|
|
Title of each class
|
Trading Symbol
|
Name of each exchange on which registered
|
Class A Ordinary Shares
|
TEAM
|
NASDAQ Global Select Market
|
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. QUANTITATIVE AND QUALITATIVE 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
|
|
•
|
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 develop new products and enhancements to our existing products;
|
•
|
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 prevent security breaches and unauthorized access to customer data;
|
•
|
Our ability to maintain, protect and enhance our intellectual property;
|
•
|
Our ability to grow our cloud offerings;
|
•
|
Our future growth and 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;
|
•
|
Future acquisitions of, or investments in, complementary companies, products, services or technologies.
|
|
Fiscal Year Ended June 30,
|
||||||||||||||||||
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
||||||||||
|
(U.S. $ and shares in thousands, except per share data)
|
||||||||||||||||||
|
|
|
*As Adjusted
|
|
*As Adjusted
|
|
|
|
|
||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Subscription
|
$
|
633,950
|
|
|
$
|
410,694
|
|
|
$
|
249,823
|
|
|
$
|
146,659
|
|
|
$
|
85,891
|
|
Maintenance
|
394,526
|
|
|
326,511
|
|
|
264,453
|
|
|
218,848
|
|
|
160,373
|
|
|||||
Perpetual license
|
93,593
|
|
|
83,171
|
|
|
74,058
|
|
|
65,487
|
|
|
57,373
|
|
|||||
Other
|
88,058
|
|
|
60,602
|
|
|
38,350
|
|
|
26,064
|
|
|
15,884
|
|
|||||
Total revenues
|
1,210,127
|
|
|
880,978
|
|
|
626,684
|
|
|
457,058
|
|
|
319,521
|
|
|||||
Cost of revenues (1) (2)
|
210,285
|
|
|
172,690
|
|
|
119,161
|
|
|
75,783
|
|
|
52,932
|
|
|||||
Gross profit
|
999,842
|
|
|
708,288
|
|
|
507,523
|
|
|
381,275
|
|
|
266,589
|
|
|||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Research and development (1) (2)
|
579,134
|
|
|
415,776
|
|
|
310,169
|
|
|
208,306
|
|
|
140,853
|
|
|||||
Marketing and sales (1) (2)
|
268,356
|
|
|
187,315
|
|
|
134,404
|
|
|
93,391
|
|
|
67,989
|
|
|||||
General and administrative (1)
|
215,714
|
|
|
151,242
|
|
|
118,784
|
|
|
85,458
|
|
|
56,033
|
|
|||||
Total operating expenses
|
1,063,204
|
|
|
754,333
|
|
|
563,357
|
|
|
387,155
|
|
|
264,875
|
|
|||||
Operating loss
|
(63,362
|
)
|
|
(46,045
|
)
|
|
(55,834
|
)
|
|
(5,880
|
)
|
|
1,714
|
|
|||||
Other non-operating expense, net
|
(535,453
|
)
|
|
(15,157
|
)
|
|
(1,342
|
)
|
|
(1,072
|
)
|
|
(2,615
|
)
|
|||||
Finance income
|
33,500
|
|
|
9,877
|
|
|
4,851
|
|
|
2,116
|
|
|
226
|
|
|||||
Finance costs
|
(40,241
|
)
|
|
(6,806
|
)
|
|
(75
|
)
|
|
(71
|
)
|
|
(74
|
)
|
|||||
Loss before income tax expense
|
(605,556
|
)
|
|
(58,131
|
)
|
|
(52,400
|
)
|
|
(4,907
|
)
|
|
(749
|
)
|
|||||
Income tax (expense) benefit
|
(32,065
|
)
|
|
(55,301
|
)
|
|
14,951
|
|
|
9,280
|
|
|
7,524
|
|
|||||
Net (loss) income
|
$
|
(637,621
|
)
|
|
$
|
(113,432
|
)
|
|
$
|
(37,449
|
)
|
|
$
|
4,373
|
|
|
$
|
6,775
|
|
Net (loss) income per share attributable to ordinary shareholders:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Basic
|
$
|
(2.67
|
)
|
|
$
|
(0.49
|
)
|
|
$
|
(0.17
|
)
|
|
$
|
0.02
|
|
|
$
|
0.04
|
|
Diluted
|
$
|
(2.67
|
)
|
|
$
|
(0.49
|
)
|
|
$
|
(0.17
|
)
|
|
$
|
0.02
|
|
|
$
|
0.04
|
|
Weighted-average shares outstanding used to compute net (loss) income per share attributable to ordinary shareholders:
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Basic
|
238,611
|
|
|
231,184
|
|
|
222,224
|
|
|
182,773
|
|
|
144,008
|
|
|||||
Diluted
|
238,611
|
|
|
231,184
|
|
|
222,224
|
|
|
193,481
|
|
|
145,500
|
|
Cost of revenues
|
$
|
17,450
|
|
|
$
|
11,955
|
|
|
$
|
6,856
|
|
|
$
|
5,371
|
|
|
$
|
2,862
|
|
Research and development
|
149,049
|
|
|
98,609
|
|
|
79,384
|
|
|
35,735
|
|
|
22,842
|
|
|||||
Marketing and sales
|
39,303
|
|
|
23,605
|
|
|
17,395
|
|
|
11,945
|
|
|
6,670
|
|
|||||
General and administrative
|
51,960
|
|
|
28,704
|
|
|
33,813
|
|
|
22,429
|
|
|
9,160
|
|
Cost of revenues
|
$
|
27,997
|
|
|
$
|
21,188
|
|
|
$
|
14,587
|
|
|
$
|
7,405
|
|
|
$
|
6,417
|
|
Research and development
|
60
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Marketing and sales
|
28,744
|
|
|
36,090
|
|
|
15,269
|
|
|
86
|
|
|
40
|
|
|
As of June 30,
|
||||||||||||||||||
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
||||||||||
|
(U.S. $ in thousands)
|
|
|
||||||||||||||||
|
|
|
*As Adjusted
|
|
*As Adjusted
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
1,268,441
|
|
|
$
|
1,410,339
|
|
|
$
|
244,420
|
|
|
$
|
259,709
|
|
|
$
|
187,094
|
|
Short-term investments
|
445,046
|
|
|
323,134
|
|
|
305,499
|
|
|
483,405
|
|
|
30,251
|
|
|||||
Derivative assets
|
215,233
|
|
|
99,995
|
|
|
3,252
|
|
|
—
|
|
|
—
|
|
|||||
Working capital
|
(287,597
|
)
|
|
1,377,145
|
|
|
296,984
|
|
|
542,038
|
|
|
50,477
|
|
|||||
Total assets
|
2,977,258
|
|
|
2,421,828
|
|
|
1,282,117
|
|
|
990,973
|
|
|
397,161
|
|
|||||
Deferred revenue
|
468,820
|
|
|
342,871
|
|
|
245,195
|
|
|
181,068
|
|
|
136,565
|
|
|||||
Derivative liabilities
|
855,079
|
|
|
207,970
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Exchangeable senior notes, net
|
853,576
|
|
|
819,637
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total liabilities
|
2,411,791
|
|
|
1,514,508
|
|
|
379,424
|
|
|
259,310
|
|
|
207,107
|
|
|||||
Share capital
|
24,199
|
|
|
23,531
|
|
|
22,726
|
|
|
21,620
|
|
|
18,461
|
|
|||||
Total equity
|
565,467
|
|
|
907,320
|
|
|
902,693
|
|
|
731,663
|
|
|
190,054
|
|
•
|
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, non-coupon impact related to our exchangeable senior notes (the “Notes”) and capped calls, the related income tax effects on these items, and changes in our assessment regarding the realizability of our deferred tax assets; and
|
•
|
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.
|
•
|
Share-based compensation;
|
•
|
Amortization of acquired intangible assets;
|
•
|
Non-coupon impact related to the Notes and capped calls:
|
◦
|
Amortization of the Notes discount and issuance costs;
|
◦
|
Mark to fair value of the Notes exchange feature;
|
◦
|
Mark to fair value of the related capped call transactions; and
|
•
|
The related income tax effects on these items and changes in our assessment regarding the realizability of our deferred tax assets.
|
•
|
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 and investors concerning our financial performance.
|
|
Fiscal Year Ended June 30,
|
||||||||||||||||||
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
||||||||||
|
(U.S. $ and shares in thousands, except per share data)
|
||||||||||||||||||
|
|
|
*As Adjusted
|
|
*As Adjusted
|
|
|
|
|
||||||||||
Gross profit
|
|
|
|
|
|
|
|
|
|
||||||||||
IFRS gross profit
|
$
|
999,842
|
|
|
$
|
708,288
|
|
|
$
|
507,523
|
|
|
$
|
381,275
|
|
|
$
|
266,589
|
|
Plus: Share-based payment expense
|
17,450
|
|
|
11,955
|
|
|
6,856
|
|
|
5,371
|
|
|
2,862
|
|
|||||
Plus: Amortization of acquired intangible assets
|
27,997
|
|
|
21,188
|
|
|
14,587
|
|
|
7,405
|
|
|
6,417
|
|
|||||
Non-IFRS gross profit
|
$
|
1,045,289
|
|
|
$
|
741,431
|
|
|
$
|
528,966
|
|
|
$
|
394,051
|
|
|
$
|
275,868
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating income
|
|
|
|
|
|
|
|
|
|
||||||||||
IFRS operating (loss) income
|
$
|
(63,362
|
)
|
|
$
|
(46,045
|
)
|
|
$
|
(55,834
|
)
|
|
$
|
(5,880
|
)
|
|
$
|
1,714
|
|
Plus: Share-based payment expense
|
257,762
|
|
|
162,873
|
|
|
137,448
|
|
|
75,480
|
|
|
41,534
|
|
|||||
Plus: Amortization of acquired intangible assets
|
56,801
|
|
|
57,278
|
|
|
29,856
|
|
|
7,491
|
|
|
6,457
|
|
|||||
Non-IFRS operating income
|
$
|
251,201
|
|
|
$
|
174,106
|
|
|
$
|
111,470
|
|
|
$
|
77,091
|
|
|
$
|
49,705
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income
|
|
|
|
|
|
|
|
|
|
||||||||||
IFRS net (loss) income
|
$
|
(637,621
|
)
|
|
$
|
(113,432
|
)
|
|
$
|
(37,449
|
)
|
|
$
|
4,373
|
|
|
$
|
6,775
|
|
Plus: Share-based payment expense
|
257,762
|
|
|
162,873
|
|
|
137,448
|
|
|
75,480
|
|
|
41,534
|
|
|||||
Plus: Amortization of acquired intangible assets
|
56,801
|
|
|
57,278
|
|
|
29,856
|
|
|
7,491
|
|
|
6,457
|
|
|||||
Plus: Non-coupon impact related to the Notes and capped calls
|
567,847
|
|
|
19,892
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Less: Income tax effects and adjustments
|
(30,243
|
)
|
|
(2,150
|
)
|
|
(39,864
|
)
|
|
(16,018
|
)
|
|
(9,244
|
)
|
|||||
Non-IFRS net income
|
$
|
214,546
|
|
|
$
|
124,461
|
|
|
$
|
89,991
|
|
|
$
|
71,326
|
|
|
$
|
45,522
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income per share
|
|
|
|
|
|
|
|
|
|
||||||||||
IFRS net (loss) income per share - diluted
|
$
|
(2.67
|
)
|
|
$
|
(0.49
|
)
|
|
$
|
(0.17
|
)
|
|
$
|
0.02
|
|
|
$
|
0.04
|
|
Plus: Share-based payment expense
|
1.05
|
|
|
0.68
|
|
|
0.59
|
|
|
0.37
|
|
|
0.26
|
|
|||||
Plus: Amortization of acquired intangible assets
|
0.23
|
|
|
0.25
|
|
|
0.13
|
|
|
0.04
|
|
|
0.04
|
|
|||||
Plus: Non-coupon impact related to the Notes and capped calls
|
2.37
|
|
|
0.08
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Less: Income tax effects and adjustments
|
(0.12
|
)
|
|
(0.01
|
)
|
|
(0.17
|
)
|
|
(0.08
|
)
|
|
(0.06
|
)
|
|||||
Non-IFRS net income per share - diluted
|
$
|
0.86
|
|
|
$
|
0.51
|
|
|
$
|
0.38
|
|
|
$
|
0.35
|
|
|
$
|
0.28
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Weighted-average diluted shares outstanding
|
|
|
|
|
|
|
|
|
|
||||||||||
Weighted-average shares used in computing diluted IFRS net loss per share
|
238,611
|
|
|
231,184
|
|
|
222,224
|
|
|
193,481
|
|
|
145,500
|
|
|||||
Plus: Dilution from share options and RSUs (1)
|
9,609
|
|
|
12,801
|
|
|
13,833
|
|
|
—
|
|
|
—
|
|
|||||
Plus: Dilution from share options and RSUs granted in periods prior to IPO (2)
|
—
|
|
|
—
|
|
|
—
|
|
|
8,205
|
|
|
17,573
|
|
|||||
Weighted-average shares used in computing diluted non-IFRS net income per share
|
248,220
|
|
|
243,985
|
|
|
236,057
|
|
|
201,686
|
|
|
163,073
|
|
|
Fiscal Year Ended June 30,
|
||||||||||||||||||
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
||||||||||
Free cash flow
|
(U.S. $ in thousands)
|
||||||||||||||||||
IFRS net cash provided by operating activities
|
$
|
466,342
|
|
|
$
|
311,456
|
|
|
$
|
199,381
|
|
|
$
|
129,542
|
|
|
$
|
98,221
|
|
Less: Capital expenditures
|
(44,192
|
)
|
|
(30,209
|
)
|
|
(15,129
|
)
|
|
(34,213
|
)
|
|
(31,776
|
)
|
|||||
Free cash flow
|
$
|
422,150
|
|
|
$
|
281,247
|
|
|
$
|
184,252
|
|
|
$
|
95,329
|
|
|
$
|
66,445
|
|
•
|
Our ability to attract new customers, retain and increase sales to existing customers, and satisfy our customers’ requirements;
|
•
|
The timing of customer renewals;
|
•
|
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;
|
•
|
Potential exchanges of our Notes for payment of cash due to the triggering of the conditional exchange feature of the Notes;
|
•
|
Non-coupon impact related to the Notes and related capped call transactions;
|
•
|
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.
|
•
|
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.
|
•
|
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 political and economic instability around the world;
|
•
|
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.
|
•
|
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.
|
•
|
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;
|
•
|
New laws or regulations, new interpretations of existing laws, or the new application of existing regulations to our business;
|
•
|
Changes in tax laws or regulations;
|
•
|
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;
|
•
|
Arbitrage or hedging strategy by purchasers of our Notes and certain financial institutions in connection with our capped call transactions;
|
•
|
Cyber-security and privacy breaches;
|
•
|
Lawsuits threatened or filed against us; and
|
•
|
Other events or factors, including those resulting from war, incidents of terrorism, or responses to these events.
|
•
|
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.
|
•
|
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.
|
•
|
Built for Teams - Our products are singularly designed to help teams work better together and achieve more. We design products that help our customers collaborate 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, 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, the status of an IT service ticket generated in Jira Service Desk can be viewed in Confluence, providing visibility to business stakeholders.
|
•
|
Open - We are dedicated to making our products open and interoperable with a range of other platforms and applications, such as Slack, 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 features thousands of apps 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.
|
•
|
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.
|
•
|
Simple and Affordable - We offer our products at affordable prices in a simple and transparent format. For example, a customer coming to our website can evaluate, purchase and set up a Jira license, for 10 users or 50,000+ 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
|
•
|
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 our customer acquisition costs. We also benefit from distribution leverage via our network of 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.
|
•
|
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 150,000 customers using our software today, we are able to reach a vast number of users, gather insights to refine our offerings, and generate revenue growth by expanding within our customer accounts. With 4,091 customers paying us in excess of $50,000 during fiscal year 2019, 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.
|
•
|
Openness and Innovation - We value transparency and openness as an organization. We believe that putting product pricing and documentation online promotes trust and makes customers more comfortable engaging with 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.
|
•
|
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.
|
•
|
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, 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 primarily on a traditional sales force, 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 sales force and primarily 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 14 fiscal years.
|
•
|
Jira for team planning and project management;
|
•
|
Confluence for team content creation and sharing;
|
•
|
Trello for capturing and adding structure to fluid, fast-forming work for teams;
|
•
|
Bitbucket for team code sharing and management;
|
•
|
Jira Service Desk for team service and support applications;
|
•
|
Opsgenie for incident management; and
|
•
|
Jira Align for enterprise agile planning.
|
•
|
Technical Documentation - Users can access documentation and instruction for all versions of our products.
|
•
|
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.
|
•
|
Software Teams - Our competitors include large technology vendors, including Microsoft and IBM, and smaller companies like GitHub (acquired by Microsoft) and Gitlab that offer project management, collaboration and developer tools.
|
•
|
IT Teams - Our competitors range from cloud vendors, including ServiceNow, salesforce.com, PagerDuty, Freshworks, and Zendesk, to 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 Asana, which offer point solutions for enterprise collaboration.
|
Name
|
|
Country of Incorporation
|
Atlassian (UK) Limited
|
|
United Kingdom, United States of America
|
Atlassian (UK) Holdings Limited
|
|
United Kingdom, United States of America
|
Atlassian (Australia) Limited
|
|
United Kingdom, United States of America
|
Atlassian (Global) Limited (1)
|
|
United Kingdom
|
Atlassian (UK) Operations Limited
|
|
United Kingdom
|
Atlassian, Inc.
|
|
United States of America
|
Atlassian Network Services, Inc.
|
|
United States of America
|
Dogwood Labs, Inc.
|
|
United States of America
|
Trello, Inc.
|
|
United States of America
|
AgileCraft LLC
|
|
United States of America
|
AgileCraft Australia Pty Ltd
|
|
Australia
|
OpsGenie, Inc.
|
|
United States of America
|
Opsgenie Yazılım Anonim Şirketi
|
|
Turkey
|
iFountain, LLC
|
|
United States of America
|
Atlassian Australia 1 Pty Ltd
|
|
Australia
|
Atlassian Australia 2 Pty Ltd
|
|
Australia
|
Atlassian Corporation Pty. Ltd.
|
|
Australia
|
Atlassian Pty Ltd
|
|
Australia
|
Good Software Co. Pty. Ltd.
|
|
Australia
|
Atlassian Capital Pty. Ltd.
