Balance as of June 30, 2016
Exercise of share options
Conversion to Class A ordinary shares
Balance as of June 30, 2017
Movements in Series A preference share capital
Details
Balance as of July 1, 2015
Conversion to Class A ordinary shares
Balance as of June 30, 2016
Balance as of June 30, 2017
F-38
Number of
Shares
Amount
(U.S. $ in
thousands)
3,251,160 $
22,000,000
12,387,798
16,942,870
15,224,430
2,652,588
2,911,229
135,898
325
2,200
1,239
1,694
1,522
265
291
14
75,505,973
7,550
6,326,879
5,487,334
4,510,995
148,523
633
549
451
15
91,979,704 $
9,198
Number of
Shares
Amount
(U.S. $ in
thousands)
140,756,842 $
15,046,180
117,642
(15,224,430)
140,696,234
914,587
(6,326,879)
14,076
1,504
12
(1,522)
14,070
91
(633)
135,283,942 $
13,528
Number of
Shares
Amount
(U.S. $ in
thousands)
12,387,798 $
(12,387,798)
1,239
(1,239)
—
— $
—
—
Movements in Series B preference share capital
Details
Balance as of July 1, 2015
Conversion to Class B ordinary shares
Balance as of June 30, 2016
Balance as of June 30, 2017
Movements in restricted share capital
Details
Balance as of July 1, 2015
Exercise of share options, net of early exercise activity
Vesting of share options that were early exercised
Conversion to Class A ordinary shares
Balance as of June 30, 2016
Balance as of June 30, 2017
Ordinary shares
Nominal value
Ordinary shares have a nominal value of $0.10.
Conversion
Number of
Shares
Amount
(U.S. $ in
thousands)
15,046,180 $
(15,046,180)
1,504
(1,504)
—
— $
—
—
Number of
Shares
Amount
(U.S. $ in
thousands)
13,163,778 $
1,317
3,565,382
213,710
356
21
(16,942,870)
(1,694)
—
— $
—
—
If the aggregate number of Class B ordinary shares comprises less than 10% of the total shares of the
Company then in issue, each Class B ordinary share will automatically convert into one Class A ordinary share.
Upon consent of at least 66.66% of the Class B ordinary shares, each Class B ordinary share will convert
into one Class A ordinary share. A Class B ordinary shareholder may elect at any time to convert any of its Class B
ordinary shares into Class A ordinary shares on a one-for-one basis. Upon a transfer of Class B ordinary shares to a
person or entity that is not a permitted Class B ordinary share transferee as defined in the Company’s articles of
association, each Class B ordinary share transferred converts into one Class A ordinary share.
Dividend rights
Any dividend declared by the Company shall be paid on the Class A ordinary shares and the Class B
ordinary shares pari passu as if they were all shares of the same class.
Voting rights
Each Class A ordinary share is entitled to one vote. Each Class B ordinary share is entitled to 10 votes.
Preference shares
Upon the closing of our IPO, all then-outstanding Series A preference shares automatically converted into an
aggregate of 12.4 million Class A ordinary shares and all then-outstanding Series B preference shares automatically
converted into an aggregate of 15.0 million Class B ordinary shares.
F-39
Restricted shares
Upon the closing of our IPO, all then-outstanding restricted shares automatically converted into an aggregate
of 17.2 million Class A ordinary shares.
