DRS 1 filename1.htm Atlassian_Current folio_F1

As confidentially submitted to the Securities and Exchange Commission on August 21, 2015.

This draft registration statement has not been filed publicly with the Securities and Exchange Commission

and all information herein remains strictly confidential.

Registration No. 333-           

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549


FORM F-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933


Atlassian Corporation Plc

(Exact Name of Registrant as Specified in Its Charter)


United Kingdom
(State or Other Jurisdiction of
Incorporation or Organization)

7372
(Primary Standard Industrial
Classification Code Number)

98-1258743
(I.R.S. Employer
Identification Number)

 

Exchange House

Primrose Street

London EC2A 2EG

c/o Herbert Smith Freehills LLP

415.701.1110

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)


Tom Kennedy

Chief Legal Officer

Atlassian, Inc.

1098 Harrison Street

San Francisco, California 94103

415.701.1110

(Name, address, including zip code, and telephone number, including area code, of agent for service)


Copies to:

 

Anthony J. McCusker

Richard A. Kline
An-Yen E. Hu
Goodwin Procter LLP
135 Commonwealth Drive
Menlo Park, California 94025
650.752.3100

Tom Kennedy
Chief Legal Officer
Atlassian Corporation Plc
1098 Harrison Street
San Francisco, California 94103
415.701.1110

David Peinsipp

Andrew S. Williamson

Eric C. Jensen

Cooley LLP
101 California Street, 5th Floor
San Francisco, California 94111
415.693.2000

 

Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.  

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  

CALCULATION OF REGISTRATION FEE

 

 

 

 

 

 Title of Each Class of Securities To be Registered

 

Proposed Maximum Aggregate

Offering Price(1)(2)

 

Amount of Registration Fee

Class A ordinary shares, nominal value $0.10 per share

 

$

 

$

(1)Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended.

(2)Includes the aggregate offering price of additional shares that the underwriters have the option to purchase, if any.

 

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

 

 


 

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject to Completion: Dated            , 2015

       

               Shares

C:\Users\SA9\Desktop\atlassian-rgb-navy-xlarge.jpg

Atlassian Corporation Plc

Class A Ordinary Shares


This is an initial public offering of Class A ordinary shares of Atlassian Corporation Plc.

Following this offering, we will have two classes of ordinary shares, Class A ordinary shares and Class B ordinary shares. The rights of the holders of Class A ordinary shares and Class B ordinary shares are identical, except with respect to voting, conversion and transfer rights. Each Class A ordinary share is entitled to one vote. Each Class B ordinary share is entitled to ten votes and is convertible into one Class A ordinary share. The holders of our outstanding Class B ordinary shares will hold approximately     % of the voting power of our outstanding share capital following this offering.

Prior to this offering, there has been no public market for our Class A ordinary shares. It is currently estimated that the initial public offering price will be between $         and $        per share. We intend to apply to list our Class A ordinary shares on the                      under the symbol “         .”

We are an “emerging growth company” as that term is used in the Jumpstart Our Business Startups Act of 2012, and, as such, have elected to comply with reduced public company reporting requirements.


See “Risk Factors” on page 12 to read about factors you should consider before buying our Class A ordinary shares.


Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.


 

 

 

 

 

 

 

 

Per Share

 

Total

 

Initial public offering price

 

$

 

$

 

Underwriting discount(1)

 

$

 

$

 

Proceeds, before expenses, to us

 

$

 

$

 


(1)

See “Underwriting” for additional information regarding underwriting compensation.

To the extent that the underwriters sell more than              Class A ordinary shares, the underwriters have the option to purchase up to an additional              Class A ordinary shares from us at the initial public offering price less the underwriting discount. They may exercise this option for 30 days.

The underwriters expect to deliver the shares against payment in New York, New York on                     , 2015.

 

 

 

 

Goldman, Sachs & Co.