|
|
Australia
|
MITT Australia Pty Ltd
|
|
Australia
|
MITT Trust
|
|
Australia
|
Atlassian K.K.
|
|
Japan
|
Atlassian Germany GmbH
|
|
Germany
|
Atlassian Holdings B.V.
|
|
Netherlands
|
Atlassian Philippines, Inc.
|
|
Philippines
|
Atlassian France SAS
|
|
France
|
Atlassian B.V.
|
|
Netherlands
|
Atlassian Canada Inc.
|
|
Canada
|
Atlassian India LLP
|
|
India
|
|
As of June 30,
|
||||
|
2019
|
|
2018
|
|
2017
|
Customers
|
152,727 ***
|
|
125,796 **
|
|
89,237*
|
|
Fiscal Year Ended June 30,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
|
||||||||||
Net cash provided by operating activities
|
$
|
466,342
|
|
|
$
|
311,456
|
|
|
$
|
199,381
|
|
Less: Capital expenditures
|
(44,192
|
)
|
|
(30,209
|
)
|
|
(15,129
|
)
|
|||
Free cash flow
|
$
|
422,150
|
|
|
$
|
281,247
|
|
|
$
|
184,252
|
|
|
Fiscal Year Ended June 30,
|
||||||
|
2019
|
|
2018
|
||||
|
|
|
*As Adjusted
|
||||
Revenues:
|
|
|
|
|
|
||
Subscription
|
$
|
633,950
|
|
|
$
|
410,694
|
|
Maintenance
|
394,526
|
|
|
326,511
|
|
||
Perpetual license
|
93,593
|
|
|
83,171
|
|
||
Other
|
88,058
|
|
|
60,602
|
|
||
Total revenues
|
1,210,127
|
|
|
880,978
|
|
||
Cost of revenues (1) (2)
|
210,285
|
|
|
172,690
|
|
||
Gross profit
|
999,842
|
|
|
708,288
|
|
||
Operating expenses:
|
|
|
|
||||
Research and development (1) (2)
|
579,134
|
|
|
415,776
|
|
||
Marketing and sales (1) (2)
|
268,356
|
|
|
187,315
|
|
||
General and administrative (1)
|
215,714
|
|
|
151,242
|
|
||
Total operating expenses
|
1,063,204
|
|
|
754,333
|
|
||
Operating loss
|
(63,362
|
)
|
|
(46,045
|
)
|
||
Other non-operating expense, net
|
(535,453
|
)
|
|
(15,157
|
)
|
||
Finance income
|
33,500
|
|
|
9,877
|
|
||
Finance costs
|
(40,241
|
)
|
|
(6,806
|
)
|
||
Loss before income tax expense
|
(605,556
|
)
|
|
(58,131
|
)
|
||
Income tax expense
|
(32,065
|
)
|
|
(55,301
|
)
|
||
Net loss
|
$
|
(637,621
|
)
|
|
$
|
(113,432
|
)
|
Net loss attributable to:
|
|
|
|
||||
Owners of Atlassian Corporation Plc
|
$
|
(637,621
|
)
|
|
$
|
(113,432
|
)
|
Net loss per share attributable to ordinary shareholders:
|
|
|
|
||||
Basic
|
$
|
(2.67
|
)
|
|
$
|
(0.49
|
)
|
Diluted
|
$
|
(2.67
|
)
|
|
$
|
(0.49
|
)
|
Weighted-average shares outstanding used to compute net loss per share attributable to ordinary shareholders:
|
|
|
|
||||
Basic
|
238,611
|
|
|
231,184
|
|
||
Diluted
|
238,611
|
|
|
231,184
|
|
Cost of revenues
|
$
|
17,450
|
|
|
$
|
11,955
|
|
Research and development
|
149,049
|
|
|
98,609
|
|
||
Marketing and sales
|
39,303
|
|
|
23,605
|
|
||
General and administrative
|
51,960
|
|
|
28,704
|
|
Cost of revenues
|
$
|
27,997
|
|
|
$
|
21,188
|
|
Research and development
|
60
|
|
|
—
|
|
||
Marketing and sales
|
28,744
|
|
|
36,090
|
|
|
Fiscal Year Ended June 30,
|
||||
|
2019
|
|
2018
|
||
|
|
|
*As Adjusted
|
||
Revenues:
|
|
|
|
|
|
Subscription
|
52
|
%
|
|
47
|
%
|
Maintenance
|
33
|
|
|
37
|
|
Perpetual license
|
8
|
|
|
9
|
|
Other
|
7
|
|
|
7
|
|
Total revenues
|
100
|
|
|
100
|
|
Cost of revenues
|
17
|
|
|
20
|
|
Gross profit
|
83
|
|
|
80
|
|
Operating expenses:
|
|
|
|
|
|
Research and development
|
48
|
|
|
47
|
|
Marketing and sales
|
22
|
|
|
21
|
|
General and administrative
|
18
|
|
|
17
|
|
Total operating expenses
|
88
|
|
|
85
|
|
Operating loss
|
(5
|
)
|
|
(5
|
)
|
Other non-operating expense, net
|
(44
|
)
|
|
(2
|
)
|
Finance income
|
3
|
|
|
1
|
|
Finance costs
|
(4
|
)
|
|
(1
|
)
|
Loss before income tax expense
|
(50
|
)
|
|
(7
|
)
|
Income tax expense
|
(3
|
)
|
|
(6
|
)
|
Net loss
|
(53
|
)
|
|
(13
|
)
|
|
|
|
|
||
Amounts include share-based payment expense, as follows:
|
|
|
|
||
Cost of revenues
|
1
|
%
|
|
1
|
%
|
Research and development
|
12
|
|
|
11
|
|
Marketing and sales
|
3
|
|
|
3
|
|
General and administrative
|
4
|
|
|
3
|
|
|
|
|
|
||
Amounts include amortization of acquired intangible assets, as follows:
|
|
|
|
||
Cost of revenues
|
2
|
%
|
|
2
|
%
|
Research and development
|
—
|
%
|
|
—
|
%
|
Marketing and sales
|
2
|
|
|
4
|
|
|
Fiscal Year Ended June 30,
|
|
|
|
|
|||||||||
|
2019
|
|
2018
|
|
$ Change
|
|
% Change
|
|||||||
|
(U.S. $ in thousands)
|
|
|
|||||||||||
|
|
|
*As Adjusted
|
|
|
|
|
|||||||
Subscription
|
$
|
633,950
|
|
|
$
|
410,694
|
|
|
$
|
223,256
|
|
|
54
|
%
|
Maintenance
|
394,526
|
|
|
326,511
|
|
|
68,015
|
|
|
21
|
|
|||
Perpetual license
|
93,593
|
|
|
83,171
|
|
|
10,422
|
|
|
13
|
|
|||
Other
|
88,058
|
|
|
60,602
|
|
|
27,456
|
|
|
45
|
|
|||
Total revenues
|
$
|
1,210,127
|
|
|
$
|
880,978
|
|
|
$
|
329,149
|
|
|
37
|
|
|
Fiscal Year Ended June 30,
|
|
|
|
|
|||||||||
|
2019
|
|
2018
|
|
$ Change
|
|
% Change
|
|||||||
|
(U.S. $ in thousands)
|
|
|
|||||||||||
Research and development
|
$
|
579,134
|
|
|
$
|
415,776
|
|
|
$
|
163,358
|
|
|
39
|
%
|
|
Fiscal Year Ended June 30,
|
|
|
|
|
|||||||||
|
2019
|
|
2018
|
|
$ Change
|
|
% Change
|
|||||||
|
(U.S. $ in thousands)
|
|
|
|||||||||||
|
|
|
*As Adjusted
|
|
|
|
|
|||||||
Marketing and sales
|
$
|
268,356
|
|
|
$
|
187,315
|
|
|
$
|
81,041
|
|
|
43
|
%
|
|
Fiscal Year Ended June 30,
|
|
|
|
|
|||||||||
|
2019
|
|
2018
|
|
$ Change
|
|
% Change
|
|||||||
|
(U.S. $ in thousands)
|
|
|
|||||||||||
General and administrative
|
$
|
215,714
|
|
|
$
|
151,242
|
|
|
$
|
64,472
|
|
|
43
|
%
|
|
Fiscal Year Ended June 30,
|
|
|
|
|
||||||||
|
2019
|
|
2018
|
|
$ Change
|
|
% Change
|
||||||
|
(U.S. $ in thousands)
|
|
|
||||||||||
Other non-operating expense, net
|
$
|
(535,453
|
)
|
|
$
|
(15,157
|
)
|
|
$
|
(520,296
|
)
|
|
*
|
|
Fiscal Year Ended June 30,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
(U.S. $ in thousands)
|
||||||||||
Net cash provided by operating activities
|
$
|
466,342
|
|
|
$
|
311,456
|
|
|
199,381
|
|
|
Net cash used in by investing activities
|
(604,198
|
)
|
|
(51,696
|
)
|
|
(224,573
|
)
|
|||
Net cash (used in) provided by financing activities
|
(3,187
|
)
|
|
906,789
|
|
|
9,438
|
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
(855
|
)
|
|
(630
|
)
|
|
465
|
|
|||
Net (decrease) increase in cash and cash equivalents
|
$
|
(141,898
|
)
|
|
$
|
1,165,919
|
|
|
$
|
(15,289
|
)
|
Patents, trademarks and other rights
|
2 - 12 years
|
Customer relationships
|
2 - 10 years
|
Acquired developed technology
|
2 - 10 years
|
|
Payments Due by Period
|
||||||||||||||||||
|
Total
|
|
Less than
1 year |
|
1 to 3
years |
|
3 to 5
years |
|
After 5
years |
||||||||||
|
(U.S. $ in thousands)
|
||||||||||||||||||
Long-term debt
|
$
|
1,604,923
|
|
|
$
|
1,604,923
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Operating lease obligations
|
330,848
|
|
|
38,790
|
|
|
81,035
|
|
|
66,986
|
|
|
144,037
|
|
|||||
Purchase obligations
|
323,350
|
|
|
106,684
|
|
|
75,000
|
|
|
85,000
|
|
|
56,666
|
|
|||||
Other obligations
|
4,970
|
|
|
2,294
|
|
|
2,676
|
|
|
—
|
|
|
—
|
|
|||||
Total
|
$
|
2,264,091
|
|
|
$
|
1,752,691
|
|
|
$
|
158,711
|
|
|
$
|
151,986
|
|
|
$
|
200,703
|
|
Name
|
Age
|
Position
|
Executive Officers and Employee Directors
|
|
|
Michael Cannon-Brookes
|
39
|
Co-Founder, Co-Chief Executive Officer and Director
|
Scott Farquhar
|
39
|
Co-Founder, Co-Chief Executive Officer and Director
|
Jay Simons
|
46
|
President
|
James Beer
|
58
|
Chief Financial Officer
|
Tom Kennedy (1)
|
45
|
Chief Legal Officer
|
Helen Russell
|
51
|
Chief People Officer
|
Sri Viswanath
|
44
|
Chief Technology Officer
|
|
|
|
Non-Employee Directors:
|
|
|
Shona L. Brown (2)
|
53
|
Director and Chair
|
Heather Mirjahangir Fernandez (3)(4)
|
43
|
Director
|
Sasan Goodarzi (2)
|
51
|
Director
|
Jay Parikh (2)
|
46
|
Director
|
Enrique Salem (3)(4)
|
53
|
Director
|
Steven Sordello (3)
|
50
|
Director
|
Richard P. Wong (4)
|
50
|
Director
|
Name
|
Salary/Fees(2)
|
Benefits
|
Annual Bonus(3)
|
Long-Term Incentive
|
Retirement Benefits(4)
|
Total
|
||||||||||||
Michael Cannon-Brookes
|
$
|
273,960
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
26,026
|
|
$
|
299,986
|
|
Scott Farquhar
|
$
|
273,960
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
26,026
|
|
$
|
299,986
|
|
(1)
|
For the fiscal year ended June 30, 2019, 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 using a monthly average exchange rate for fiscal year 2019 of AUD 1.40 to USD 1.00.
|
(2)
|
Messrs. Cannon-Brookes and Farquhar each opted for their salaries to be reduced to AUD $74,653.28, the annualized statutory minimum wage in Australia, effective July 1, 2019.
|
(3)
|
Messrs. Cannon-Brookes and Farquhar each opted not to participate in our bonus plan during the fiscal year ended June 30, 2019.
|
(4)
|
These amounts represent our contributions to each employee director's retirement fund, as required by applicable jurisdictional law.
|
Annual Retainer for Board of Directors Membership
|
|
||
Annual service on the board of directors
|
$
|
50,000
|
|
Additional retainer for annual service as chair of the board of directors
|
$
|
35,000
|
|
|
|
||
Additional Annual Retainer for Committee Chairs
|
|
||
Annual service as chair of the audit committee
|
$
|
20,000
|
|
Annual service as chair of the compensation and leadership development committee
|
$
|
15,000
|
|
Annual service as chair of the nominating and corporate governance committee
|
$
|
10,000
|
|
Name
|
Salary/Fees
|
Benefits
|
Annual Bonus
|
Long-Term Incentives(4)
|
|
Retirement Benefits
|
Total
|
|||||||||
Shona Brown (1)
|
$
|
100,194
|
|
—
|
|
—
|
|
$
|
225,015
|
|
(5)
|
—
|
|
$
|
325,209
|
|
Heather Mirjahangir Fernandez
|
$
|
50,000
|
|
—
|
|
—
|
|
$
|
225,015
|
|
(5)
|
—
|
|
$
|
275,015
|
|
Sasan Goodarzi
|
$
|
50,278
|
|
—
|
|
—
|
|
$
|
225,015
|
|
(5)
|
—
|
|
$
|
275,293
|
|
Jay Parikh
|
$
|
50,000
|
|
—
|
|
—
|
|
$
|
225,015
|
|
(5)
|
—
|
|
$
|
275,015
|
|
Enrique Salem
|
$
|
50,000
|
|
—
|
|
—
|
|
$
|
225,015
|
|
(5)
|
—
|
|
$
|
275,015
|
|
Steven Sordello (2)
|
$
|
70,000
|
|
—
|
|
—
|
|
$
|
225,015
|
|
(5)
|
—
|
|
$
|
295,015
|
|
Richard P. Wong(3)
|
$
|
60,000
|
|
—
|
|
—
|
|
$
|
225,015
|
|
(5)
|
—
|
|
$
|
285,015
|
|
(1)
|
Dr. Brown was the chair of the compensation and leadership development committee and chair of the board of directors.
|
(2)
|
Mr. Sordello was the chair of the audit committee.
|
(4)
|
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.
|
(5)
|
Each continuing non-employee member of our board of directors received an Annual Grant.
|
•
|
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 and reviewing our guidelines and policies that govern the process by which our exposure to risk is assessed and managed by management
|
•
|
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.
|
•
|
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 other material benefit programs; and
|
•
|
overseeing our overall compensation philosophy, compensation plans, and benefits programs.
|
•
|
evaluating and making recommendations regarding the composition, qualification, 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.
|
•
|
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).
|
|
|
Shares Beneficially Owned
|
|
|||||||||||
|
|
Class A
|
Class B
|
|
% of Total Voting Power (1)
|
|||||||||
Name of Beneficial Owner
|
|
Shares
|
|
%
|
Shares
|
|
%
|
|
||||||
5% Shareholders:
|
|
|
|
|
|
|
|
|
|
|||||
Entities affiliated with Artisan Partners Limited Partnership (2)
|
|
8,664,465
|
|
|
7.33
|
%
|
-
|
|
|
-
|
|
|
*
|
|
Entities affiliated with Baillie Gifford & Co. (3)
|
|
7,610,193
|
|
|
6.44
|
%
|
-
|
|
|
-
|
|
|
*
|
|
Entities affiliated with Capital Research Global Investors (4)
|
|
10,790,810
|
|
|
9.13
|
%
|
-
|
|
|
-
|
|
|
*
|
|
Entities affiliated with FMR LLC (5)
|
|
7,813,171
|
|
|
6.61
|
%
|
-
|
|
|
-
|
|
|
*
|
|
Entities affiliated with Sands Capital Management (6)
|
|
6,493,358
|
|
|
5.49
|
%
|
-
|
|
|
-
|
|
|
*
|
|
Entities affiliated with T. Rowe Price Associates, Inc. (7)
|
|
10,349,989
|
|
|
8.76
|
%
|
-
|
|
|
-
|
|
|
*
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Directors and Executive Officers:
|
|
|
|
|
|
|
|
|
|
|||||
Michael Cannon-Brookes (8)
|
|
-
|
|
|
-
|
|
61,742,279
|
|
|
49.5
|
%
|
|
45.22
|
%
|
Scott Farquhar (9)
|
|
-
|
|
|
-
|
|
61,742,279
|
|
|
49.5
|
%
|
|
45.22
|
%
|
Jay Simons (10)
|
|
1,003,000
|
|
|
*
|
|
333,000
|
|
|
*
|
|
|
*
|
|
James Beer (11)
|
|
23,342
|
|
|
*
|
|
-
|
|
|
-
|
|
|
*
|
|
Tom Kennedy (12)
|
|
58,855
|
|
|
*
|
|
-
|
|
|
-
|
|
|
*
|
|
Sri Viswanath (13)
|
|
247,279
|
|
|
*
|
|
-
|
|
|
-
|
|
|
*
|
|
Helen Russell (14)
|
|
14,796
|
|
|
*
|
|
-
|
|
|
-
|
|
|
*
|
|
Shona Brown (15)
|
|
25,350
|
|
|
*
|
|
-
|
|
|
-
|
|
|
*
|
|
Heather Mirjahangir Fernandez (16)
|
|
14,025
|
|
|
*
|
|
-
|
|
|
-
|
|
|
*
|
|
Jay Parikh (17)
|
|
15,000
|
|
|
*
|
|
-
|
|
|
-
|
|
|
*
|
|
Enrique Salem (18)
|
|
125,807
|
|
|
*
|
|
-
|
|
|
-
|
|
|
*
|
|
Steven Sordello (19)
|
|
39,364
|
|
|
*
|
|
-
|
|
|
-
|
|
|
*
|
|
Sasan Goodarzi (20)
|
|
3,564
|
|
|
*
|
|
-
|
|
|
-
|
|
|
*
|
|
Richard P. Wong (21)
|
|
141,210
|
|
|
*
|
|
-
|
|
|
-
|
|
|
*
|
|
All directors and executive officers as a group (14) persons) (22)
|
|
1,711,592
|
|
|
1.44
|
%
|
123,817,558
|
|
|
99.27
|
%
|
|
90.77
|
%
|
•
|
banks, financial institutions or insurance companies;
|
•
|
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.