15. Reserves
Reserves comprise the following:
Reserves
Share premium
Other capital reserves
Cash flow hedge reserve
Foreign currency translation reserve
Investments at fair value through other comprehensive income reserve
As of June 30,
2017
2016
2015
(U.S. $ in thousands)
$
$
450,959 $
437,346
2,215
4,289
(258)
894,551 $
441,734 $
244,335
—
4,149
550
690,768 $
5,744
146,794
—
4,153
—
156,691
Share premium
Balance as of July 1, 2014
Share options exercise
Early exercise vesting
Balance as of June 30, 2015
Share issuance at IPO
Share options exercise
Early exercise vesting
Balance as of June 30, 2016
Share options exercise
Early exercise vesting
Balance as of June 30, 2017
$
Amount
(U.S. $ in
thousands)
2,677
2,128
939
5,744
429,273
6,099
618
441,734
8,858
367
$
450,959
F-40
Amount
(U.S. $ in
thousands)
92,300
41,534
12,960
146,794
(291)
(5,395)
75,480
27,747
244,335
(451)
20,193
137,458
35,811
437,346
Amount
(U.S. $ in
thousands)
—
—
—
2,215
2,215
Amount
(U.S. $ in
thousands)
4,035
118
4,153
(4)
4,149
140
4,289
$
$
$
$
$
$
Other capital reserves
Balance as of July 1, 2014
Share-based payments
Tax benefit from share plans
Balance as of June 30, 2015
Share issuance for settlement of RSUs
Shares withheld related to net share settlement of RSUs
Share-based payments
Tax benefit from share plans
Balance as of June 30, 2016
Share issuance for settlement of RSUs
Replacement equity awards related to business combination
Share-based payments
Tax benefit from share plans
Balance as of June 30, 2017
Cash flow hedge reserve
Balance as of July 1, 2014
Balance as of June 30, 2015
Balance as of June 30, 2016
Net gain on derivative instruments
Balance as of June 30, 2017
Foreign currency translation reserve
Balance as of July 1, 2014
Translation adjustment
Balance as of June 30, 2015
Translation adjustment
Balance as of June 30, 2016
Translation adjustment
Balance as of June 30, 2017
F-41
Investments at fair value through other comprehensive income reserve
Balance as of July 1, 2014
Balance as of June 30, 2015
Net change in unrealized gain (loss) on investments classified at fair value through other
comprehensive income, net of tax
Balance as of June 30, 2016
Net change in unrealized gain (loss) on investments classified at fair value through other
comprehensive income, net of tax
Balance as of June 30, 2017
Share premium
Amount
(U.S. $ in
thousands)
$
$
—
—
550
550
(808)
(258)
Share premium consists of additional consideration for shares above the nominal value of shares in issue.
Other capital reserves
Capital redemption and merger reserves
The Company has capital redemption and merger reserves of $35.0 million at June 30, 2017, 2016 and
2015. They are comprised of a $98.0 thousand capital redemption reserve that is a non-distributable reserve arising
on the redemption of redeemable shares and a $34.9 million merger reserve representing the difference between
the nominal value of the shares issued by the Company in a prior reorganization and the share capital and share
premium account prior to reorganization.
Share-based payments reserve
Share-based payments represent the current period’s expense related to the fair value of share options
issued to employees. Tax benefits from share plans represent the deferred tax benefit of share-based payments in
excess of the expense already recognized over the life of the share-based award. The total deferred tax benefit is
determined using the intrinsic value of the share-based award as at the reporting date. Issuance of ordinary shares
for settlement of RSUs represents the release of ordinary shares to our employees as RSUs vest. Shares withheld
related to net share settlement of RSUs represents the portion of employees' RSUs that were withheld to meet their
withholding tax obligations upon the IPO vesting event. This settlement option was only offered upon our IPO, and
following the IPO, employees’ RSUs are sold in order to cover their tax obligations.
Cash flow hedge reserve
The change in fair value for the Group’s derivatives designated as hedging instruments are recognized in
other comprehensive income and accumulated in a separate reserve within equity. The effect of the cash flow
hedges determined to be effective is reclassified to the consolidated statements of operations in the same period as
the hedged transactions. Gains or losses related to ineffective portion of cash flow hedges, if any, are recognized
immediately to the consolidated statements of operations.
Foreign currency translation reserve
Exchange differences arising on translation of foreign subsidiaries are recognized in other comprehensive
income and accumulated in a separate reserve within equity. The cumulative amount is reclassified to the
consolidated statements of operations when the net investment is disposed.
Investments at fair value through other comprehensive income reserve
The change in fair value for the Group’s financial instruments classified at fair value through other
comprehensive income are recognized in other comprehensive income and accumulated in a separate reserve
F-42
within equity. The cumulative amount is reclassified to the consolidated statements of operations upon the sale of
the investment or at maturity date.
16. Earnings Per Share
Basic earnings per share is computed by dividing the net income attributable to ordinary shareholders by the
weighted-average number of ordinary shares outstanding during the period. Diluted earnings per share is computed
by giving effect to all potential weighted-average dilutive shares. The dilutive effect of outstanding awards is
reflected in diluted earnings per share by application of the treasury stock method.