Morgan Stanley

Allen & Company LLC     

UBS Investment Bank

Jefferies

Canaccord Genuity

JMP Securities

Raymond James

William Blair

 


Prospectus dated          , 2015

 

 


 

TABLE OF CONTENTS

 

 

 

Prospectus Summary 

 

1

Risk Factors 

    

12

Special Note Regarding Forward-Looking Statements 

 

37

Market and Industry Data 

 

38

Use of Proceeds 

 

39

Dividend Policy 

 

39

Capitalization 

 

40

Dilution 

 

42

Corporate Structure 

 

44

Selected Consolidated Financial and Other Data 

 

45

Management’s Discussion and Analysis of Financial Condition and Results of Operations 

 

48

Business 

 

76

Management 

 

99

Related Party Transactions 

 

112

Principal Shareholders 

 

114

Description of Share Capital 

 

117

Shares Eligible for Future Sale 

 

137

Taxation 

 

139

Underwriting 

 

147

Expenses of the Offering 

 

152

Service of Process and Enforcement of Judgments 

 

152

Legal Matters 

 

152

Experts 

 

152

Where You Can Find Additional Information 

 

153

Index to Consolidated Financial Statements 

 

F-1

 

Neither we nor any of the underwriters have authorized anyone to provide you with any information or to make any representations other than as contained in this prospectus or in any free writing prospectuses we have prepared. Neither we nor the underwriters take responsibility for, and provide no assurance as to the reliability of, any information that others may give you. This prospectus is an offer to sell only the shares offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or any sale of the Class A ordinary shares. Our business, financial condition, results of operations and prospects may have changed since that date.

Until                     , 2015 (the 25th day after the date of this prospectus), all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to a dealer’s obligation to deliver a prospectus when acting as an underwriter and with respect to an unsold allotment or subscription.

Unless otherwise indicated, all references in this prospectus to “Atlassian” or the “company,” “we,” “our,” “us” or similar terms refer to Atlassian Corporation Plc and its subsidiaries.

Our consolidated financial statements are presented in U.S. dollars. All references in this prospectus to “$,” “U.S. $,” “U.S. dollars” and “dollars” mean U.S. dollars, unless otherwise noted.

No action is being taken in any jurisdiction outside the United States to permit a public offering of our Class A ordinary shares or possession or distribution of this prospectus in any such jurisdiction. Persons who come into possession of this prospectus in jurisdictions outside the United States are required to inform themselves about and to observe any restrictions as to this offering and the distribution of this prospectus applicable to those jurisdictions.

 

 

 


 

Prospectus Summary

This summary highlights information contained elsewhere in this prospectus. This summary does not contain all of the information you should consider before investing in our Class A ordinary shares. You should read this entire prospectus carefully, including “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and our consolidated financial statements and the related notes included elsewhere in this prospectus, before making an investment decision.  

Overview

Our mission is to unleash the potential in every team.

Our products help teams organize, discuss and complete their work – delivering superior outcomes for their organizations.

We believe human advancement has always been driven by teamwork – from the great explorations of earth and space to innovations in industry, medicine, music and technology. And while it’s common to celebrate the individual genius behind a breakthrough idea, in nearly every case there is a team of unsung heroes that actually get the work done.

We also believe that the greatest lever teams have to advance humanity lies in the power of software innovation. Through software, contact lenses now monitor and report on the blood glucose levels of diabetes patients, allowing patient and doctor to better manage the disease. Through software, cars can monitor and report on vehicle status, improving driver safety. Through software, people can read, write and converse with people in languages they do not speak. Each of these advances was delivered by teams.

Software’s transformational impact is forcing organizations to use software to innovate, or face disruption from competitors that do. Today, organizations in every industry are becoming software-driven. As a result, the teams that imagine, create and deliver that software are more essential than ever.

Our company was founded in 2002 to help software teams work better together. From the beginning, our products were designed to help developers collaborate with other non-developer teams involved in software innovation. This breakthrough approach separated us from traditional software providers focused solely on developers. 

As more non-developer teams are exposed to our products, they adopt and extend them to new use cases, bringing our products to other users and other types of teams in their organizations. This has created an expansive market opportunity for us.