|
•
|
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.
|
|
|
2019
|
|
2018
|
||||
|
|
(U.S. $ in thousands)
|
||||||
Audit fees (1)
|
|
$
|
2,980
|
|
|
$
|
3,469
|
|
Audit-related fees (2)
|
|
648
|
|
|
447
|
|
||
Tax fees (3)
|
|
220
|
|
|
238
|
|
||
Other fees (4)
|
|
8
|
|
|
3
|
|
||
Total
|
|
$
|
3,856
|
|
|
$
|
4,157
|
|
•
|
Reports of Independent Registered Public Accounting Firm
|
•
|
Consolidated Statements of Operations for the fiscal years ended June 30, 2019, 2018 and 2017
|
•
|
Consolidated Statements of Comprehensive Loss for the fiscal years ended June 30, 2019, 2018 and 2017
|
•
|
Consolidated Statements of Financial Position as of June 30, 2019 and 2018
|
•
|
Consolidated Statements of Changes in Equity for the fiscal years ended June 30, 2019, 2018 and 2017
|
•
|
Consolidated Statements of Cash Flows for the fiscal years ended June 30, 2019, 2018 and 2017
|
•
|
Notes to the Consolidated Financial Statements
|
Exhibit
Number
|
|
Description
|
|
|
|
|
|
3.1
|
|
(1)
|
|
|
|
|
|
4.1
|
|
(2)
|
|
|
|
|
|
4.2
|
|
(3)
|
|
|
|
|
|
4.3
|
|
(4)
|
|
|
|
|
|
4.4
|
|
|
|
|
|
|
|
10.1
|
|
(4)
|
|
|
|
|
|
10.1
|
|
(5)
|
|
|
|
|
|
10.1
|
|
(6)
|
|
|
|
|
|
10.1
|
|
(3) #
|
|
|
|
|
|
10.2
|
|
(3) #
|
|
|
|
|
|
10.3
|
|
(3) #
|
|
|
|
|
|
10.4
|
|
(3) #
|
|
|
|
|
|
10.5
|
|
(3) #
|
|
|
|
|
|
10.6
|
|
(3) #
|
|
|
|
|
|
10.7
|
|
(3) #
|
|
|
|
|
|
10.8
|
|
(3) #
|
|
|
|
|
|
10.9
|
|
(3) #
|
|
|
|
|
|
10.10
|
|
(3) #
|
|
|
|
|
|
10.11
|
|
(3) #
|
|
|
|
|
|
10.12
|
|
(3) #
|
|
|
|
|
|
10.13
|
|
(3) #
|
|
|
|
|
|
10.14
|
|
(3) #
|
|
|
|
|
|
10.15
|
|
(3)
|
|
|
|
|
|
10.16
|
|
(3)
|
|
|
|
|
|
10.17
|
|
(3)
|
|
|
|
|
|
10.18
|
|
(3)
|
|
|
|
|
|
12.1
|
|
|
|
|
|
|
|
12.2
|
|
|
|
|
|
|
|
12.3
|
|
|
|
|
|
|
|
13.1
|
|
|
Exhibit
Number
|
|
Description
|
|
|
|
|
|
|
|
|
|
13.2
|
|
|
|
|
|
|
|
13.3
|
|
|
|
|
|
|
|
21.1
|
|
|
|
|
|
|
|
23.1
|
|
|
|
|
|
|
|
ATLASSIAN CORPORATION PLC
|
||||
|
|
|
|
||
Date: August 23, 2019
|
By:
|
|
/s/ MICHAEL CANNON-BROOKES
|
||
|
|
|
Name:
|
|
Michael Cannon-Brookes
|
|
|
|
Title:
|
|
Co-Chief Executive Officer
|
|
|
|
|
|
|
|
By:
|
|
/s/ SCOTT FARQUHAR
|
||
|
|
|
Name:
|
|
Scott Farquhar
|
|
|
|
Title:
|
|
Co-Chief Executive Officer
|
|
Page
|
Reports of Independent Registered Public Accounting Firm
|
|
Consolidated Statements of Operations
|
|
Consolidated Statements of Comprehensive Loss
|
|
Consolidated Statements of Financial Position
|
|
Consolidated Statements of Changes in Equity
|
|
Consolidated Statements of Cash Flows
|
|
Notes to Consolidated Financial Statements
|
|
Revenue recognition
|
Description of the Matter
|
As described in Note 2 to the consolidated financial statements, the Company adopted IFRS 15, Revenue from Contracts with Customers, during 2019. The Company primarily derives revenues from subscription-based arrangements for cloud-based services, as well as software license agreements that include bundled support and maintenance services for the term of the license period. The Company’s contracts with customers often contain multiple performance obligations, or promises to transfer multiple products and services to a customer, including both software products and services. To account for promised goods and services in accordance with IFRS 15, the Company allocates the transaction price to the distinct performance obligations on a relative standalone selling price basis and recognizes revenue when control of the distinct performance obligation is transferred. For example, the Company recognizes software license revenue at the time of delivery of the license and recognizes subscription and support revenue over time as the services are performed.
Auditing the Company’s recognition of revenue was challenging and complex due to the effort required to analyze the effect of IFRS 15 on the Company’s various product offerings as part of the Company’s implementation using the full retrospective method of adoption, as well as ongoing accounting. This involved assessing the terms and conditions of new or amended contracts with customers or new product or service offerings, and the determination of the relative standalone selling prices for each distinct performance obligation and the timing of recognition of revenue.
|
How We Addressed the Matter in Our Audit
|
We obtained an understanding, evaluated the design and tested the operating effectiveness of the Company's internal controls over the relevant terms of its contracts, the appropriate accounting for those terms under IFRS 15, including the identification of performance obligations, determination of the relative standalone selling price for each performance obligation, and the determination of the timing of recognition of revenue. This included testing relevant controls over the information systems that are important to the initiation, recording and billing of revenue transactions.
Among other procedures to evaluate management’s identification and determination of the distinct performance obligations, we read executed contracts for a sample of sales transactions to understand the contract, identified the promised goods and services in the contract and identified the distinct performance obligations. To test management’s determination of relative standalone selling price for each performance obligation, we performed audit procedures, among others, including assessing the appropriateness of the methodology applied, testing mathematical accuracy of the underlying data and calculations, and testing selections to corroborate the data underlying the Company’s calculations. We also evaluated whether the Company appropriately applied its revenue recognition policy to the arrangement to determine whether revenue was recognized in the correct amounts and periods. Finally, we assessed the appropriateness of the related disclosures in the consolidated financial statements.
|
|
Accounting for acquisitions
|
Description of the Matter
|
As described in Note 3 and Note 12 to the consolidated financial statements, the Company completed four acquisitions during 2019 for consideration of $423.9 million. The most significant of these were (1) the acquisition of all outstanding equity of OpsGenie Inc. for consideration of $259.5 million and (2) the acquisition of all outstanding equity of AgileCraft, LLC for consideration of $155.7 million.
Auditing the Company's accounting for its acquisitions of OpsGenie and AgileCraft was complex due to the significant estimation required by management in determining the fair value of the technology-related intangible assets and customer relationship intangible assets of $70.2 million and $65.5 million, respectively (collectively, “the intangible assets”). The significant estimation was primarily due to the judgmental nature of the inputs to the valuation models used to measure the fair value of these intangible assets, as well as the sensitivity of the respective fair values to the underlying significant assumptions. The Company used the discounted cash flow method of the income approach to measure the fair value of these intangible assets. The significant assumptions used to estimate the fair value of the intangible assets included revenue growth rates, technology migration curves, customer attrition rates and discount rates. These significant assumptions are forward-looking and could be affected by future economic and market conditions.
|
How We Addressed the Matter in Our Audit
|
We obtained an understanding, evaluated the design and tested the operating effectiveness of the controls over the Company’s accounting for acquisitions. For example, we tested controls over the valuation of intangible assets, including the valuation models and underlying assumptions used to develop such estimates.
For each of the Company's acquisitions, we read the purchase agreements, evaluated the significant assumptions and methods used in developing the fair value estimates, and tested the recognition of (1) the tangible assets acquired and liabilities assumed at fair value; (2) the identifiable intangible assets acquired at fair value; and (3) goodwill measured as a residual.
To test the estimated fair value of the intangible assets, we performed audit procedures that included, among others, evaluating the Company's use of the income approach (the multi-period excess earnings method and relief from royalty method) and testing the significant assumptions used in the model, as described above, including the completeness and accuracy of the underlying data. For example, we compared the significant assumptions to current industry, market and economic trends, to the assumptions used to value similar assets in other acquisitions, to the historical results of the acquired business and to other guideline companies within the same industry. We involved our valuation specialists to assist with our evaluation of the methodology used by the Company and significant assumptions included in the fair value estimates.
|
|
Realizability of the deferred tax assets
|
Description of the Matter
|
As described in Note 3 and Note 8 to the consolidated financial statements, at June 30, 2019, the Company has recognized gross deferred tax assets on deductible temporary differences of $17.1 million. 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 all or part of the deferred tax asset will be utilized, based on positive and negative evidence, including that sufficient future taxable income will be available.
Management’s analysis of the realizability of its deferred tax assets (including the recognition, measurement, and disclosure of deferred tax assets) was significant to our audit because the amounts are material to the financial statements. Auditing management’s assessment is complex and involves significant judgment as the Company’s ability to generate taxable income sufficient to utilize the asset may be impacted by various economic and industry conditions.
|
How We Addressed the Matter in Our Audit
|
We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over management’s projections of future taxable income and the future reversal of existing taxable temporary differences.
Among other audit procedures performed, we evaluated the positive and negative evidence in assessing whether the deferred tax assets are more likely than not to be utilized, including evaluating the trends of both the historical financial results and the projected sources of taxable income on both a world-wide basis and on a geographical jurisdiction basis, as well as other qualitative factors. We tested the completeness and accuracy of the underlying data. We further evaluated the application of local jurisdiction tax law in the Company’s projections of future taxable income. We also tested the Company’s scheduling of the reversal of existing taxable temporary differences.
|
|
|
|
Fiscal Year Ended June 30,
|
||||||||||
|
Notes
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
|
|
|
|
*As Adjusted
|
|
*As Adjusted
|
||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
||||
Subscription
|
|
|
$
|
633,950
|
|
|
$
|
410,694
|
|
|
$
|
249,823
|
|
Maintenance
|
|
|
394,526
|
|
|
326,511
|
|
|
264,453
|
|
|||
Perpetual license
|
|
|
93,593
|
|
|
83,171
|
|
|
74,058
|
|
|||
Other
|
|
|
88,058
|
|
|
60,602
|
|
|
38,350
|
|
|||
Total revenues
|
14
|
|
1,210,127
|
|
|
880,978
|
|
|
626,684
|
|
|||
Cost of revenues (1) (2)
|
|
|
210,285
|
|
|
172,690
|
|
|
119,161
|
|
|||
Gross profit
|
|
|
999,842
|
|
|
708,288
|
|
|
507,523
|
|
|||
Operating expenses:
|
|
|
|
|
|
|
|
||||||
Research and development (1) (2)
|
|
|
579,134
|
|
|
415,776
|
|
|
310,169
|
|
|||
Marketing and sales (1) (2)
|
|
|
268,356
|
|
|
187,315
|
|
|
134,404
|
|
|||
General and administrative (1)
|
|
|
215,714
|
|
|
151,242
|
|
|
118,784
|
|
|||
Total operating expenses
|
|
|
1,063,204
|
|
|
754,333
|
|
|
563,357
|
|
|||
Operating loss
|
|
|
(63,362
|
)
|
|
(46,045
|
)
|
|
(55,834
|
)
|
|||
Other non-operating expense, net
|
6
|
|
(535,453
|
)
|
|
(15,157
|
)
|
|
(1,342
|
)
|
|||
Finance income
|
|
|
33,500
|
|
|
9,877
|
|
|
4,851
|
|
|||
Finance costs
|
|
|
(40,241
|
)
|
|
(6,806
|
)
|
|
(75
|
)
|
|||
Loss before income tax (expense) benefit
|
|
|
(605,556
|
)
|
|
(58,131
|
)
|
|
(52,400
|
)
|
|||
Income tax (expense) benefit
|
8
|
|
(32,065
|
)
|
|
(55,301
|
)
|
|
14,951
|
|
|||
Net loss
|
|
|
$
|
(637,621
|
)
|
|
$
|
(113,432
|
)
|
|
$
|
(37,449
|
)
|
Net loss attributable to:
|
|
|
|
|
|
|
|
|
|||||
Owners of Atlassian Corporation Plc
|
|
|
$
|
(637,621
|
)
|
|
$
|
(113,432
|
)
|
|
$
|
(37,449
|
)
|
Net loss per share attributable to ordinary shareholders:
|
|
|
|
|
|
|
|
|
|||||
Basic
|
17
|
|
$
|
(2.67
|
)
|
|
$
|
(0.49
|
)
|
|
$
|
(0.17
|
)
|
Diluted
|
17
|
|
$
|
(2.67
|
)
|
|
$
|
(0.49
|
)
|
|
$
|
(0.17
|
)
|
Weighted-average shares outstanding used to compute net loss per share attributable to ordinary shareholders:
|
|
|
|
|
|
|
|
||||||
Basic
|
17
|
|
238,611
|
|
|
231,184
|
|
|
222,224
|
|
|||
Diluted
|
17
|
|
238,611
|
|
|
231,184
|
|
|
222,224
|
|
Cost of revenues
|
$
|
17,450
|
|
|
$
|
11,955
|
|
|
$
|
6,856
|
|
Research and development
|
149,049
|
|
|
98,609
|
|
|
79,384
|
|
|||
Marketing and sales
|
39,303
|
|
|
23,605
|
|
|
17,395
|
|
|||
General and administrative
|
51,960
|
|
|
28,704
|
|
|
33,813
|
|
Cost of revenues
|
$
|
27,997
|
|
|
$
|
21,188
|
|
|
$
|
14,587
|
|
Research and development
|
60
|
|
|
—
|
|
|
—
|
|
|||
Marketing and sales
|
28,744
|
|
|
36,090
|
|
|
15,269
|
|
|
|
|
Fiscal Year Ended June 30,
|
||||||||||
|
Notes
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
|
|
|
|
*As Adjusted
|
|
*As Adjusted
|
||||||
Net loss
|
|
|
$
|
(637,621
|
)
|
|
$
|
(113,432
|
)
|
|
$
|
(37,449
|
)
|
Items that will not be reclassified to profit or loss in subsequent periods:
|
|
|
|
|
|
|
|
||||||
Net change in unrealized gain on investments classified at fair value through other comprehensive income
|
5
|
|
38,662
|
|
|
—
|
|
|
—
|
|
|||
Income tax effect
|
|
|
(8,813
|
)
|
|
—
|
|
|
—
|
|
|||
Other comprehensive income for items that will not be reclassified to profit or loss, net of tax
|
|
|
29,849
|
|
|
—
|
|
|
—
|
|
|||
Items that will be reclassified to profit or loss in subsequent periods:
|
|
|
|
|
|
|
|
||||||
Foreign currency translation adjustment
|
|
|
(35
|
)
|
|
118
|
|
|
140
|
|
|||
Net change in unrealized gain (loss) on investments classified at fair value through other comprehensive income (loss)
|
5
|
|
1,340
|
|
|
(586
|
)
|
|
(945
|
)
|
|||
Net gain (loss) on derivatives designated as hedging instruments
|
5
|
|
1,539
|
|
|
(8,341
|
)
|
|
3,164
|
|
|||
Income tax effect
|
|
|
(553
|
)
|
|
2,502
|
|
|
(812
|
)
|
|||
Other comprehensive income (loss) after tax that will be reclassified to profit or loss in subsequent periods
|
|
|
2,291
|
|
|
(6,307
|
)
|
|
1,547
|
|
|||
Other comprehensive income (loss)
|
|
|
32,140
|
|
|
(6,307
|
)
|
|
1,547
|
|
|||
Total comprehensive loss, net of tax
|
|
|
$
|
(605,481
|
)
|
|
$
|
(119,739
|
)
|
|
$
|
(35,902
|
)
|
Total comprehensive loss attributable to:
|
|
|
|
|
|
|
|
||||||
Owners of Atlassian Corporation Plc
|
|
|
$
|
(605,481
|
)
|
|
$
|
(119,739
|
)
|
|
$
|
(35,902
|
)
|
|
|
|
June 30,
|
||||||
|
Notes
|
|
2019
|
|
2018
|
||||
|
|
|
|
|
*As Adjusted
|
||||
Assets
|
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
|
||||
Cash and cash equivalents
|
13
|
|
$
|
1,268,441
|
|
|
$
|
1,410,339
|
|
Short-term investments
|
5
|
|
445,046
|
|
|
323,134
|
|
||
Trade receivables
|
9
|
|
82,525
|
|
|
46,141
|
|
||
Tax receivables
|
|
|
707
|
|
|
12,622
|
|
||
Derivative assets
|
5,15
|
|
215,156
|
|
|
60
|
|
||
Prepaid expenses and other current assets
|
13
|
|
30,236
|
|
|
29,735
|
|
||
Total current assets
|
|
|
2,042,111
|
|
|
1,822,031
|
|
||
Non-current assets:
|
|
|
|
|
|
||||
Property and equipment, net
|
10
|
|
81,459
|
|
|
51,656
|
|