Upon the closing of our IPO, all then-outstanding Series A preference shares automatically converted into
12.4 million Class A ordinary shares, all then-outstanding restricted shares automatically converted into 17.2 million
Class A ordinary shares and all then-outstanding Series B preference shares automatically converted into an
aggregate of 15.0 million Class B ordinary shares.
Prior to the IPO in fiscal year 2016, basic and diluted net income per share attributable to ordinary
shareholders was presented in conformity with the two-class method required for participating shares. The Group
considered its then outstanding Series A preference shares and Series B preference shares to be participating
securities. The rights of the holders of Class A ordinary shares and Class B ordinary shares are identical, except
with respect to voting, conversion and transfer rights. Under the two-class method, net income attributable to
ordinary shareholders is determined by allocating undistributed earnings, calculated as net income less current
period dividends paid to preference shares, between ordinary shares and preference shares based on their
respective dividend allocations.
A reconciliation of the calculation of basic and diluted earnings (loss) per share is as follows:
Numerator:
Net income (loss)
Less: Allocation of earnings to preference shares—basic
Net income (loss) attributable to ordinary shareholders—basic
Add: Reallocation of earnings to ordinary shares
Fiscal Year Ended June 30,
2017
2016
2015
(U.S. $ in thousands, except per share data)
$
(42,504) $
4,373 $
—
(42,504)
—
(274)
4,099
14
6,775
(1,084)
5,691
9
Net income (loss) attributable to ordinary shareholders—diluted
$
(42,504) $
4,113 $
5,700
Denominator:
Weighted-average ordinary shares outstanding—basic
Effect of potentially dilutive shares:
Share options and RSUs
Weighted-average ordinary shares outstanding—diluted
Net income (loss) per share attributable to ordinary
shareholders:
Basic net income (loss) per share
Diluted net income (loss) per share
222,224
182,773
144,008
—
222,224
10,708
193,481
1,492
145,500
$
$
(0.19) $
(0.19) $
0.02 $
0.02 $
0.04
0.04
For fiscal year ended June 30, 2017, 13.8 million potentially anti-dilutive shares were excluded from the
computation of net loss per share.
F-43
17. Commitments
Operating lease commitments
The Group leases various offices in locations such as Amsterdam, the Netherlands; the San Francisco Bay
Area, California, and Austin, Texas, United States; Sydney, Australia; Manila, the Philippines; and Yokohama, Japan
under non-cancellable operating leases expiring within one to five years. The leases have varying terms, escalation
clauses and renewal rights. On renewal, the terms of the leases are renegotiated. The Group incurred rent expense
on its operating leases of $12.2 million, $8.3 million and $6.2 million during the fiscal years ended June 30, 2017,
2016 and 2015, respectively.
Additionally, the Group has contractual commitments for services with third-parties related to its data centers.
These commitments are non-cancellable and expire within one to four years.
Commitments for minimum lease payments in relation to non-cancellable operating leases and purchase
obligations in relation to our colocation data centers as of June 30, 2017 were as follows:
Fiscal Period:
Year ending 2018
Years ending 2019 - 2022
Total minimum lease payments
18. Related Party Transactions
Key management personnel compensation
Operating
Leases
Other
Contractual
Commitments
Total
(U.S. $ in thousands)
$
$
14,309 $
6,956 $
41,560
1,154
55,869 $
8,110 $
21,265
42,714
63,979
All directors and executive management have authority and responsibility for planning, directing and
controlling the activities of the Group, and are considered to be key management personnel.
Compensation for the Company's key management personnel is as follows:
Executive management
Short-term compensation and benefits
Post-employment benefits
Share-based payments
Board of directors
Cash remuneration
Share-based payments
Fiscal Year Ended June 30,
2017
2016
2015
(U.S. $ in thousands)
$ 2,860 $ 3,365 $ 2,135
100
96
26,030
15,985
88
3,940
$ 28,990 $ 19,446 $ 6,163
$
388 $
241 $
1,825
1,482
$ 2,213 $ 1,723 $
—
170
170
F-44
19. Geographic Information
The Group’s revenues by geographic region based on end-users who purchased our products or services
are as follows:
Americas
EMEA
Asia Pacific
Fiscal Year Ended June 30,
2017
2016
2015
(U.S. $ in thousands)
232,793 $
312,514 $
$
242,496
64,926
178,087
46,178
159,380
127,704
32,437
$
619,936 $
457,058 $
319,521
Revenues from the United States totaled approximately $276 million, $206 million and $141 million for the
fiscal years ended June 30, 2017, 2016, and 2015, respectively. Revenues from our country of domicile, the United
Kingdom, totaled approximately $46 million, $34 million and $27 million for the fiscal years ended June 30, 2017,
2016, and 2015, respectively.