Today, our products serve teams of all shapes and sizes, in virtually every industry – from software and technical teams to IT and service teams, from sales and marketing teams to HR, finance and legal teams. Our products include JIRA for team planning and project management, Confluence for team content creation and sharing, HipChat for team messaging and communications, Bitbucket for team code sharing and management and JIRA Service Desk for team services and support applications.

Our products form an integrated system for organizing, discussing and completing shared work, becoming deeply entrenched in how people work together and how organizations run. Our products have been used by NASA to design the Mars Rover, by Cochlear to develop aural implants, and by Runkeeper to create GPS fitness tracking applications.

We founded our company on the premise that great products could sell themselves and we have developed a unique approach to the market that is centered on this belief. We begin with a deep investment in product development to create and refine high-quality and versatile products that users love. We make our products affordable for organizations of all sizes and we transparently share our simple pricing online. We pursue customer and user volume, targeting teams in every organization, regardless of size, industry or geography.

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To reach this expansive market, we distribute and sell our products online without traditional sales infrastructure where users can get started in minutes without the need for assistance. We focus on enabling a self-service, low-friction model that makes it easy for users to try, adopt and use our products. 

Our culture of innovation, transparency and dedication to customer service drives our success in implementing and refining this unique approach. We believe this approach fosters innovation, quality, customer happiness, scale and profitability.

We recognize that users drive the adoption and proliferation of our products and, as a result, we are relentlessly focused on measuring and improving user satisfaction. We know that one happy user will beget another, thereby expanding the large and organic word-of-mouth community that helps drive our growth. We operate at unusual scale for an enterprise software company, with more than 5 million monthly active users of our products and more than 48,000 customers (organizations that have at least one active and paid license or subscription for which they paid more than $10 per month)  across virtually every industry sector in more than 160 countries. Our customers range from small organizations that have adopted one of our products for a small group of users, to 78 of the Fortune 100 and 261 of the Fortune 500, many of which use a multitude of our products across thousands of users.

Our model has allowed us to grow while maintaining profitability for each of the last 10 fiscal years. Our total revenues were $148.5 million, $215.1 million and $319.5 million for the fiscal years ended June 30, 2013, 2014 and 2015, respectively, representing a compound annual growth rate of 46.7% from fiscal 2013 to fiscal 2015. We generated net income of $10.8 million, $19.0 million and $6.8 million for the fiscal years ended June 30, 2013, 2014 and 2015, respectively. We also generated free cash flow of $47.1 million, $65.0 million and $65.5 million for the fiscal years ended June 30, 2013, 2014 and 2015, respectively.

Market Trends

·

Software is Changing Everything  Software is impacting almost every aspect of our lives and redefining the limits of what people and organizations can achieve. Software is everywhere and increasingly in everything, and organizations of all types and sizes face an existential imperative to drive software innovation.

·

Software Teams are Essential and Multi-Dimensional  Teams that can deliver software innovation require a myriad of talents and functional expertise and are critical to each organization’s efforts to thrive and compete. Software developers have become more essential and influential and the demand for software development talent has grown.

·

Software Team Collaboration is Complex and Challenging  Modern software development is highly creative, iterative and asynchronous, and very complex. Software teams today must iterate and move faster than ever before,  and are becoming the model for modern workforce collaboration across all teams.

·

Increasing Complexity Makes Collaboration Critical for All Teams  Across the global economy, work is becoming more complex, faster-paced and more collaborative. In addition, more and more teams are now spread across geographies.

·

All Teams are Seeking Better Ways to Connect and Get Work Done  As software projects become more cross-functional, knowledge workers throughout organizations have been exposed to the collaboration and workflow practices of software teams. This exposure across organizations has coincided with growing dissatisfaction with traditional productivity tools.

·

Teams Are Now Making Their Own Technology Choices  Following the “bring your own device” trend, employees are increasingly empowered to “bring your own software,” leading to the user-driven viral adoption of new types of consumer-style software products within an organization. 

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Limitations of Traditional Approaches

Traditional Tools

Most traditional software development technologies are costly, complex, poorly designed, hard to use and not easily integrated with other software systems. Moreover, these technologies were designed solely for the needs of software developers and do not extend well to other use cases. Other point solutions do not provide the breadth, integration and security that organizations require.