||
Deferred tax assets
|
8
|
|
17,084
|
|
|
59,220
|
|
||
Goodwill
|
11
|
|
608,907
|
|
|
311,943
|
|
||
Intangible assets, net
|
11
|
|
150,975
|
|
|
63,577
|
|
||
Derivative assets
|
5,15
|
|
77
|
|
|
99,935
|
|
||
Other non-current assets
|
13
|
|
76,645
|
|
|
13,466
|
|
||
Total non-current assets
|
|
|
935,147
|
|
|
599,797
|
|
||
Total assets
|
|
|
$
|
2,977,258
|
|
|
$
|
2,421,828
|
|
Liabilities
|
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
|
||||
Trade and other payables
|
13
|
|
$
|
159,487
|
|
|
$
|
107,892
|
|
Current tax liabilities
|
|
|
11,703
|
|
|
172
|
|
||
Provisions
|
13
|
|
8,983
|
|
|
7,215
|
|
||
Deferred revenue
|
14
|
|
440,954
|
|
|
324,394
|
|
||
Derivative liabilities
|
5,15
|
|
855,005
|
|
|
5,213
|
|
||
Current portion of exchangeable senior notes, net
|
15
|
|
853,576
|
|
|
—
|
|
||
Total current liabilities
|
|
|
2,329,708
|
|
|
444,886
|
|
||
Non-current liabilities:
|
|
|
|
|
|
||||
Deferred tax liabilities
|
8
|
|
13,872
|
|
|
12,160
|
|
||
Provisions
|
13
|
|
6,082
|
|
|
4,363
|
|
||
Deferred revenue
|
14
|
|
27,866
|
|
|
18,477
|
|
||
Exchangeable senior notes, net
|
15
|
|
—
|
|
|
819,637
|
|
||
Derivative liabilities
|
5,15
|
|
74
|
|
|
202,757
|
|
||
Other non-current liabilities
|
13
|
|
34,189
|
|
|
12,228
|
|
||
Total non-current liabilities
|
|
|
82,083
|
|
|
1,069,622
|
|
||
Total liabilities
|
|
|
$
|
2,411,791
|
|
|
$
|
1,514,508
|
|
Equity
|
|
|
|
|
|
||||
Share capital
|
16
|
|
$
|
24,199
|
|
|
$
|
23,531
|
|
Share premium
|
16
|
|
458,166
|
|
|
454,766
|
|
||
Other capital reserves
|
16
|
|
816,660
|
|
|
557,100
|
|
||
Other components of equity
|
16
|
|
32,079
|
|
|
(61
|
)
|
||
Accumulated deficit
|
|
|
(765,637
|
)
|
|
(128,016
|
)
|
||
Total equity
|
|
|
$
|
565,467
|
|
|
$
|
907,320
|
|
Total liabilities and equity
|
|
|
$
|
2,977,258
|
|
|
$
|
2,421,828
|
|
|
|
|
|
|
|
|
|
|
Other components of equity
|
|
|
|
|
||||||||||||||||||||
|
Notes
|
|
Share capital
|
|
Share premium
|
|
Other capital reserves
|
|
Cash flow hedge reserve
|
|
Foreign currency translation reserve
|
|
Investments at fair value through other comprehensive income reserve
|
|
Retained earnings (accumulated deficit)
|
|
Total equity
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*As Adjusted
|
||||||||||||||||||
Balance as of June 30, 2016
|
|
|
$
|
21,620
|
|
|
$
|
441,734
|
|
|
$
|
244,335
|
|
|
$
|
—
|
|
|
$
|
4,149
|
|
|
$
|
550
|
|
|
$
|
22,865
|
|
|
$
|
735,253
|
|
Net loss
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(37,449
|
)
|
|
(37,449
|
)
|
||||||||
Other comprehensive income (loss), net of tax
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,215
|
|
|
140
|
|
|
(808
|
)
|
|
—
|
|
|
1,547
|
|
||||||||
Total comprehensive income (loss), net of tax
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,215
|
|
|
140
|
|
|
(808
|
)
|
|
(37,449
|
)
|
|
(35,902
|
)
|
||||||||
Issuance of ordinary shares upon exercise of share options
|
16
|
|
640
|
|
|
8,858
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,498
|
|
||||||||
Vesting of early exercised shares
|
16
|
|
15
|
|
|
367
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
382
|
|
||||||||
Issuance of ordinary shares for settlement of restricted share units (RSUs)
|
16
|
|
451
|
|
|
—
|
|
|
(451
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Share-based payment
|
7
|
|
—
|
|
|
—
|
|
|
137,458
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
137,458
|
|
||||||||
Replacement equity awards related to business combination
|
12
|
|
—
|
|
|
—
|
|
|
20,193
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
20,193
|
|
||||||||
Tax benefit from share plans
|
8
|
|
—
|
|
|
—
|
|
|
35,811
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
35,811
|
|
||||||||
|
|
|
1,106
|
|
|
9,225
|
|
|
193,011
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
203,342
|
|
||||||||
Balance as of June 30, 2017
|
|
|
22,726
|
|
|
450,959
|
|
|
437,346
|
|
|
2,215
|
|
|
4,289
|
|
|
(258
|
)
|
|
(14,584
|
)
|
|
902,693
|
|
||||||||
Net loss
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(113,432
|
)
|
|
(113,432
|
)
|
||||||||
Other comprehensive income (loss), net of tax
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,839
|
)
|
|
118
|
|
|
(586
|
)
|
|
—
|
|
|
(6,307
|
)
|
||||||||
Total comprehensive income (loss), net of tax
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,839
|
)
|
|
118
|
|
|
(586
|
)
|
|
(113,432
|
)
|
|
(119,739
|
)
|
||||||||
Issuance of ordinary shares upon exercise of share options
|
16
|
|
243
|
|
|
3,761
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,004
|
|
||||||||
Vesting of early exercised shares
|
16
|
|
37
|
|
|
46
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
83
|
|
||||||||
Issuance of ordinary shares for settlement of restricted share units (RSUs)
|
16
|
|
525
|
|
|
—
|
|
|
(525
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Share-based payment
|
7
|
|
—
|
|
|
—
|
|
|
162,873
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
162,873
|
|
||||||||
Tax benefit from share plans
|
|
|
—
|
|
|
—
|
|
|
140
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
140
|
|
||||||||
Reduction in deferred tax assets
|
8
|
|
—
|
|
|
—
|
|
|
(42,734
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(42,734
|
)
|
||||||||
|
|
|
805
|
|
|
3,807
|
|
|
119,754
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
124,366
|
|
||||||||
Balance as of June 30, 2018
|
|
|
23,531
|
|
|
454,766
|
|
|
557,100
|
|
|
(3,624
|
)
|
|
4,407
|
|
|
(844
|
)
|
|
(128,016
|
)
|
|
907,320
|
|
||||||||
Net loss
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(637,621
|
)
|
|
(637,621
|
)
|
||||||||
Other comprehensive income (loss), net of tax
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,077
|
|
|
(35
|
)
|
|
31,098
|
|
|
—
|
|
|
32,140
|
|
||||||||
Total comprehensive income (loss), net of tax
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,077
|
|
|
(35
|
)
|
|
31,098
|
|
|
(637,621
|
)
|
|
(605,481
|
)
|
||||||||
Issuance of ordinary shares upon exercise of share options
|
16
|
|
150
|
|
|
3,392
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,542
|
|
||||||||
Vesting of early exercised shares
|
16
|
|
51
|
|
|
8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
59
|
|
||||||||
Issuance of ordinary shares for settlement of restricted share units (RSUs)
|
16
|
|
467
|
|
|
—
|
|
|
(467
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Share-based payment
|
7
|
|
—
|
|
|
—
|
|
|
257,777
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
257,777
|
|
||||||||
Replacement equity awards related to business combination
|
12
|
|
—
|
|
|
—
|
|
|
1,768
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,768
|
|
||||||||
Tax benefit from share plans
|
|
|
—
|
|
|
—
|
|
|
482
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
482
|
|
||||||||
|
|
|
668
|
|
|
3,400
|
|
|
259,560
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
263,628
|
|
||||||||
Balance as of June 30, 2019
|
|
|
$
|
24,199
|
|
|
$
|
458,166
|
|
|
$
|
816,660
|
|
|
$
|
(2,547
|
)
|
|
$
|
4,372
|
|
|
$
|
30,254
|
|
|
$
|
(765,637
|
)
|
|
565,467
|
|
|
|
|
Fiscal Year Ended June 30,
|
||||||||||
|
Notes
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
|
|
|
|
*As Adjusted
|
|
*As Adjusted
|
||||||
Operating activities
|
|
|
|
|
|
|
|
|
|
||||
Loss before income tax (expense) benefit
|
|
|
$
|
(605,556
|
)
|
|
$
|
(58,131
|
)
|
|
$
|
(52,400
|
)
|
Adjustments to reconcile loss before income tax expense to net cash provided by operating activities:
|
|
|
|
|
|
|
|
||||||
Depreciation and amortization
|
10, 11
|
|
70,248
|
|
|
79,435
|
|
|
61,546
|
|
|||
Gain on sale of investments and other assets
|
|
|
(2,357
|
)
|
|
(1,163
|
)
|
|
(397
|
)
|
|||
Net unrealized foreign currency (gain) loss
|
|
|
(770
|
)
|
|
(188
|
)
|
|
93
|
|
|||
Share-based payment expense
|
7
|
|
257,762
|
|
|
162,873
|
|
|
137,448
|
|
|||
Net unrealized loss on exchange derivative and capped call transactions
|
6
|
|
533,908
|
|
|
12,414
|
|
|
—
|
|
|||
Amortization of debt discount and issuance cost
|
|
|
33,939
|
|
|
7,478
|
|
|
—
|
|
|||
Interest income
|
|
|
(33,500
|
)
|
|
(9,877
|
)
|
|
(4,851
|
)
|
|||
Interest expense
|
|
|
6,302
|
|
|
1,113
|
|
|
—
|
|
|||
Changes in assets and liabilities:
|
|
|
|
|
|
|
|
||||||
Trade receivables
|
9
|
|
(30,211
|
)
|
|
(19,635
|
)
|
|
(10,208
|
)
|
|||
Prepaid expenses and other assets
|
|
|
1,085
|
|
|
(8,449
|
)
|
|
(6,438
|
)
|
|||
Trade and other payables, provisions and other non-current liabilities
|
|
|
75,624
|
|
|
43,477
|
|
|
10,947
|
|
|||
Deferred revenue
|
14
|
|
122,502
|
|
|
97,676
|
|
|
66,143
|
|
|||
Interest received
|
|
|
30,328
|
|
|
8,679
|
|
|
6,540
|
|
|||
Income tax refunds received (income tax paid), net
|
|
|
7,038
|
|
|
(4,246
|
)
|
|
(9,042
|
)
|
|||
Net cash provided by operating activities
|
|
|
466,342
|
|
|
311,456
|
|
|
199,381
|
|
|||
Investing activities
|
|
|
|
|
|
|
|
||||||
Business combinations, net of cash acquired
|
12
|
|
(418,595
|
)
|
|
—
|
|
|
(381,090
|
)
|
|||
Purchases of intangible assets
|
|
|
(2,110
|
)
|
|
—
|
|
|
(925
|
)
|
|||
Purchases of property and equipment
|
|
|
(44,192
|
)
|
|
(30,209
|
)
|
|
(15,129
|
)
|
|||
Proceeds from sales of property, equipment and intangible assets
|
|
|
3,721
|
|
|
2,775
|
|
|
342
|
|
|||
Purchases of investments
|
|
|
(648,036
|
)
|
|
(347,822
|
)
|
|
(423,540
|
)
|
|||
Proceeds from maturities of investments
|
|
|
485,021
|
|
|
206,119
|
|
|
111,403
|
|
|||
Proceeds from sales of investments
|
|
|
20,545
|
|
|
123,862
|
|
|
488,672
|
|
|||
Increase in restricted cash
|
|
|
(552
|
)
|
|
(3,131
|
)
|
|
(3,371
|
)
|
|||
Payment of deferred consideration
|
|
|
—
|
|
|
(3,290
|
)
|
|
(935
|
)
|
|||
Net cash used in investing activities
|
|
|
(604,198
|
)
|
|
(51,696
|
)
|
|
(224,573
|
)
|
|||
Financing activities
|
|
|
|
|
|
|
|
||||||
Proceeds from exercise of share options
|
|
|
3,542
|
|
|
3,995
|
|
|
9,438
|
|
|||
(Payment of issuance cost) proceeds from issuance of exchangeable senior notes, net of discount and issuance costs
|
15
|
|
(410
|
)
|
|
990,494
|
|
|
—
|
|
|||
Purchase of capped calls
|
15
|
|
—
|
|
|
(87,700
|
)
|
|
—
|
|
|||
Interest paid
|
|
|
(6,319
|
)
|
|
—
|
|
|
—
|
|
|||
Net cash (used in) provided by financing activities
|
|
|
(3,187
|
)
|
|
906,789
|
|
|
9,438
|
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
|
|
(855
|
)
|
|
(630
|
)
|
|
465
|
|
|||
Net (decrease) increase in cash and cash equivalents
|
|
|
(141,898
|
)
|
|
1,165,919
|
|
|
(15,289
|
)
|
|||
Cash and cash equivalents at beginning of period
|
|
|
1,410,339
|
|
|
244,420
|
|
|
259,709
|
|
|||
Cash and cash equivalents at end of period
|
|
|
$
|
1,268,441
|
|
|
$
|
1,410,339
|
|
|
$
|
244,420
|
|
•
|
For completed contracts that have variable consideration, we have elected to use the transaction price at the date the contract was completed rather than estimating variable consideration amounts in comparative reporting periods;
|
•
|
For all reporting periods presented before the date of initial application, we have elected to not disclose the amount of the transaction price allocated to remaining performance obligations and an explanation of when we expect to recognize that amount as revenue;
|
•
|
We have elected to reflect the aggregate effect of all modifications that occurred before fiscal 2017 with respect to identifying the satisfied and unsatisfied performance obligations, determining the transaction price and allocating the transaction price to the satisfied and unsatisfied performance obligations; and
|
•
|
We have elected to recognize the incremental costs of obtaining a contract as an expense when incurred if the amortization period of the asset otherwise would have been recognized is one year or less.
|
|
Year ended June 30, 2018
|
||||||||||
|
As Reported
|
|
IFRS 15 Adjustment
|
|
As Adjusted
|
||||||
|
(U.S. $ in thousands, except per share data)
|
||||||||||
Revenues:
|
|
|
|
|
|
||||||
Subscription
|
$
|
403,214
|
|
|
$
|
7,480
|
|
|
$
|
410,694
|
|
Maintenance
|
325,898
|
|
|
613
|
|
|
326,511
|
|
|||
Perpetual license
|
85,481
|
|
|
(2,310
|
)
|
|
83,171
|
|
|||
Other
|
59,357
|
|
|
1,245
|
|
|
60,602
|
|
|||
Total revenues
|
873,950
|
|
|
7,028
|
|
|
880,978
|
|
|||
Total operating expenses
|
755,008
|
|
|
(675
|
)
|
|
754,333
|
|
|||
Income tax expense
|
(53,507
|
)
|
|
(1,794
|
)
|
|
(55,301
|
)
|
|||
Net loss
|
$
|
(119,341
|
)
|
|
$
|
5,909
|
|
|
$
|
(113,432
|
)
|
Basic loss per share
|
$
|
(0.52
|
)
|
|
$
|
0.03
|
|
|
$
|
(0.49
|
)
|
Diluted loss per share
|
$
|
(0.52
|
)
|
|
$
|
0.03
|
|
|
$
|
(0.49
|
)
|
|
Year ended June 30, 2017
|
||||||||||
|
As Reported
|
|
IFRS 15 Adjustment
|
|
As Adjusted
|
||||||
|
(U.S. $ in thousands, except per share data)
|
||||||||||
Revenues:
|
|
|
|
|
|
||||||
Subscription
|
$
|
242,128
|
|
|
$
|
7,695
|
|
|
$
|
249,823
|
|
Maintenance
|
265,521
|
|
|
(1,068
|
)
|
|
264,453
|
|
|||
Perpetual license
|
74,565
|
|
|
(507
|
)
|
|
74,058
|
|
|||
Other
|
37,722
|
|
|
628
|
|
|
38,350
|
|
|||
Total revenues
|
619,936
|
|
|
6,748
|
|
|
626,684
|
|
|||
Total operating expenses
|
563,861
|
|
|
(504
|
)
|
|
563,357
|
|
|||
Income tax benefit
|
17,148
|
|
|
(2,197
|
)
|
|
14,951
|
|
|||
Net loss
|
$
|
(42,504
|
)
|
|
$
|
5,055
|
|
|
$
|
(37,449
|
)
|
Basic loss per share
|
$
|
(0.19
|
)
|
|
$
|
0.02
|
|
|
$
|
(0.17
|
)
|
Diluted loss per share
|
$
|
(0.19
|
)
|
|
$
|
0.02
|
|
|
$
|
(0.17
|
)
|
|
As of June 30, 2018
|
||||||||||
|
As Reported
|
|
IFRS 15 Adjustment
|
|
As Adjusted
|
||||||
|
(U.S. $ in thousands)
|
||||||||||
Current assets:
|
|
|
|
|
|
||||||
Prepaid expenses and other current assets
|
$
|
28,159
|
|
|
$
|
1,576
|
|
|
$
|
29,735
|
|
Non-current assets:
|
|
|
|
|
|
||||||
Deferred tax assets
|
64,662
|
|
|
(5,442
|
)
|
|
59,220
|
|
|||
Other non-current assets
|
12,286
|
|
|
1,180
|
|
|
13,466
|
|
|||
Current liabilities:
|
|
|
|
|
|
||||||
Deferred revenue
|
340,834
|
|
|
(16,440
|
)
|
|
324,394
|
|
|||
Non-current liabilities:
|
|
|
|
|
|
||||||
Deferred tax liabilities
|
12,051
|
|
|
109
|
|
|
12,160
|
|
|||
Deferred revenue
|
19,386
|
|
|
(909
|
)
|
|
18,477
|
|
|||
Equity
|
|
|
|
|
|
||||||
Accumulated deficit
|
(142,570
|
)
|
|
14,554
|
|
|
(128,016
|
)
|
|
As of June 30, 2017
|
||||||||||
|
As Reported
|
|
IFRS 15 Adjustment
|
|
As Adjusted
|
||||||
|
(U.S. $ in thousands)
|
||||||||||
Current assets:
|
|
|
|
|
|
||||||
Prepaid expenses and other current assets
|
$
|
23,317
|
|
|
$
|
822
|
|
|
$
|
24,139
|
|
Non-current assets:
|
|
|
|
|
|
||||||
Deferred tax assets
|
188,239
|
|
|
(3,341
|
)
|
|
184,898
|
|
|||
Other non-current assets
|
9,269
|
|
|
778
|
|
|
10,047
|
|
|||
Current liabilities:
|
|
|
|
|
|
||||||
Deferred revenue
|
245,306
|
|
|
(10,541
|
)
|
|
234,765
|
|
|||
Non-current liabilities:
|
|
|
|
|
|
||||||
Deferred tax liabilities
|
43,950
|
|
|
416
|
|
|
44,366
|
|
|||
Deferred revenue
|
10,691
|
|
|
(261
|
)
|
|
10,430
|
|
|||
Equity
|
|
|
|
|
|
||||||
Accumulated deficit
|
$
|
(23,229
|
)
|
|
$
|
8,645
|
|
|
$
|
(14,584
|
)
|
•
|
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
|
Equipment
|
3 - 5 years
|
Computer hardware and computer-related software
|
3 - 5 years
|
Furniture and fittings
|
5 - 10 years
|
Leasehold improvements
|
Shorter of the remaining lease term or 7 years
|
Patents, trademarks and other rights
|
2 - 12 years
|
Customer relationships
|
2 - 10 years
|
Acquired developed technology
|
2 - 10 years
|
Name
|
|
Country of Incorporation
|
Atlassian (UK) Limited
|
|
United Kingdom, United States of America
|
Atlassian (UK) Holdings Limited
|
|
United Kingdom, United States of America
|
Atlassian (Australia) Limited
|
|
United Kingdom, United States of America
|
Atlassian (Global) Limited (1)
|
|
United Kingdom
|
Atlassian (UK) Operations Limited
|
|
United Kingdom
|
Atlassian, Inc.