Non-current operating assets
United States
Australia
Fiscal Year Ended June 30,
2017
2016
(U.S. $ in thousands)
$
$
449,504 $
20,988
470,492 $
48,345
22,893
71,238
Non-current operating assets for this purpose consist of property and equipment, goodwill, intangible assets
and other non-current assets.
20. Share-based Payments
The Group maintains four share-based employee compensation plans: the 2015 Share Incentive Plan (“2015
Plan”); the 2014 Restricted Share Unit Plan (“2014 Plan”); the Atlassian Corporation Plc 2013 U.S. Share Option
Plan (“2013 U.S. Option Plan”); and the Atlassian UK Employee Share Option Plan (together with the 2013 U.S.
Option Plan, the “Option Plans”). In October 2015, the Board of Directors approved the 2015 Plan, and in
November 2015, our shareholders adopted the 2015 Plan, effective on our IPO, which serves as the successor to
the 2014 Plan and the Option Plans and provides for the issuance of incentive and nonstatutory share options,
share appreciation rights, restricted share awards, RSUs, unrestricted share awards, cash-based awards,
performance share awards, performance-based awards to covered employees, and dividend equivalent rights to
qualified employees, directors and consultants. Under the 2015 Plan, a total of 20.7 million Class A ordinary shares
were initially reserved for the issuance of awards, subject to automatic annual increases.
RSU grants generally vest 25% on the one year anniversary and 1/12th vest over the remaining three years,
on a quarterly basis thereafter.
Prior to our IPO, RSUs issued under the 2014 Plan required the satisfaction of a time-based service
condition as well as a liquidity condition, defined as a sale or listing of the Company. The liquidity condition was
satisfied upon our IPO. Following our IPO, participants of the 2015 Plan and 2014 Plan must only continue to
provide services to a Group entity over the time-based service period to be entitled to the Class A ordinary shares
underlying the RSUs. Although no future awards will be granted under the 2014 Plan, it will continue to govern
outstanding awards granted thereunder.
The Option Plans allowed for the issuance of options to purchase restricted shares. Effective upon our IPO,
all restricted shares automatically converted to Class A ordinary shares and under the Option Plans, the shares
underlying the options converted to Class A ordinary shares. Although no future awards will be granted under the
Option Plans, they will continue to govern outstanding awards granted thereunder.
F-45
Under the Option Plans, share options have a contractual life of seven to ten years and typically follow a
standard vesting schedule over a 4 year period: 25% vest after one year and 1/48th monthly vesting for the
36 months thereafter. Individuals must continue to provide services to a Group entity in order to vest. Upon
termination, all unvested options are forfeited and vested options must generally be exercised within three months.
RSU and Class A ordinary share option activity was as follows:
Balance as of July 1, 2015
Increase in shares authorized:
2014 Plan
2015 Plan
RSUs granted
RSUs canceled
RSUs settled
Share options exercised
Share options canceled
2014 Plan shares terminated
Option Plans shares terminated
Balance as of June 30, 2016
Increase in shares authorized:
2015 Plan
RSUs granted
RSUs canceled
RSUs settled
Replacement share options granted
Share options exercised
Share options canceled
Equity awards granted in relation to business
combination
Repurchase of early exercised options
Balance as of June 30, 2017
Share options vested and exercisable as of
June 30, 2016
Share options vested and exercisable as of
June 30, 2017
Share Options
Shares
Available
for Grant
Share
Options
Outstanding
Weighted
Average
Exercise
Price
RSUs
Outstanding
3,353,200
16,933,464 $
2.11
9,849,221
7,770,000
20,700,000
(7,262,585)
1,739,357
—
—
1,403,669
(6,862,133)
(3,312,292)
17,529,216
10,817,923
(5,938,291)
1,214,176
—
(980,573)
—
162,403
(1,225,691)
18,750
21,597,913
—
—
—
—
—
(6,217,970)
(1,403,669)
—
—
—
—
—
—
—
1.08
7.07
—
—
—
—
7,262,585
(1,739,357)
(3,168,096)
—
—
—
—
9,311,825
2.04
12,204,353
—
—
—
—
980,573
(5,487,334)
(162,403)
—
—
—
—
—
—
0.72
1.64
2.70
—
—
—
5,938,291
(1,214,176)
(4,510,995)
—
—
—
—
—
4,642,661 $
2.21
12,417,473
—
—
6,912,082 $
3,074,737 $
1.76
2.31
The 2014 Plan and the Option Plans were terminated in connection with our IPO, and accordingly, no shares
are available for issuance under these plans.
The weighted-average remaining contractual life for options outstanding as of June 30, 2017 and June 30,
2016 was 4.7 years and 3.8 years, respectively.
Options exercisable as of June 30, 2017 and June 30, 2016, had a weighted-average remaining contractual
life of approximately 3.5 years and 3.2 years, respectively.
F-46
The following table summarizes information about share options outstanding as of June 30, 2017:
Range of
Exercise Prices
$0.42 - 0.66
$1.14 - 1.59
$1.92 - 2.16
$2.40 - 2.92
$3.18
Options Outstanding
Options Exercisable
Number
Outstanding
947,459 $
405,667
340,783
1,310,942
1,637,810
4,642,661 $
Weighted-
Average
Exercise
Price
0.61
1.36
2.05
2.46
3.18
2.21
Number
Exercisable
354,112 $
260,611
340,783
1,302,133
817,098
3,074,737 $
Weighted-
Average
Exercise
Price
Weighted-
Average
Remaining
Years
0.60
1.47
2.05
2.45
3.18
2.31
3.07
2.72
2.38
2.86
5.41
3.50
The following table summarizes information about share options outstanding as of June 30, 2016:
Range of
Exercise Prices
$0.40 - 0.60
$1.43 - 1.59
$1.92 - 2.16
$2.40 - 2.63
$2.92 - 3.18
Options Outstanding
Options Exercisable
Number
Outstanding
2,189,995 $
573,485
2,006,437
2,007,185
2,534,723
9,311,825 $
Weighted-
Average
Exercise
Price
0.52
1.55
2.06
2.41
3.14
2.04
Number
Exercisable
2,102,670 $
568,380
1,856,267
1,474,924
909,841
6,912,082 $
Weighted-
Average
Exercise
Price
Weighted-
Average
Remaining
Years
0.52
1.55
2.06
2.41
3.11
1.76
1.67
2.80
3.39
3.84
5.45
3.18
Class B ordinary share option activity was as follows:
Balance as of July 1, 2015
Exercised
Balance as of June 30, 2016
Exercised
Balance as of June 30, 2017
Shares
Available
for Grant
Outstanding
Share
Options
— 1,552,500 $
—
(117,642) $
— 1,434,858 $
—
—
(914,587) $
520,271 $
Weighted-
Average
Exercise
Price
0.56
0.24
0.56
0.55
0.63
Class B ordinary share options exercisable as of June 30, 2017 and June 30, 2016 had a weighted-average
remaining contractual life of approximately 0.9 years and 1.9 years, respectively. Class B ordinary share options are
denominated in Australian dollars.
The following table summarizes information about the Class B ordinary share options outstanding as of
June 30, 2017:
Exercise Prices
$0.63
Options Outstanding
Options Exercisable
Number
Outstanding
Weighted-
Average
Exercise
Price
Number
Exercisable
Weighted-
Average
Exercise
Price
Weighted-
Average
Remaining
Years
520,271 $
0.63
520,271 $
0.63
0.92
F-47
The following table summarizes information about the Class B ordinary share options outstanding as of
June 30, 2016:
Exercise Prices
$0.24
$0.61
Options Outstanding
Options Exercisable
Number
Outstanding
184,858 $
1,250,000
1,434,858 $
Weighted-
Average
Exercise
Price
Number
Exercisable
Weighted-
Average
Exercise
Price
Weighted-
Average
Remaining
Years
0.24
0.61
0.56
184,858 $
1,250,000
1,434,858 $
0.24
0.61
0.56
1.36
1.92
1.85
All share-based payments are measured based on the grant date fair value of the awards and recognized in
the consolidated statements of operations over the period during which the employee is required to perform
services in exchange for the award (generally the four-year vesting period of the award).