|
|
United States of America
|
Atlassian Network Services, Inc.
|
|
United States of America
|
Dogwood Labs, Inc.
|
|
United States of America
|
Trello, Inc.
|
|
United States of America
|
AgileCraft LLC
|
|
United States of America
|
AgileCraft Australia Pty Ltd
|
|
Australia
|
OpsGenie, Inc.
|
|
United States of America
|
Opsgenie Yazılım Anonim Şirketi
|
|
Turkey
|
iFountain, LLC
|
|
United States of America
|
Atlassian Australia 1 Pty Ltd
|
|
Australia
|
Atlassian Australia 2 Pty Ltd
|
|
Australia
|
Atlassian Corporation Pty. Ltd.
|
|
Australia
|
Atlassian Pty Ltd
|
|
Australia
|
Good Software Co. Pty. Ltd.
|
|
Australia
|
Atlassian Capital Pty. Ltd.
|
|
Australia
|
MITT Australia Pty Ltd
|
|
Australia
|
MITT Trust
|
|
Australia
|
Atlassian K.K.
|
|
Japan
|
Atlassian Germany GmbH
|
|
Germany
|
Atlassian Holdings B.V.
|
|
Netherlands
|
Atlassian Philippines, Inc.
|
|
Philippines
|
Atlassian France SAS
|
|
France
|
Atlassian B.V.
|
|
Netherlands
|
Atlassian Canada Inc.
|
|
Canada
|
Atlassian India LLP
|
|
India
|
|
Up to 12 Months
|
|
Greater than 12 Months
|
|
Total
|
||||||
|
(U.S. $ in thousands)
|
||||||||||
As of June 30, 2019
|
|
|
|
|
|
||||||
Financial liabilities:
|
|
|
|
|
|
||||||
Trade and other payables
|
$
|
159,487
|
|
|
$
|
—
|
|
|
$
|
159,487
|
|
Derivative liabilities
|
3,879
|
|
|
74
|
|
|
3,953
|
|
|||
Exchangeable senior notes (1)
|
1,604,923
|
|
|
—
|
|
|
1,604,923
|
|
|||
|
$
|
1,768,289
|
|
|
$
|
74
|
|
|
$
|
1,768,363
|
|
As of June 30, 2018
|
|
|
|
|
|
||||||
Financial liabilities:
|
|
|
|
|
|
||||||
Trade and other payables
|
$
|
107,892
|
|
|
$
|
—
|
|
|
$
|
107,892
|
|
Derivative liabilities
|
5,213
|
|
|
204
|
|
|
5,417
|
|
|||
Exchangeable senior notes
|
—
|
|
|
1,000,000
|
|
|
1,000,000
|
|
|||
|
$
|
113,105
|
|
|
$
|
1,000,204
|
|
|
$
|
1,113,309
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
(U.S. $ in thousands)
|
||||||||||||||
Assets measured at fair value
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents:
|
|
|
|
|
|
|
|
||||||||
Money market funds
|
$
|
593,696
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
593,696
|
|
U.S. treasury securities
|
—
|
|
|
6,996
|
|
|
—
|
|
|
6,996
|
|
||||
Agency securities
|
—
|
|
|
8,084
|
|
|
—
|
|
|
8,084
|
|
||||
Certificates of deposit and time deposits
|
—
|
|
|
9,844
|
|
|
—
|
|
|
9,844
|
|
||||
Commercial paper
|
—
|
|
|
67,327
|
|
|
—
|
|
|
67,327
|
|
||||
Corporate debt securities
|
—
|
|
|
7,560
|
|
|
—
|
|
|
7,560
|
|
||||
Short-term Investments:
|
|
|
|
|
|
|
|
||||||||
U.S. treasury securities
|
—
|
|
|
101,759
|
|
|
—
|
|
|
101,759
|
|
||||
Agency securities
|
—
|
|
|
26,966
|
|
|
—
|
|
|
26,966
|
|
||||
Certificates of deposit and time deposits
|
—
|
|
|
20,466
|
|
|
—
|
|
|
20,466
|
|
||||
Commercial paper
|
—
|
|
|
94,035
|
|
|
—
|
|
|
94,035
|
|
||||
Corporate debt securities
|
—
|
|
|
201,820
|
|
|
—
|
|
|
201,820
|
|
||||
Current derivative assets:
|
|
|
|
|
|
|
|
||||||||
Derivative assets - hedging
|
—
|
|
|
559
|
|
|
—
|
|
|
559
|
|
||||
Derivative assets - capped call transactions
|
—
|
|
|
—
|
|
|
214,597
|
|
|
214,597
|
|
||||
Non-current derivative assets:
|
|
|
|
|
|
|
|
||||||||
Derivative assets - hedging
|
—
|
|
|
77
|
|
|
—
|
|
|
77
|
|
||||
Other non-current assets:
|
|
|
|
|
|
|
|
||||||||
Certificates of deposit and time deposits
|
—
|
|
|
3,660
|
|
|
—
|
|
|
3,660
|
|
||||
Marketable equity securities
|
58,932
|
|
|
—
|
|
|
—
|
|
|
58,932
|
|
||||
Non-marketable equity securities
|
—
|
|
|
—
|
|
|
3,000
|
|
|
3,000
|
|
||||
Total assets measured at fair value
|
$
|
652,628
|
|
|
$
|
549,153
|
|
|
$
|
217,597
|
|
|
$
|
1,419,378
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities measured at fair value
|
|
|
|
|
|
|
|
||||||||
Current derivative liabilities:
|
|
|
|
|
|
|
|
||||||||
Derivative liabilities - hedging
|
$
|
—
|
|
|
$
|
3,879
|
|
|
$
|
—
|
|
|
$
|
3,879
|
|
Derivative liabilities - exchangeable feature of Notes
|
—
|
|
|
—
|
|
|
851,126
|
|
|
851,126
|
|
||||
Non-current derivative liabilities:
|
|
|
|
|
|
|
|
||||||||
Derivative liabilities - hedging
|
—
|
|
|
74
|
|
|
—
|
|
|
74
|
|
||||
Total liabilities measured at fair value
|
$
|
—
|
|
|
$
|
3,953
|
|
|
$
|
851,126
|
|
|
$
|
855,079
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities for which fair value is disclosed
|
|
|
|
|
|
|
|
||||||||
Exchangeable senior notes
|
$
|
—
|
|
|
$
|
1,697,200
|
|
|
$
|
—
|
|
|
$
|
1,697,200
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
(U.S. $ in thousands)
|
||||||||||||||
Assets measured at fair value
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents:
|
|
|
|
|
|
|
|
||||||||
Money market funds
|
$
|
693,596
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
693,596
|
|
Commercial paper
|
—
|
|
|
29,118
|
|
|
—
|
|
|
29,118
|
|
||||
Agency securities
|
—
|
|
|
7,989
|
|
|
—
|
|
|
7,989
|
|
||||
Corporate debt securities
|
—
|
|
|
1,000
|
|
|
—
|
|
|
1,000
|
|
||||
U.S. treasury securities
|
—
|
|
|
18,968
|
|
|
—
|
|
|
18,968
|
|
||||
Short-term Investments
|
|
|
|
|
|
|
|
||||||||
U.S. treasury securities
|
—
|
|
|
52,700
|
|
|
—
|
|
|
52,700
|
|
||||
Agency securities
|
—
|
|
|
22,015
|
|
|
—
|
|
|
22,015
|
|
||||
Certificates of deposit and time deposits
|
—
|
|
|
55,164
|
|
|
—
|
|
|
55,164
|
|
||||
Commercial paper
|
—
|
|
|
35,372
|
|
|
—
|
|
|
35,372
|
|
||||
Corporate debt securities
|
—
|
|
|
157,883
|
|
|
—
|
|
|
157,883
|
|
||||
Current derivative assets:
|
|
|
|
|
|
|
|
||||||||
Derivative assets- hedging
|
—
|
|
|
60
|
|
|
—
|
|
|
60
|
|
||||
Non-current derivative assets:
|
|
|
|
|
|
|
|
||||||||
Derivative assets- hedging
|
—
|
|
|
3
|
|
|
—
|
|
|
3
|
|
||||
Derivative assets- capped call transactions
|
—
|
|
|
—
|
|
|
99,932
|
|
|
99,932
|
|
||||
Other non-current assets:
|
|
|
|
|
|
|
|
||||||||
Certificates of deposit and time deposits
|
—
|
|
|
3,660
|
|
|
—
|
|
|
3,660
|
|
||||
Total assets measured at fair value
|
$
|
693,596
|
|
|
$
|
383,932
|
|
|
$
|
99,932
|
|
|
$
|
1,177,460
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities measured at fair value
|
|
|
|
|
|
|
|
||||||||
Current derivative liabilities:
|
|
|
|
|
|
|
|
||||||||
Derivative liabilities- hedging
|
$
|
—
|
|
|
$
|
5,213
|
|
|
$
|
—
|
|
|
$
|
5,213
|
|
Non-current derivative liabilities:
|
|
|
|
|
|
|
|
||||||||
Derivative liabilities- hedging
|
—
|
|
|
204
|
|
|
—
|
|
|
204
|
|
||||
Derivative liabilities- embedded exchange feature of the exchangeable senior notes
|
—
|
|
|
—
|
|
|
202,553
|
|
|
202,553
|
|
||||
Total liabilities measured at fair value
|
$
|
—
|
|
|
$
|
5,417
|
|
|
$
|
202,553
|
|
|
$
|
207,970
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities for which fair value is disclosed
|
|
|
|
|
|
|
|
||||||||
Exchangeable senior notes
|
$
|
—
|
|
|
$
|
1,033,030
|
|
|
$
|
—
|
|
|
$
|
1,033,030
|
|
|
Capped Call
|
|
Embedded exchange feature of Notes
|
|
Non-marketable investments
|
||||||
|
(U.S. $ in thousands)
|
||||||||||
Balance as of June 30, 2017
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Purchases
|
87,700
|
|
|
(177,907
|
)
|
|
—
|
|
|||
Gains (losses)
|
|
|
|
|
|
||||||
Recognized in other non-operating (expense) income, net
|
12,232
|
|
|
(24,646
|
)
|
|
—
|
|
|||
Balance as of June 30, 2018
|
99,932
|
|
|
(202,553
|
)
|
|
—
|
|
|||
Change in unrealized gains (losses) relating to assets and liabilities held as of June 30, 2018
|
|
|
|
|
|
||||||
Recognized in other non-operating income (expense), net
|
12,232
|
|
|
(24,646
|
)
|
|
—
|
|
|||
|
|
|
|
|
|
||||||
Balance as of June 30, 2018
|
$
|
99,932
|
|
|
$
|
(202,553
|
)
|
|
$
|
—
|
|
Purchases
|
—
|
|
|
—
|
|
|
23,000
|
|
|||
Transfer out
|
—
|
|
|
—
|
|
|
(20,942
|
)
|
|||
Gains (losses)
|
|
|
|
|
|
||||||
Recognized in finance income
|
—
|
|
|
—
|
|
|
270
|
|
|||
Recognized in other non-operating (expense) income, net
|
114,665
|
|
|
(648,573
|
)
|
|
—
|
|
|||
Recognized in other comprehensive income
|
—
|
|
|
—
|
|
|
672
|
|
|||
Balance as of June 30, 2019
|
$
|
214,597
|
|
|
$
|
(851,126
|
)
|
|
$
|
3,000
|
|
Change in unrealized gains (losses) relating to assets and liabilities held as of June 30, 2019
|
|
|
|
|
|
|
|
|
|||
Recognized in other non-operating income (expense), net
|
114,665
|
|
|
(648,573
|
)
|
|
—
|
|
|
Amortized Cost
|
|
Unrealized Gains
|
|
Unrealized Losses
|
|
Fair Value
|
||||||||
|
(U.S. $ in thousands)
|
||||||||||||||
Debt Investments
|
|
|
|
|
|
|
|
||||||||
Marketable debt securities
|
|
|
|
|
|
|
|
||||||||
U.S. treasury securities
|
$
|
101,563
|
|
|
$
|
203
|
|
|
$
|
(7
|
)
|
|
101,759
|
|
|
Agency securities
|
26,936
|
|
|
33
|
|
|
(3
|
)
|
|
26,966
|
|
||||
Certificates of deposit and time deposits
|
24,126
|
|
|
—
|
|
|
—
|
|
|
24,126
|
|
||||
Commercial paper
|
94,035
|
|
|
—
|
|
|
—
|
|
|
94,035
|
|
||||
Corporate debt securities
|
201,552
|
|
|
292
|
|
|
(24
|
)
|
|
201,820
|
|
||||
Total debt investments
|
448,212
|
|
|
528
|
|
|
(34
|
)
|
|
448,706
|
|
||||
Equity Investments
|
|
|
|
|
|
|
|
||||||||
Marketable equity securities
|
20,270
|
|
|
38,662
|
|
|
—
|
|
|
58,932
|
|
||||
Non-marketable equity securities
|
3,000
|
|
|
—
|
|
|
—
|
|
|
3,000
|
|
||||
Total equity investments
|
23,270
|
|
|
38,662
|
|
|
—
|
|
|
61,932
|
|
||||
Total investments
|
$
|
471,482
|
|
|
$
|
39,190
|
|
|
$
|
(34
|
)
|
|
$
|
510,638
|
|
|
Amortized Cost
|
|
Unrealized Gains
|
|
Unrealized Losses
|
|
Fair Value
|
||||||||
|
(U.S. $ in thousands)
|
||||||||||||||
Debt Investments
|
|
|
|
|
|
|
|
|
|
|
|||||
U.S. treasury securities
|
$
|
52,809
|
|
|
$
|
—
|
|
|
$
|
(109
|
)
|
|
$
|
52,700
|
|
Agency securities
|
22,097
|
|
|
—
|
|
|
(82
|
)
|
|
22,015
|
|
||||
Certificates of deposit and time deposits
|
58,824
|
|
|
—
|
|
|
—
|
|
|
58,824
|
|
||||
Commercial paper
|
35,372
|
|
|
—
|
|
|
—
|
|
|
35,372
|
|
||||
Corporate debt securities
|
158,538
|
|
|
14
|
|
|
(669
|
)
|
|
157,883
|
|
||||
Total investments
|
$
|
327,640
|
|
|
$
|
14
|
|
|
$
|
(860
|
)
|
|
$
|
326,794
|
|
|
Fiscal Year Ended June 30,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
(U.S. $ in thousands)
|
||||||||||
Unrealized gain (loss) recognized in other comprehensive income
|
$
|
40,017
|
|
|
$
|
(601
|
)
|
|
$
|
(849
|
)
|
Gain (loss) recognized into profit or loss
|
$
|
15
|
|
|
$
|
(15
|
)
|
|
$
|
96
|
|
|
As of June 30,
|
||||||
|
2019
|
|
2018
|
||||
|
(U.S. $ in thousands)
|
||||||
Recorded as follows:
|
|
|
|
|
|
||
Due in one year or less
|
$
|
442,964
|
|
|
$
|
277,087
|
|
Due after one year
|
5,742
|
|
|
49,707
|
|
||
Total investments
|
$
|
448,706
|
|
|
$
|
326,794
|
|
|
|
Statement of Financial Position Location
|
|
Fair Value
As of June 30, 2019 |
|
Fair Value
As of June 30, 2018 |
||||
|
|
|
|
(U.S. $ in thousands)
|
||||||
Derivative assets - hedging
|
|
|
|
|
|
|
||||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
||||
Foreign exchange forward contracts
|
|
Current derivative assets
|
|
$
|
247
|
|
|
$
|
39
|
|
Foreign exchange forward contracts
|
|
Non-current derivative assets
|
|
77
|
|
|
3
|
|
||
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
||||
Foreign exchange forward contracts
|
|
Current derivative assets
|
|
312
|
|
|
21
|
|
||
Total derivative assets
|
|
|
|
$
|
636
|
|
|
$
|
63
|
|
|
|
|
|
|
|
|
||||
Derivative liabilities - hedging
|
|
|
|
|
|
|
||||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
||||
Foreign exchange forward contracts
|
|
Current derivative liabilities
|
|
$
|
3,854
|
|
|
$
|
5,006
|
|
Foreign exchange forward contracts
|
|
Non-current derivative liabilities
|
|
74
|
|
|
204
|
|
||
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
||||
Foreign exchange forward contracts
|
|
Current derivative liabilities
|
|
25
|
|
|
207
|
|
||
Total derivative liabilities
|
|
|
|
$
|
3,953
|
|
|
$
|
5,417
|
|
|
Notional Amounts of Derivative Instruments
|
||||||||||
|
Notional Amount by Term to Maturity
|
|
Classification by Notional Amount
|
||||||||
|
Under 12 months
|
|
Over 12 months
|
|
Total
|
|
Cash Flow Hedge
|
|
Non Hedge
|
|
Total
|
Foreign exchange forward contracts
|
$259,674
|
|
$14,477
|
|
$274,151
|
|
$230,264
|
|
$43,887
|
|
$274,151
|
|
Notional Amounts of Derivative Instruments
|
||||||||||
|
Notional Amount by Term to Maturity
|
|
Classification by Notional Amount
|
||||||||
|
Under 12 months
|
|
Over 12 months
|
|
Total
|
|
Cash Flow Hedge
|
|
Non Hedge
|
|
Total
|
Foreign exchange forward contracts
|
$188,633
|
|
$12,492
|
|
$201,125
|
|
$180,898
|
|
$20,227
|
|
$201,125
|
|
Fiscal Year Ended June 30,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
(U.S. $ in thousands)
|
||||||||||
Gain recognized into general and administrative expense - ineffective portion
|
$
|
24
|
|
|
$
|
12
|
|
|
$
|
(3
|
)
|
Gross unrealized loss recognized in other comprehensive income
|
$
|
(8,369
|
)
|
|
$
|
(4,387
|
)
|
|
$
|
4,520
|
|
Net (loss) gain reclassified from cash flow hedge reserve into profit or loss - effective portion
|
$
|
(9,908
|
)
|
|
$
|
3,954
|
|
|
$
|
1,356
|
|
Recognized in cost of revenues
|
$
|
(713
|
)
|
|
$
|
134
|
|
|
$
|
49
|
|
Recognized in research and development
|
$
|
(6,935
|
)
|
|
$
|
2,532
|
|
|
$
|
1,010
|
|
Recognized in marketing and sales
|
$
|
(194
|
)
|
|
$
|
112
|
|
|
$
|
21
|
|
Recognized in general and administrative
|
$
|
(2,066
|
)
|
|
$
|
1,176
|
|
|
$
|
276
|
|
|
Fiscal Year Ended June 30,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Exchange derivative allocated issuance costs
|
$
|
—
|
|
|
$
|
(1,785
|
)
|
|
$
|
—
|
|
Net unrealized loss on exchange derivative and capped calls
|
(533,908
|
)
|
|
(12,414
|
)
|
|
—
|
|
|||
Foreign currency exchange loss, net
|
(702
|
)
|
|
(413
|
)
|
|
(93
|
)
|
|||
Contributions to Atlassian Foundation
|
(3,629
|
)
|
|
(1,856
|
)
|
|
(1,620
|
)
|
|||
Other income
|
2,786
|
|
|
1,311
|
|
|
371
|
|
|||
Other non-operating expense, net
|
$
|
(535,453
|
)
|
|
$
|
(15,157
|
)
|
|
$
|
(1,342
|
)
|
|
Fiscal Year Ended June 30,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
|
||||||||||
Depreciation:
|
|
|
|
|
|
|
|
||||
Equipment
|
$
|
1,336
|
|
|
$
|
1,214
|
|
|
$
|
1,022
|
|
Computer hardware and software
|
1,476
|
|
|
11,543
|
|
|
23,729
|
|
|||
Furniture and fittings
|
2,031
|
|
|
1,485
|
|
|
1,016
|
|
|||
Leasehold improvements
|
8,604
|
|
|
7,915
|
|
|
5,923
|
|
|||
Total depreciation
|
13,447
|
|
|
22,157
|
|
|
31,690
|
|
|||
Amortization:
|
|
|
|
|
|
|
|
|
|||
Patents and trademarks
|
7,796
|
|
|
6,990
|
|
|
2,907
|
|
|||
Customer relationships
|
21,015
|
|
|
29,100
|
|
|
12,361
|
|
|||
Acquired developed technology
|
27,990
|
|
|
21,188
|
|
|
14,588
|
|
|||
Total amortization
|
56,801
|
|
|
57,278
|
|
|
29,856
|
|
|||
Total depreciation and amortization
|
$
|
70,248
|
|
|
$
|
79,435
|
|
|
$
|
61,546
|
|
Employee benefits expense:
|
|
|
|
|
|
|
|
|
|||
Salaries and wages
|
$
|
351,401
|
|
|
$
|
273,326
|
|
|
$
|
201,953
|
|
Variable compensation
|
62,106
|
|
|
33,067
|
|
|
19,260
|
|
|||
Payroll taxes
|
42,020
|
|
|
30,478
|
|
|
20,792
|
|
|||
Share-based payment expense
|
257,762
|
|
|
162,873
|
|
|
137,448
|
|
|||
Defined contribution plan expense
|
22,566
|
|
|
16,839
|
|
|
13,041
|
|
|||
Contractor expense
|
27,263
|
|
|
23,666
|
|
|
16,333
|
|
|||
Other
|
53,654
|
|
|
44,877
|
|
|
34,605
|
|
|||
Total employee benefits expense
|
$
|
816,772
|
|
|
$
|
585,126
|
|
|
$
|
443,432
|
|
|
Fiscal Year Ended June 30,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
(U.S. $ in thousands)
|
||||||||||
|
|
|
*As Adjusted
|
|
*As Adjusted
|
||||||
Current income tax:
|
|
|
|
|
|
|
|
||||
Current income tax charge
|
$
|
(15,788
|
)
|
|
$
|
(1,956
|
)
|
|
$
|
(11,518
|
)
|
Adjustments in respect of current income tax of previous years
|
(361
|
)
|
|
(48
|
)
|
|
(25
|
)
|
|||
Deferred tax:
|
|
|
|
|
|
||||||
Benefit (expense) relating to origination and reversal of temporary differences
|
30,417
|
|
|
(19,934
|
)
|
|
25,864
|
|
|||
Adjustments in respect of temporary differences of previous years
|
(46,333
|
)
|
|
(33,363
|
)
|
|
630
|
|
|||
Income tax (expense) benefit
|
$
|
(32,065
|
)
|
|
$
|
(55,301
|
)
|
|
$
|
14,951
|
|
|
Fiscal Year Ended June 30,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
(U.S. $ in thousands)
|
||||||||||
|
|
|
*As Adjusted
|
|
*As Adjusted
|
||||||
Loss before income tax (expense) benefit
|
$
|
(605,556
|
)
|
|
$
|
(58,131
|
)
|
|
$
|
(52,400
|
)
|
At the U.K.’s statutory income tax rate of 19% in fiscal 2019 and 2018, and 19.75% in fiscal 2017
|
115,031
|
|
|
12,508
|
|
|
11,781
|
|
|||
Tax effect of amounts that are not taxable (deductible) in calculating taxable income:
|
|
|
|
|
|
|
|||||
Research and development incentive
|
660
|
|
|
2,620
|
|
|
18,404
|
|
|||
Non-deductible charges relating to exchangeable senior notes
|
(104,445
|
)
|
|
(3,195
|
)
|
|
—
|
|
|||
Share-based payment
|
(3,729
|
)
|
|
(11,199
|
)
|
|
(9,946
|
)
|
|||
Amortization of intangible assets that do not give rise to deferred taxes
|
(4
|
)
|
|
(31
|
)
|
|
(673
|
)
|
|||
Foreign tax rate adjustment
|
1,685
|
|
|
(4,968
|
)
|
|
(1,990
|
)
|
|||
Adjustment to deferred tax balance
|
6,337
|
|
|
(14,602
|
)
|
|
(332
|
)
|
|||
Other items, net
|
(906
|
)
|
|
(3,023
|
)
|
|
(2,898
|
)
|
|||
|
14,629
|
|
|
(21,890
|
)
|
|
14,346
|
|
|||
Adjustments in respect to current income tax of previous years
|
(361
|
)
|
|
(48
|
)
|
|
(25
|
)
|
|||
Adjustments in respect to deferred income tax of previous years
|
(46,333
|
)
|
|
(33,363
|
)
|
|
630
|
|
|||
Income tax (expense) benefit
|
$
|
(32,065
|
)
|
|
$
|
(55,301
|
)
|
|
$
|
14,951
|
|
|
Consolidated Statements of
Financial Position
|
|
Consolidated Statements of Operations
|
||||||||||||
|
|||||||||||||||
|
As of June 30,
|
|
Fiscal Year Ended June 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
(U.S. $ in thousands)
|
||||||||||||||
|
|
|
*As Adjusted
|
|
|
|
*As Adjusted
|
||||||||
Depreciation for tax purposes
|
$
|
35
|
|
|
$
|
2,537
|
|
|
$
|
(2,564
|
)
|
|
$
|
1,415
|
|
Provisions, accruals and prepayments
|
(454
|
)
|
|
7,241
|
|
|
(7,164
|
)
|
|
95
|
|
||||
Deferred revenue
|
(3,073
|
)
|
|
22,650
|
|
|
(23,932
|
)
|
|
10,714
|
|
||||
Unrealized foreign currency exchange (gains) losses
|
(428
|
)
|
|
(410
|
)
|
|
(101
|
)
|
|
(226
|
)
|
||||
Unrealized investment (gains) losses
|
(8,213
|
)
|
|
1,644
|
|
|
(405
|
)
|
|
—
|
|
||||
Carried forward tax losses (gains)
|
2,034
|
|
|
850
|
|
|
(409
|
)
|
|
(34,221
|
)
|
||||
Carried forward tax credits—credited to profit and loss
|
2,452
|
|
|
5,456
|
|
|
(3,005
|
)
|
|
(41,546
|
)
|
||||
Intangible assets
|
9,943
|
|
|
16,620
|
|
|
13,095
|
|
|
50,680
|
|
||||
Tax benefit (expense) from share plans—income
|
551
|
|
|
216
|
|
|
331
|
|
|
(30,379
|
)
|
||||
Tax benefit (expense) from share plans—equity
|
889
|
|
|
127
|
|
|
300
|
|
|
(123
|
)
|
||||
Deferred foreign taxes
|
—
|
|
|
(9,460
|
)
|
|
10,605
|
|
|
(10,605
|
)
|
||||
Other, net
|
(524
|
)
|
|
(411
|
)
|
|
(2,668
|
)
|
|
899
|
|
||||
Deferred tax benefit
|
—
|
|
|
—
|
|
|
$
|
(15,917
|
)
|
|
$
|
(53,297
|
)
|
||
Deferred tax assets, net
|
$
|
3,212
|
|
|
$
|
47,060
|
|
|
|
|
|
||||
Reflected in the consolidated statements of financial position as follows:
|
|
|
|
|
|
|
|
|
|
|
|||||
Deferred tax assets
|
$
|
17,084
|
|
|
$
|
59,220
|
|
|
|
|
|
|
|
||
Deferred tax liabilities
|
(13,872
|
)
|
|
(12,160
|
)
|
|
|
|
|
|
|
||||
Deferred tax assets, net
|
$
|
3,212
|
|
|
$
|
47,060
|
|
|
|
|
|
|
|
||
Items for which no deferred tax asset has been recognized:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Depreciation and amortization for tax purposes
|
4,804
|
|
|
2,221
|
|
|
|
|
|
||||||
Provisions, accruals and prepayments
|
13,421
|
|
|
314
|
|
|
|
|
|
||||||
Deferred revenue
|
37,342
|
|
|
15,723
|
|
|
|
|
|
||||||
Unrealized foreign currency exchange gains
|
—
|
|
|
215
|
|
|
|
|
|
||||||
Unused tax losses
|
401,108
|
|
|
161,513
|
|
|
|
|
|
||||||
Intangible assets
|
1,963,534
|
|
|
2,054,530
|
|
|
|
|
|
||||||
Tax benefit from share plans- income
|
45,849
|
|
|
30,114
|
|
|
|
|
|
||||||
Tax benefit from share plans- equity
|
109,061
|
|
|
62,719
|
|
|
|
|
|
||||||
Capital loss
|
1,391
|
|
|
1,391
|
|
|
|
|
|
||||||
Carried forward tax credits- credited to profit and loss
|
47,537
|
|
|
30,418
|
|
|
|
|
|
||||||
Unrealized loss on investments
|
1,076
|
|
|
160
|
|
|
|
|
|
||||||
Other, net
|
10,610
|
|
|
5,800
|
|
|
|
|
|
||||||
|
$
|
2,635,733
|
|
|
$
|
2,365,118
|
|
|
|
|
|
|
2019
|
|
2018
|
||||
|
(U.S. $ in thousands)
|
||||||
|
|
|
*As Adjusted
|
||||
Reconciliation of deferred tax assets, net
|
|
|
|
|
|||
Balance at the beginning of
|
$
|
47,060
|
|
|
$
|
140,532
|
|
Deferred tax expense for the year
|
(15,916
|
)
|
|
(53,297
|
)
|
||
Debited to equity
|
(8,884
|
)
|
|
(40,092
|
)
|
||
Adjustment in respect of income tax payable
|
—
|
|
|
(83
|
)
|
||
Impact from business combinations
|
(19,092
|
)
|
|
—
|
|
||
Currency revaluation impact
|
44
|
|
|
—
|
|
||
Balance at the ending of
|
$
|
3,212
|
|
|
$
|
47,060
|
|
|
2019
|
|
2018
|
||||
|
(U.S. $ in thousands)
|
||||||
Amounts recognized directly in equity:
|
|
|
|
|
|||
Net deferred tax—debited directly to equity
|
(8,884
|
)
|
|
(40,092
|
)
|
||
|
$
|
(8,884
|
)
|
|
$
|
(40,092
|
)
|
|
Expiration
|
Amount carried forward
|
Amount recognized as of June 30, 2019
|
||||
U.S. net operating loss (Pre - 2017 Tax Reform)
|
June 30, 2032-December 30, 2037
|
$
|
128,705
|
|
$
|
137
|
|
U.S. net operating loss (Post - 2017 Tax Reform)
|
None
|
$
|
1,631,941
|
|
$
|
1,740
|
|
State net operating loss- various states
|
June 30, 2024-June 30, 2039
|
$
|
670,960
|
|
$
|
156
|
|
U.K. net operating loss
|
None
|
$
|
1
|
|
$
|
—
|
|
U.S. research and development credits
|
June 30, 2031-June 30, 2030
|
$
|
33,490
|
|
$
|
170
|
|
State research and development credits- California
|
None
|
$
|
13,599
|
|
$
|
65
|
|
State research and development credits- Texas
|
June 30, 2036-June 30, 2039
|
$
|
2,277
|
|
$
|
2,218
|
|
Australia capital loss
|
None
|
$
|
4,637
|
|
$
|
—
|
|
State enterprise zone credits
|
June 30, 2020-June 30, 2024
|
$
|
685
|
|
$
|
3
|
|
|
(U.S. $ in thousands)
|
|||||||
As of June 30, 2019
|
Past due days
|
|||||||
|
Current
|
|
< 90 days
|
|
> 90 days
|
|||
ECL rate
|
—
|
|
|
—
|
|
|
43.3
|
%
|
Trade receivables carrying amount
|
71,883
|
|
|
9,961
|
|
|
1,200
|
|
ECL
|
—
|
|
|
—
|
|
|
519
|
|
|
|
|
|
|
|
|||
As of June 30, 2018
|
|
|
|
|
|
|||
|
Current
|
|
< 90 days
|
|
> 90 days
|
|||
ECL rate
|
—
|
|
|
—
|
|
|
89.5
|
%
|
Trade receivables carrying amount
|
41,134
|
|
|
4,933
|
|
|
703
|
|
ECL
|
—
|
|
|
—
|
|
|
629
|
|
|
Equipment
|
|
Computer
Hardware and Software |
|
Furniture
and Fittings |
|
Leasehold
Improvements and Other |
|
Total
|
||||||||||
|
(U.S. $ in thousands)
|
||||||||||||||||||
As of June 30, 2018
|
|
|
|
|
|
|
|
|
|
||||||||||
Opening cost balance
|
$
|
3,895
|
|
|
$
|
53,448
|
|
|
$
|
7,083
|
|
|
$
|
33,840
|
|
|
$
|
98,266
|
|
Additions
|
1,651
|
|
|
247
|
|
|
4,023
|
|
|
28,279
|
|
|
34,200
|
|
|||||
Disposals
|
(320
|
)
|
|
(44,545
|
)
|
|
(83
|
)
|
|
(668
|
)
|
|
(45,616
|
)
|
|||||
Effect of change in exchange rates
|
(2
|
)
|
|
(3
|
)
|
|
8
|
|
|
5
|
|
|
8
|
|
|||||
Closing cost balance
|
5,224
|
|
|
9,147
|
|
|
11,031
|
|
|
61,456
|
|
|
86,858
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Opening accumulated depreciation
|
(2,121
|
)
|
|
(38,336
|
)
|
|
(2,449
|
)
|
|
(14,187
|
)
|
|
(57,093
|
)
|
|||||
Depreciation expense
|
(1,214
|
)
|
|
(11,543
|
)
|
|
(1,485
|
)
|
|
(7,915
|
)
|
|
(22,157
|
)
|
|||||
Effect of change in exchange rates
|
(1
|
)
|
|
1
|
|
|
(4
|
)
|
|
21
|
|
|
17
|
|
|||||
Disposals
|
272
|
|
|
43,048
|
|
|
43
|
|
|
668
|
|
|
44,031
|
|
|||||
Closing accumulated depreciation
|
(3,064
|
)
|
|
(6,830
|
)
|
|
(3,895
|
)
|
|
(21,413
|
)
|
|
(35,202
|
)
|
|||||
Net book amount
|
$
|
2,160
|
|
|
$
|
2,317
|
|
|
$
|
7,136
|
|
|
$
|
40,043
|
|
|
$
|
51,656
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
As of June 30, 2019
|
|
|
|
|
|
|
|
|
|
||||||||||
Opening cost balance
|
$
|
5,224
|
|
|
$
|
9,147
|
|
|
$
|
11,031
|
|
|
$
|
61,456
|
|
|
$
|
86,858
|
|
Additions
|
3,460
|
|
|
1,911
|
|
|
4,268
|
|
|
33,838
|
|
|
43,477
|
|
|||||
Disposals
|
(829
|
)
|
|
(514
|
)
|
|
(689
|
)
|
|
(5,339
|
)
|
|
(7,371
|
)
|
|||||
Effect of change in exchange rates
|
2
|
|
|
4
|
|
|
(4
|
)
|
|
83
|
|
|
85
|
|
|||||
Closing cost balance
|
7,857
|
|
|
10,548
|
|
|
14,606
|
|
|
90,038
|
|
|
123,049
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Opening accumulated depreciation
|
(3,064
|
)
|
|
(6,830
|
)
|
|
(3,895
|
)
|
|
(21,413
|
)
|
|
(35,202
|
)
|
|||||
Depreciation expense
|
(1,336
|
)
|
|
(1,476
|
)
|
|
(2,031
|
)
|
|
(8,604
|
)
|
|
(13,447
|
)
|
|||||
Disposals
|
741
|
|
|
498
|
|
|
493
|
|
|
5,339
|
|
|
7,071
|
|
|||||
Effect of change in exchange rates
|
1
|
|
|
—
|
|
|
5
|
|
|
(18
|
)
|
|
(12
|
)
|
|||||
Closing accumulated depreciation
|
(3,658
|
)
|
|
(7,808
|
)
|
|
(5,428
|
)
|
|
(24,696
|
)
|
|
(41,590
|
)
|
|||||
Net book amount
|
$
|
4,199
|
|
|
$
|
2,740
|
|
|
$
|
9,178
|
|
|
$
|
65,342
|
|
|
$
|
81,459
|
|
|
|
Goodwill
|
||
|
Note
|
(U.S. $ in thousands)
|
||
Balance as of June 30, 2017
|
|
$
|
311,900
|
|
Effect of change in exchange rates
|
|
43
|
|
|
Balance as of June 30, 2018
|
|
311,943
|
|
|
Additions
|
12
|
297,010
|
|
|
Effect of change in exchange rates
|
|
(46
|
)
|
|
Balance as of June 30, 2019
|
|
$
|
608,907
|
|
|
Patents,
Trademarks and Other Rights |
|
Acquired Developed Technology
|
|
Customer
Relationships |
|
Total
|
||||||||
|
(U.S. $ in thousands)
|
||||||||||||||
As of June 30, 2018
|
|
|
|
|
|
|
|
|
|
|
|
||||
Opening cost balance
|
$
|
21,745
|
|
|
$
|
136,960
|
|
|
$
|
58,684
|
|
|
$
|
217,389
|
|
Effect of change in exchange rates
|
—
|
|
|
90
|
|
|
—
|
|
|
90
|
|
||||
Closing cost balance
|
21,745
|
|
|
137,050
|
|
|
58,684
|
|
|
217,479
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Opening accumulated amortization
|
(3,042
|
)
|
|
(80,759
|
)
|
|
(12,799
|
)
|
|
(96,600
|
)
|
||||
Amortization charge
|
(6,990
|
)
|
|
(21,188
|
)
|
|
(29,100
|
)
|
|
(57,278
|
)
|
||||
Effect of change in exchange rates
|
—
|
|
|
(24
|
)
|
|
—
|
|
|
(24
|
)
|
||||
Closing accumulated amortization
|
(10,032
|
)
|
|
(101,971
|
)
|
|
(41,899
|
)
|
|
(153,902
|
)
|
||||
Net book amount
|
$
|
11,713
|
|
|
$
|
35,079
|
|
|
$
|
16,785
|
|
|
$
|
63,577
|
|
|
|
|
|
|
|
|
|
||||||||
As of June 30, 2019
|
|
|
|
|
|
|
|
|
|
|
|
||||
Opening cost balance
|
$
|
21,745
|
|
|
$
|
137,050
|
|
|
$
|
58,684
|
|
|
$
|
217,479
|
|
Additions
|
5,550
|
|
|
72,589
|
|
|
67,168
|
|
|
145,307
|
|
||||
Disposals
|
—
|
|
|
(12,443
|
)
|
|
—
|
|
|
(12,443
|
)
|
||||
Effect of change in exchange rates
|
—
|
|
|
(103
|
)
|
|
—
|
|
|
(103
|
)
|
||||
Closing cost amount
|
27,295
|
|
|
197,093
|
|
|
125,852
|
|
|
350,240
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Opening accumulated amortization
|
(10,032
|
)
|
|
(101,971
|
)
|
|
(41,899
|
)
|
|
(153,902
|
)
|
||||
Amortization charge
|
(7,796
|
)
|
|
(27,990
|
)
|
|
(21,015
|
)
|
|
(56,801
|
)
|