Prior to the IPO, the Group enlisted the assistance of a third-party valuation firm in order to perform the
valuation of RSUs using assumptions provided by management. As discussed above, prior to the effectiveness of
the IPO, the Group’s RSUs contained a non-time based vesting condition. Pursuant to IFRS 2, Share-based
payment, the fair value of RSUs granted prior to the IPO were reduced to reflect the impact of this non-time based
vesting condition.
The weighted-average grant date fair value of the RSUs issued during the fiscal years ended June 30, 2017
and 2016 was $29.16 per share and $21.61 per share, respectively.
The Company granted 980,573 replacement share options exercisable for Class A ordinary shares with a
weighted-average exercise price of $0.72 per share in connection with the Group’s acquisition of Trello, which were
the only options granted during the fiscal year ended June 30, 2017. There were no share options granted during
the fiscal year ended June 30, 2016. During the fiscal year ended 2015, there were 500,000 share options granted.
The fair value of the share option grants were estimated on the date of grant using the Black-Scholes option pricing
model with the following assumptions and fair value per share:
Fair value of underlying shares
Exercise price
Expected volatility
Expected term (in years)
Risk-free interest rate
Dividend yield
Weighted-average fair value per share option
Fiscal Year Ended June 30,
2017
$28.16
$0.59 - 1.14
41%
4.5 - 6.0
1.9%
—%
$27.51
2016
n/a
n/a
n/a
n/a
n/a
n/a
n/a
2015
$14.97
$14.67
41%
4.0
1.3%
—%
$5.13
The exercise price of share options is established on the grant date and is determined by the board of
directors. As the share options granted during the fiscal year ended June 30, 2015 was prior to the Company’s IPO,
there was no active external or internal market for the shares of the Group at the date of the grant. In order to
determine the fair value of the Group’s restricted shares prior to the IPO, the Group enlisted the assistance of a
third-party valuation firm. Following the Company’s IPO, the Company refers to the closing stock price on the grant
date to determine the fair value of Class A ordinary shares underlying share options. Prior to the Company’s IPO, as
a substitute, a peer group of companies was used to calculate volatility. Following the Company’s IPO, the
Company estimates expected future volatility based on the historical volatility of the Company’s stock price. The
estimated term for share options was based on the vesting terms and contractual lives of the options as well as
expectations around employee vesting behavior. The risk-free interest rate is based on the rate for a U.S.
government security with the same estimated life at the time of the option grant.
As of June 30, 2017, the Group had an aggregate of $160.1 million of future period share-based payment
expense related to all equity awards outstanding, net of estimated forfeitures, to be amortized over a weighted-
average period of 1.4 years.
F-48
Early exercises of share options
As of June 30, 2017 and 2016, outstanding shares included 1,214,689 and 156,251 shares, respectively,
that are subject to repurchase as they were early exercised and unvested. The Company retains the right to
repurchase, at the original exercise price, any unvested (but issued) shares during the repurchase period following
employee termination. These amounts have been recorded on the consolidated statements of financial position as
a liability as of June 30, 2017 and 2016. Amounts reclassified into contributed equity during the fiscal years ended
June 30, 2017 and 2016 as a result of the vesting of the early exercised shares was $0.4 million and $0.7 million,
respectively.
F-49
Board of Directors
Shona Brown
Michael Cannon-Brookes
Scott Farquhar Chair
Heather Mirjahangir Fernandez
Jay Parikh
Enrique Salem
Steven Sordello
Richard P. Wong
Executive Team
Michael Cannon-Brookes Co-Founder, Co-Chief Executive Officer
Scott Farquhar Co-Founder, Co-Chief Executive Officer
Jay Simons President
Murray Demo Chief Financial Officer
Tom Kennedy Chief Legal Officer
Sri Viswanath Chief Technology Officer
Helen Russell Chief People Officer
Investor Relations IR@atlassian.com
Stock Exchange NASDAQ Global Select under the ticker symbol “TEAM”
Unleashing the potential
of every team