||||
Disposals
|
—
|
|
|
11,365
|
|
|
—
|
|
|
11,365
|
|
||||
Effect of change in exchange rates
|
—
|
|
|
73
|
|
|
—
|
|
|
73
|
|
||||
Closing accumulated amortization
|
(17,828
|
)
|
|
(118,523
|
)
|
|
(62,914
|
)
|
|
(199,265
|
)
|
||||
Net book amount
|
$
|
9,467
|
|
|
$
|
78,570
|
|
|
$
|
62,938
|
|
|
$
|
150,975
|
|
|
|
Fair Value
|
||
|
|
(U.S. $ in thousands)
|
||
Cash and cash equivalents
|
|
$
|
1,193
|
|
Trade receivables
|
|
3,614
|
|
|
Prepaid expenses and other current assets
|
|
270
|
|
|
Intangible assets
|
|
52,900
|
|
|
Goodwill
|
|
101,184
|
|
|
Trade and other payables
|
|
(1,196
|
)
|
|
Deferred revenue
|
|
(2,230
|
)
|
|
Net assets acquired
|
|
$
|
155,735
|
|
|
|
Fair Value
|
Useful Life
|
||
|
|
(U.S. $ in thousands)
|
(years)
|
||
Developed technology
|
|
$
|
34,600
|
|
5
|
Customer relationships
|
|
16,900
|
|
7
|
|
Backlog
|
|
1,400
|
|
3
|
|
Total intangible assets subject to amortization
|
|
$
|
52,900
|
|
|
|
|
Fair Value
|
||
|
|
(U.S. $ in thousands)
|
||
Cash and cash equivalents
|
|
$
|
1,232
|
|
Trade receivables
|
|
1,933
|
|
|
Prepaid expenses and other current assets
|
|
513
|
|
|
Intangible assets
|
|
87,900
|
|
|
Goodwill
|
|
189,727
|
|
|
Trade and other payables
|
|
(1,533
|
)
|
|
Deferred revenue
|
|
(1,217
|
)
|
|
Deferred tax liabilities, net
|
|
(19,010
|
)
|
|
Net assets acquired
|
|
$
|
259,545
|
|
|
|
Fair Value
|
Useful Life
|
||
|
|
(U.S. $ in thousands)
|
(years)
|
||
Developed technology
|
|
$
|
35,600
|
|
5
|
Customer relationships
|
|
48,600
|
|
10
|
|
Trade name
|
|
3,700
|
|
5
|
|
Total intangible assets subject to amortization
|
|
$
|
87,900
|
|
|
|
|
Fair Value
|
||
|
|
(U.S. $ in thousands)
|
||
Cash and cash equivalents
|
|
$
|
1,019
|
|
Trade receivables
|
|
1,035
|
|
|
Prepaid expenses and other current assets
|
|
765
|
|
|
Deferred tax assets
|
|
17,074
|
|
|
Intangible assets
|
|
127,400
|
|
|
Goodwill
|
|
289,171
|
|
|
Trade and other payables
|
|
(3,532
|
)
|
|
Deferred revenue
|
|
(2,165
|
)
|
|
Deferred tax liabilities
|
|
(46,760
|
)
|
|
Net assets acquired
|
|
$
|
384,007
|
|
|
|
Fair Value
|
Useful Life
|
||
|
|
(U.S. $ in thousands)
|
(years)
|
||
Developed technology
|
|
$
|
50,600
|
|
3
|
Customer relationships
|
|
56,900
|
|
2
|
|
Trade names
|
|
19,900
|
|
3
|
|
Total intangible assets subject to amortization
|
|
$
|
127,400
|
|
|
|
As of June 30,
|
||||||
|
2019
|
|
2018
|
||||
|
(U.S. $ in thousands)
|
||||||
Cash and bank deposits
|
$
|
565,030
|
|
|
$
|
652,619
|
|
Amounts due from third-party credit card processors
|
9,904
|
|
|
7,049
|
|
||
U.S. treasury securities
|
6,996
|
|
|
18,968
|
|
||
Corporate debt securities
|
7,560
|
|
|
1,000
|
|
||
Agency securities
|
8,084
|
|
|
7,989
|
|
||
Commercial paper
|
67,327
|
|
|
29,118
|
|
||
Money market funds
|
593,696
|
|
|
693,596
|
|
||
Certificates of deposit and time deposits
|
9,844
|
|
|
—
|
|
||
Total cash and cash equivalents
|
$
|
1,268,441
|
|
|
$
|
1,410,339
|
|
|
As of June 30,
|
||||||
|
2019
|
|
2018
|
||||
|
(U.S. $ in thousands)
|
||||||
|
|
|
*As Adjusted
|
||||
Prepaid expenses
|
$
|
23,588
|
|
|
$
|
21,278
|
|
Accrued interest income on short-term investments
|
3,072
|
|
|
2,582
|
|
||
Other receivables
|
1,977
|
|
|
3,059
|
|
||
Other current assets
|
1,599
|
|
|
2,816
|
|
||
Total prepaid expenses and other current assets
|
$
|
30,236
|
|
|
$
|
29,735
|
|
|
As of June 30,
|
||||||
|
2019
|
|
2018
|
||||
|
(U.S. $ in thousands)
|
||||||
|
|
|
*As Adjusted
|
||||
Marketable equity securities
|
$
|
58,932
|
|
|
$
|
—
|
|
Non-marketable equity securities
|
3,000
|
|
|
—
|
|
||
Security deposits
|
5,010
|
|
|
5,248
|
|
||
Other
|
9,703
|
|
|
8,218
|
|
||
|
$
|
76,645
|
|
|
$
|
13,466
|
|
|
As of June 30,
|
||||||
|
2019
|
|
2018
|
||||
|
(U.S. $ in thousands)
|
||||||
Trade payables
|
$
|
24,993
|
|
|
$
|
17,119
|
|
Accrued expenses
|
53,802
|
|
|
42,905
|
|
||
Accrued compensation and employee benefits
|
54,507
|
|
|
28,302
|
|
||
Sales and indirect taxes
|
9,158
|
|
|
8,076
|
|
||
Operating lease payable
|
1,613
|
|
|
1,420
|
|
||
Customer deposit
|
7,943
|
|
|
6,319
|
|
||
Other payables
|
7,471
|
|
|
3,751
|
|
||
|
$
|
159,487
|
|
|
$
|
107,892
|
|
|
As of June 30,
|
||||||
|
2019
|
|
2018
|
||||
|
(U.S. $ in thousands)
|
||||||
Employee benefits
|
$
|
8,983
|
|
|
$
|
7,215
|
|
|
As of June 30,
|
||||||
|
2019
|
|
2018
|
||||
|
(U.S. $ in thousands)
|
||||||
Employee benefits
|
$
|
3,323
|
|
|
$
|
2,094
|
|
Dilapidation provision
|
2,759
|
|
|
2,269
|
|
||
|
$
|
6,082
|
|
|
$
|
4,363
|
|
|
As of June 30,
|
||||||
|
2019
|
|
2018
|
||||
|
(U.S. $ in thousands)
|
||||||
Deferred rent
|
$
|
33,845
|
|
|
$
|
11,777
|
|
Other non-current liabilities
|
344
|
|
|
451
|
|
||
|
$
|
34,189
|
|
|
$
|
12,228
|
|
|
As of June 30,
|
||||||
|
2019
|
|
2018
|
||||
|
(U.S. $ in thousands)
|
||||||
Principal amount
|
$
|
1,000,000
|
|
|
$
|
1,000,000
|
|
Unamortized debt discount
|
(140,011
|
)
|
|
(172,464
|
)
|
||
Unamortized issuance costs
|
(6,413
|
)
|
|
(7,899
|
)
|
||
Net liability
|
$
|
853,576
|
|
|
$
|
819,637
|
|
|
Fiscal Year Ended June 30,
|
||||||
|
2019
|
|
2018
|
||||
|
(U.S. $ in thousands)
|
||||||
Effective interest rate
|
4.83
|
%
|
|
4.83
|
%
|
||
Contractual interest expense
|
$
|
6,267
|
|
|
$
|
1,075
|
|
Amortization of debt discount
|
$
|
32,453
|
|
|
$
|
5,433
|
|
|
Capped call assets
|
|
Exchangeable Notes, net
|
|
Embedded exchange feature of Notes |
|
Accrued interest
|
||||||||
|
(U.S. $ in thousands)
|
||||||||||||||
Balance as of June 30, 2017
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Cash flows
|
(87,700
|
)
|
|
812,587
|
|
|
177,907
|
|
|
—
|
|
||||
Amortization of debt discount and issuance cost
|
—
|
|
|
5,693
|
|
|
—
|
|
|
—
|
|
||||
Fair value changes
|
(12,232
|
)
|
|
—
|
|
|
24,646
|
|
|
—
|
|
||||
Accrual of interest
|
—
|
|
|
—
|
|
|
—
|
|
|
1,094
|
|
||||
Other
|
—
|
|
|
1,357
|
|
|
—
|
|
|
—
|
|
||||
Balance as of June 30, 2018
|
(99,932
|
)
|
|
819,637
|
|
|
202,553
|
|
|
1,094
|
|
||||
Cash flows
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,319
|
)
|
||||
Amortization of debt discount and issuance cost
|
—
|
|
|
33,939
|
|
|
—
|
|
|
—
|
|
||||
Fair value changes
|
(114,665
|
)
|
|
—
|
|
|
648,573
|
|
|
—
|
|
||||
Accrual of interest
|
—
|
|
|
—
|
|
|
—
|
|
|
6,267
|
|
||||
Balance as of June 30, 2019
|
$
|
(214,597
|
)
|
|
$
|
853,576
|
|
|
$
|
851,126
|
|
|
$
|
1,042
|
|
|
As of June 30,
|
|
As of June 30,
|
||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||
|
(number of shares)
|
|
(in thousands)
|
||||||||||
Details
|
|
|
|
|
|
|
|
|
|
|
|||
Class A ordinary shares
|
117,273,566
|
|
|
105,371,800
|
|
|
$
|
11,727
|
|
|
$
|
10,537
|
|
Class B ordinary shares
|
124,722,559
|
|
|
129,942,506
|
|
|
12,472
|
|
|
12,994
|
|
||
|
241,996,125
|
|
|
235,314,306
|
|
|
$
|
24,199
|
|
|
$
|
23,531
|
|
|
Number of
Shares |
|
Amount
|
|||
|
|
|
(U.S. $ in thousands)
|
|||
Details
|
|
|
|
|
|
|
Balance as of June 30, 2017
|
91,979,704
|
|
|
$
|
9,198
|
|
Conversion of Class B ordinary shares
|
5,861,707
|
|
|
587
|
|
|
Exercise of share options
|
1,902,084
|
|
|
190
|
|
|
Issuance for settlement of RSUs
|
5,253,809
|
|
|
525
|
|
|
Vesting of share options that were early exercised
|
374,496
|
|
|
37
|
|
|
Balance as of June 30, 2018
|
105,371,800
|
|
|
10,537
|
|
|
Conversion of Class B ordinary shares
|
5,219,947
|
|
|
522
|
|
|
Exercise of share options
|
1,496,875
|
|
|
150
|
|
|
Issuance for settlement of RSUs
|
4,674,873
|
|
|
467
|
|
|
Vesting of share options that were early exercised
|
510,071
|
|
|
51
|
|
|
Balance as of June 30, 2019
|
117,273,566
|
|
|
$
|
11,727
|
|
|
Number of
Shares |
|
Amount
|
|||
|
|
|
(U.S. $ in thousands)
|
|||
Details
|
|
|
|
|
|
|
Balance as of June 30, 2017
|
135,283,942
|
|
|
$
|
13,528
|
|
Exercise of share options
|
520,271
|
|
|
53
|
|
|
Conversion to Class A ordinary shares
|
(5,861,707
|
)
|
|
(587
|
)
|
|
Balance as of June 30, 2018
|
129,942,506
|
|
|
12,994
|
|
|
Conversion to Class A ordinary shares
|
(5,219,947
|
)
|
|
(522
|
)
|
|
Balance as of June 30, 2019
|
124,722,559
|
|
|
$
|
12,472
|
|
|
Fiscal Year Ended June 30,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
(U.S. $ in thousands, except per share data)
|
||||||||||
|
|
|
*As Adjusted
|
|
*As Adjusted
|
||||||
Numerator:
|
|
|
|
|
|
|
|
|
|||
Net loss attributable to ordinary shareholders
|
$
|
(637,621
|
)
|
|
$
|
(113,432
|
)
|
|
$
|
(37,449
|
)
|
Denominator:
|
|
|
|
|
|
|
|
|
|||
Weighted-average ordinary shares outstanding—basic
|
238,611
|
|
|
231,184
|
|
|
222,224
|
|
|||
Weighted-average ordinary shares outstanding—diluted
|
238,611
|
|
|
231,184
|
|
|
222,224
|
|
|||
Net loss per share attributable to ordinary shareholders:
|
|
|
|
|
|
|
|
|
|||
Basic net loss per share
|
$
|
(2.67
|
)
|
|
$
|
(0.49
|
)
|
|
$
|
(0.17
|
)
|
Diluted net loss per share
|
$
|
(2.67
|
)
|
|
$
|
(0.49
|
)
|
|
$
|
(0.17
|
)
|
|
Operating
Leases |
|
Other
Contractual Commitments |
|
Total
|
||||||
|
(U.S. $ in thousands)
|
||||||||||
Fiscal Period:
|
|
|
|
|
|
|
|
|
|||
Year ending 2020
|
$
|
38,790
|
|
|
$
|
108,978
|
|
|
$
|
147,768
|
|
Years ending 2021 - 2024
|
148,021
|
|
|
219,342
|
|
|
367,363
|
|
|||
Thereafter
|
144,037
|
|
|
—
|
|
|
144,037
|
|
|||
Total commitments
|
$
|
330,848
|
|
|
$
|
328,320
|
|
|
659,168
|
|
|
Fiscal Year Ended June 30,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
(U.S. $ in thousands)
|
||||||||||
Executive management
|
|
|
|
|
|
|
|||||
Short-term compensation and benefits
|
$
|
3,835
|
|
|
$
|
2,991
|
|
|
$
|
2,860
|
|
Post-employment benefits
|
109
|
|
|
99
|
|
|
100
|
|
|||
Share-based payments
|
17,144
|
|
|
9,335
|
|
|
26,030
|
|
|||
|
$
|
21,088
|
|
|
$
|
12,425
|
|
|
$
|
28,990
|
|
|
|
|
|
|
|
||||||
Board of directors
|
|
|
|
|
|
|
|
|
|||
Cash remuneration
|
$
|
430
|
|
|
$
|
362
|
|
|
$
|
388
|
|
Share-based payments
|
1,772
|
|
|
1,577
|
|
|
1,825
|
|
|||
|
$
|
2,202
|
|
|
$
|
1,939
|
|
|
$
|
2,213
|
|
|
Fiscal Year Ended June 30,
|
||||||
|
2019
|
|
2018
|
||||
|
(U.S. $ in thousands)
|
||||||
Non-current operating assets
|
|
|
|
||||
United States
|
$
|
819,227
|
|
|
$
|
412,112
|
|
Australia
|
18,842
|
|
|
16,730
|
|
||
India
|
9,286
|
|
|
—
|
|
||
|
$
|
847,355
|
|
|
$
|
428,842
|
|
|
|
|
Share Options
|
|
|
|||||||
|
Shares
Available for Grant |
|
Outstanding
|
|
Weighted
Average Exercise Price |
|
RSUs
Outstanding |
|||||
Balance as of June 30, 2017
|
21,597,913
|
|
|
4,642,661
|
|
|
$
|
2.21
|
|
|
12,417,473
|
|
Increase in shares authorized:
|
|
|
|
|
|
|
|
|||||
2015 Plan
|
11,423,916
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
RSUs granted
|
(4,390,298
|
)
|
|
—
|
|
|
—
|
|
|
4,390,298
|
|
|
RSUs canceled
|
1,951,289
|
|
|
—
|
|
|
—
|
|
|
(1,951,289
|
)
|
|
RSUs settled
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,253,809
|
)
|
|
Share options exercised
|
—
|
|
|
(1,902,084
|
)
|
|
1.93
|
|
|
—
|
|
|
Share options canceled
|
17,395
|
|
|
(17,395
|
)
|
|
1.45
|
|
|
—
|
|
|
Balance as of June 30, 2018
|
30,600,215
|
|
|
2,723,182
|
|
|
2.41
|
|
|
9,602,673
|
|
|
Increase in shares authorized:
|
|
|
|
|
|
|
|
|||||
2015 Plan
|
11,807,109
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
RSUs granted
|
(5,397,681
|
)
|
|
—
|
|
|
—
|
|
|
5,397,681
|
|
|
RSUs canceled
|
1,113,870
|
|
|
—
|
|
|
—
|
|
|
(1,113,870
|
)
|
|
RSUs settled
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,674,873
|
)
|
|
Share options exercised
|
—
|
|
|
(1,496,875
|
)
|
|
2.37
|
|
|
—
|
|
|
Share options canceled
|
5,481
|
|
|
(5,481
|
)
|
|
0.65
|
|
|
—
|
|
|
Balance as of June 30, 2019
|
38,128,994
|
|
|
1,220,826
|
|
|
$
|
2.47
|
|
|
9,211,611
|
|
Share options vested and exercisable as of June 30, 2019
|
|
|
|
1,027,372
|
|
|
$
|
2.55
|
|
|
|
|
Share options vested and exercisable as of June 30, 2018
|
|
|
1,983,464
|
|
|
$
|
2.50
|
|
|
|
|
Options Outstanding
|
|
Options Exercisable
|
|||||||||||||
Range of
Exercise Prices |
Number
Outstanding |
|
Weighted
Average Exercise Price |
|
Number
Exercisable |
|
Weighted
Average Exercise Price |
|
Weighted
Average Remaining Years |
|||||||
$0.59 - 0.66
|
196,206
|
|
|
$
|
0.63
|
|
|
143,346
|
|
|
$
|
0.62
|
|
|
5.83
|
|
$1.14
|
65,107
|
|
|
1.14
|
|
|
20,868
|
|
|
1.14
|
|
|
7.07
|
|
||
$1.92 - 2.16
|
17,828
|
|
|
2.09
|
|
|
17,828
|
|
|
2.09
|
|
|
0.45
|
|
||
$2.40 - 2.92
|
299,613
|
|
|
2.47
|
|
|
299,613
|
|
|
2.47
|
|
|
0.86
|
|
||
$3.18
|
642,072
|
|
|
3.18
|
|
|
545,717
|
|
|
3.18
|
|
|
3.81
|
|
||
|
1,220,826
|
|
|
$
|
2.47
|
|
|
1,027,372
|
|
|
$
|
2.55
|
|
|
3.24
|
|
|
Options Outstanding
|
|
Options Exercisable
|
|||||||||||||
Range of
Exercise Prices |
Number
Outstanding |
|
Weighted-
Average Exercise Price |
|
Number
Exercisable |
|
Weighted
Average Exercise Price |
|
Weighted
Average Remaining Years |
|||||||
$0.59 - 0.66
|
385,963
|
|
|
$
|
0.63
|
|
|
162,945
|
|
|
$
|
0.61
|
|
|
6.01
|
|
$1.14 - 1.59
|
212,391
|
|
|
1.35
|
|
|
123,296
|
|
|
1.50
|
|
|
2.07
|
|
||
$1.92 - 2.16
|
166,967
|
|
|
2.06
|
|
|
166,967
|
|
|
2.06
|
|
|
1.39
|
|
||
$2.40 - 2.92
|
740,363
|
|
|
2.46
|
|
|
740,363
|
|
|
2.46
|
|
|
1.86
|
|
||
$3.18
|
1,217,498
|
|
|
3.18
|
|
|
789,893
|
|
|
3.18
|
|
|
4.75
|
|
||
|
2,723,182
|
|
|
$
|
2.41
|
|
|
1,983,464
|
|
|
$
|
2.50
|
|
|
3.32
|
|
|
England
|
|
Delaware
|
Number of Directors
|
|
|
Under Delaware law, a corporation must have at least one director and the number of directors shall be fixed by or in the manner provided in the bylaws, unless specified in the certificate of incorporation.
|
Removal of Directors
|
|
|
Under Delaware law, directors may be removed from office, with or without cause, by a majority stockholder vote, except (a) in the case of a corporation whose board of directors is classified, stockholders may effect such removal only for cause, unless otherwise provided in the certificate of incorporation, and (b) in the case of a corporation having cumulative voting, if less than the entire board of directors is to be removed, no director may be removed without cause if the votes cast against their removal would be sufficient to elect him or her if then cumulatively voted at an election of the entire board of directors, or, if there are classes of directors, at an election of the class of directors of which he or she is a part.
|
Vacancies on the Board of Directors
|
Under English law, the procedure by which directors (other than a company's initial directors) are appointed is generally set out in a company's articles of association, provided that where two or more persons are appointed as directors of a public limited company by resolution of the shareholders, resolutions appointing each director must be voted on individually unless a resolution of the shareholders that such resolutions do not have to be voted on individually is first agreed to by the meeting without any vote being given against it.
|
|
Under Delaware law, vacancies and newly created directorships may be filled by a majority of the directors then in office (even though less than a quorum) or by a sole remaining director unless otherwise provided in the certificate of incorporation or bylaws of the corporation.
|
Annual General Meeting
|
Under the Companies Act, a public limited company must hold an annual general meeting each year. This meeting must be held within six months of the company's accounting reference date.
|
|
Under Delaware law, the annual meeting of stockholders shall be held at such place, on such date and at such time as may be designated from time to time by the board of directors or as provided in the certificate of incorporation or by the bylaws.
|
General Meeting
|
Under the Companies Act, a general meeting of the shareholders of a public limited company may be called by the directors. Shareholders holding at least 5% of the paid-up capital of the company carrying voting rights at general meetings can also require the directors to call a general meeting.
|
|
Under Delaware law, special meetings of the stockholders may be called by the board of directors or by such person or persons as may be authorized by the certificate of incorporation or by the bylaws.
|
Notice of General Meetings
|
The Companies Act provides that a general meeting (other than an adjourned meeting) must be called by notice of:
in the case of an annual general meeting, at least 21 clear days; and
in any other case, at least 14 days.
"Clear days" notice means calendar days and excludes the date of mailing, the date of receipt or deemed receipt of the notice and the date of the meeting itself.
The company's articles of association may provide for a longer period of notice and, in addition, certain matters (such as the removal of directors or auditors) require special notice, which is 28 clear days' notice. The shareholders of a company may in all cases consent to a shorter notice period, the proportion of shareholders' consent required being 100% of those entitled to attend and vote in the case of an annual general meeting and, in the case of any other general meeting, a majority in number of the members having a right to attend and vote at the meeting, being a majority who together hold not less than 95% in nominal value of the shares giving a right to attend and vote at the meeting.
|
|
Under Delaware law, written notice of any meeting of the stockholders must be given to each stockholder entitled to vote at the meeting not less than ten nor more than 60 days before the date of the meeting and shall specify the place, date, hour and purpose or purposes of the meeting.
|
Quorum
|
|
|
The certificate of incorporation or bylaws may specify the number of shares, the holders of which shall be present or represented by proxy at any meeting in order to constitute a quorum, but in no event shall a quorum consist of less than one third of the shares entitled to vote at the meeting. In the absence of such specification in the certificate of incorporation or bylaws, a majority of the shares entitled to vote, present in person or represented by proxy, shall constitute a quorum at a meeting of stockholders.
|
Proxy
|
|
|
Under Delaware law, at any meeting of stockholders, a stockholder may designate another person to act for such stockholder by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period.
|
Issue of New Shares
|
|
|
Under Delaware law, if the company's certificate of incorporation so provides, the directors have the power to authorize additional stock. The directors may authorize capital stock to be issued for consideration consisting of cash, any tangible or intangible property or any benefit to the company or any combination thereof.
|
Preemptive Rights
|
|
|
Under Delaware law, unless otherwise provided in a corporation's certificate of incorporation, a stockholder does not, by operation of law, possess preemptive rights to subscribe to additional issuances of the corporation's stock or to any security convertible into such stock.
|
Liability of Directors and Officers
|
|
|
Under Delaware law, a corporation's certificate of incorporation may include a provision eliminating or limiting the personal liability of a director to the corporation and its stockholders for monetary damages arising from a breach of fiduciary duty as a director. However, no provision can limit the liability of a director for:
any breach of the director's duty of loyalty to the corporation or its stockholders;
acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law;
willful or negligent payment of unlawful dividends or stock purchases or redemptions; or
any transaction from which the director derives an improper personal benefit.
|
Voting Rights
|
|
|
Delaware law provides that, unless otherwise provided in the certificate of incorporation, each stockholder of record is entitled to one vote for each share of capital stock held by such stockholder.
|
Variation of class rights
|
The Companies Act provides that rights attached to a class of shares may only be varied or abrogated in accordance with provision in the company's articles for the variation or abrogation of those rights or, where the company's articles contain no such provision, if the holders of shares of that class consent to the variation or abrogation. Consent for these purposes means:
consent in writing from the holders of at least 75% in nominal value of the issued shares of that class (excluding any shares held as treasury shares); or
a special resolution passed at a separate meeting of the holders of that class sanctioning the variation.
The Companies Act provides that the quorum for a class meeting is not less than two persons holding or representing by proxy at least one-third of the nominal amount paid up on the issued shares of that class.
Following a variation of class rights, shareholders who amount to not less than 15% of the shareholders of the class in question who did not approve the variation may apply to court to have the variation cancelled. Any application must be made within 21 days of the variation. The court may cancel the variation if it is satisfied having regard to all the circumstances of the case that the variation would unfairly prejudice the shareholders of the class represented by the applicant.
|
|
Under Delaware law, the holders of the outstanding shares of a class shall be entitled to vote as a class upon a proposed amendment, whether or not entitled to vote thereon by the certificate of incorporation, if the amendment would increase or decrease the aggregate number of authorized shares of such class, increase or decrease the par value of the shares of such class, or alter or change the powers, preferences or special rights of the shares of such class so as to affect them adversely.
|
Shareholder Vote on Certain Transactions
|
The Companies Act provides for schemes of arrangement, which are arrangements or compromises between a company and any class of shareholders or creditors and used in certain types of reconstructions, amalgamations, capital reorganizations or takeovers. These arrangements require:
the approval at a shareholders' or creditors' meeting convened by order of the court, of a majority in number of shareholders or creditors representing 75% in value of the capital held by, or debt owed to, the class of shareholders or creditors, or class thereof present and voting, either in person or by proxy; and
the approval of the court.
Once approved, sanctioned and effective, all shareholders and creditors of the relevant class and the company are bound by the terms of the scheme.
The Companies Act also contains certain provisions relating to transactions between a director and the company, including transactions involving the acquisition of substantial non-cash assets from a director or the sale of substantial non-cash assets to a director, and loans between a company and a director or certain connected persons of directors. If such transactions meet certain thresholds set out within the Companies Act the approval of shareholders by ordinary resolution will be required.
|
|
Generally, under Delaware law, unless the certificate of incorporation provides for the vote of a larger portion of the stock, completion of a merger, consolidation, sale, lease or exchange of all or substantially all of a corporation's assets or dissolution requires:
the approval of the board of directors; and
approval by the vote of the holders of a majority of the outstanding stock or, if the certificate of incorporation provides for more or less than one vote per share, a majority of the votes of the outstanding stock of a corporation entitled to vote on the matter.
Under Delaware law, a contract or transaction between the company and one or more of its directors or officers, or between the company and any other organization in which one or more of its directors or officers, are directors or officers, or have a financial interest, shall not be void solely for this reason, or solely because the director or officer participates in the meeting of the board of directors which authorizes the contract or transaction, or solely because any such director's or officer's votes are counted for such purpose, if:
the material facts as to the director's or officer's relationship or interest and as to the contract or transaction are disclosed or are known to the board of directors, and the board of directors in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum;
the material facts as to the director's or officer's relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or
the contract or transaction is fair as to the corporation as of the time it is authorized, approved or ratified, by the board of directors, a committee or the stockholders.
|
Standard of Conduct for Directors
|
|
|
Delaware law does not contain specific provisions setting forth the standard of conduct of a director. The scope of the fiduciary duties of directors is generally determined by the courts of the State of Delaware. In general, directors have a duty to act without self-interest, on a well-informed basis and in a manner they reasonably believe to be in the best interest of the stockholders.
Directors of a Delaware corporation owe fiduciary duties of care and loyalty to the corporation and to its stockholders. The duty of care generally requires that a director act in good faith, with the care that an ordinarily prudent person would exercise under similar circumstances. Under this duty, a director must inform himself or herself of all material information reasonably available regarding a significant transaction. The duty of loyalty requires that a director act in a manner he or she reasonably believes to be in the best interests of the corporation. The director must not use their corporate position for personal gain or advantage.
In addition, under Delaware law, when the board of directors of a Delaware corporation approves the sale or break-up of a corporation, the board of directors may, in certain circumstances, have a duty to obtain the highest value reasonably available to the stockholders.
|
1.
|
I have reviewed this annual report on Form 20-F of Atlassian Corporation Plc (the “Company”);
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report;
|
4.
|
The Company’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
|
c.
|
Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and
|
5.
|
The Company’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of the Company’s board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting.
|
|
ATLASSIAN CORPORATION PLC
|
||||
|
|
|
|
||
Date: August 23, 2019
|
By:
|
|
/s/ MICHAEL CANNON-BROOKES
|
||
|
|
|
Name:
|
|
Michael Cannon-Brookes
|
|
|
|
Title:
|
|
Co-Chief Executive Officer
|
1.
|
I have reviewed this annual report on Form 20-F of Atlassian Corporation Plc (the “Company”);
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report;
|
4.
|
The Company’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
|
c.
|
Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and
|
5.
|
The Company’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of the Company’s board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting.
|
|
ATLASSIAN CORPORATION PLC
|
||||
|
|
|
|
||
Date: August 23, 2019
|
By:
|
|
/s/ SCOTT FARQUHAR
|
||
|
|
|
Name:
|
|
Scott Farquhar
|
|
|
|
Title:
|
|
Co-Chief Executive Officer
|
1.
|
I have reviewed this annual report on Form 20-F of Atlassian Corporation Plc (the "Company");
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report;
|
4.
|
The Company’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
|
c.
|
Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and
|
5.
|
The Company’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of the Company’s board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting.
|
|
ATLASSIAN CORPORATION PLC
|
||||
|
|
|
|
||
Date: August 23, 2019
|
By:
|
|
/s/ JAMES BEER
|
||
|
|
|
Name:
|
|
James Beer
|
|
|
|
Title:
|
|
Chief Financial Officer
|
|
|
|
|
|
(Principal Financial Officer)
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
ATLASSIAN CORPORATION PLC
|
||||
|
|
|
|
||
Date: August 23, 2019
|
By:
|
|
/s/ MICHAEL CANNON-BROOKES
|
||
|
|
|
Name:
|
|
Michael Cannon-Brookes
|
|
|
|
Title:
|
|
Co-Chief Executive Officer
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
ATLASSIAN CORPORATION PLC
|
||||
|
|
|
|
||
Date: August 23, 2019
|
By:
|
|
/s/ SCOTT FARQUHAR
|
||
|
|
|
Name:
|
|
Scott Farquhar
|
|
|
|
Title:
|
|
Co-Chief Executive Officer
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
ATLASSIAN CORPORATION PLC
|
||||
|
|
|
|
||
Date: August 23, 2019
|
By:
|
|
/s/ James Beer
|
||
|
|
|
Name:
|
|
James Beer
|
|
|
|
Title:
|
|
Chief Financial Officer
(Principal Financial Officer)
|
Name
|
|
Country of Incorporation
|
Atlassian (UK) Limited
|
|
United Kingdom, United States of America
|
Atlassian (UK) Holdings Limited
|
|
United Kingdom, United States of America
|
Atlassian (Australia) Limited
|
|
United Kingdom, United States of America
|
Atlassian (Global) Limited (1)
|
|
United Kingdom
|
Atlassian (UK) Operations Limited
|
|
United Kingdom
|
Atlassian, Inc.
|
|
United States of America
|
Atlassian Network Services, Inc.
|
|
United States of America
|
Dogwood Labs, Inc.
|
|
United States of America
|
Trello, Inc.
|
|
United States of America
|
AgileCraft LLC
|
|
United States of America
|
AgileCraft Australia Pty Ltd
|
|
Australia
|
OpsGenie, Inc.
|
|
United States of America
|
Opsgenie Yazılım Anonim Şirketi
|
|
Turkey
|
iFountain, LLC
|
|
United States of America
|
Atlassian Australia 1 Pty Ltd
|
|
Australia
|
Atlassian Australia 2 Pty Ltd
|
|
Australia
|
Atlassian Corporation Pty. Ltd.
|
|
Australia
|
Atlassian Pty Ltd
|
|
Australia
|
Good Software Co. Pty. Ltd.
|
|
Australia
|
Atlassian Capital Pty. Ltd.
|
|
Australia
|
MITT Australia Pty Ltd
|
|
Australia
|
MITT Trust
|
|
Australia
|
Atlassian K.K.
|
|
Japan
|
Atlassian Germany GmbH
|
|
Germany
|
Atlassian Holdings B.V.
|
|
Netherlands
|
Atlassian Philippines, Inc.
|
|
Philippines
|
Atlassian France SAS
|
|
France
|
Atlassian B.V.
|
|
Netherlands
|
Atlassian Canada Inc.
|
|
Canada
|
Atlassian India LLP
|
|
India
|