In an effort to serve the needs of teams and integrate software developers and other knowledge workers, organizations have often relied on traditional personal productivity tools. While these tools are widely used, they were designed many years ago, provide narrow functionality, are not integrated, and are not suited for the demands of managing complex projects among diverse and broadly distributed teams.

Traditional Distribution Models

Traditional enterprise software distribution models, with their focus on quota-driven sales representatives and reliance on large deals, are not well suited to reach, influence or meet the needs of teams, who are increasingly driving technology purchasing decisions.

Historically, enterprise software was purchased in a centralized, top down fashion. As a result, purchase decisions were often disconnected from actual user needs and resulted in low adoption rates.

The consumerization of enterprise technology has given a much broader population of workers a stake and a voice in the procurement of software solutions. Teams of all kinds have increasing freedom to choose the technology they want.

Market Opportunity

Our products address several large and well-established categories of IT spending. Investment in these traditional categories is expected to total more than $35.0 billion in 2015. According to Gartner, Inc., a market research firm, the Application Development market is expected to be $8.7 billion and the IT Operations market is expected to be $9.0 billion in 2015 for the IT Asset and Financial Management, IT Service Support Management Tools and Automation Tools markets. International Data Corporation (“IDC”), a market research firm, expects the market for Collaborative Applications to be $13.5 billion and the Project and Portfolio Management market to be $3.8 billion in 2015.

We believe that the limitations of traditional tools and distribution models, coupled with the growing demand for modern collaboration technology, present an opportunity to expand within these traditional categories. By providing affordable, versatile, adaptable and modern software built for the needs of teams, we believe that we can continue to disrupt and increase our share of these large, existing markets.

The Atlassian Way

Our product strategy, distribution model and company culture work in concert to create unique value for our customers and competitive advantage for our company.

We invest significantly in developing and refining products that allow teams to achieve their full potential. We make versatile products that can be used in a myriad of ways. Our products are easy to adopt and use and can be distributed and proliferated organically and efficiently.

We offer these products at affordable price points in a high-velocity online distribution model. Our distribution model does not rely on costly sales infrastructure to push product to our customers. By making our products simple, powerful and easy to adopt, we generate demand from word-of-mouth and viral expansion within organizations. Our model is designed to operate at scale and serve millions of customers.

We believe that our product strategy, distribution model and company culture are mutually reinforcing. By investing in innovation and making our products affordable and easy to use, we operate without reliance on traditional sales infrastructure, which enhances our distribution model and permits long-term investment in product leadership and our unique culture.

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Our Product Strategy

We have developed and acquired a broad portfolio of products that help teams large and small to organize, discuss and complete their work in a coordinated, efficient and modern fashion.

Our products, which include JIRA, Confluence, HipChat, Bitbucket and JIRA Service Desk, serve the needs of teams of software developers, IT managers and knowledge workers. While these products provide a range of distinct functionality to users, they share certain core attributes:

·

Built for Teams  Our products are singularly designed to help teams work better together and achieve more.

·

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.

·

Versatile and Adaptable  We develop simple and well-designed products that are useful in a broad range of workflows and projects.

·

Integrated  Our products are integrated and designed to work well together. 

·

Open – We are dedicated to making our products open and interoperable with a range of other platforms and applications.

Our Distribution Model

Our high-velocity distribution model is designed to drive exceptional customer scale by making affordable products available via our convenient, low-friction online channel. We focus on product quality, automated distribution and customer service in lieu of a costly traditional sales infrastructure. We rely on word-of-mouth and low-touch demand generation to drive trial, adoption and expansion of our products within customers.

The following are key attributes of our unique model:

·

Innovation-driven  Relative to other enterprise software companies, we invest significantly in research and development rather than sales and marketing.  

·

Simple and Affordable  We offer our products at affordable prices in a simple and transparent format, with a free trial before purchase.

·

Organic and Expansive  – Our model benefits from significant customer word-of-mouth about our products that drives traffic to our website. 

·

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.

·

Data-drivenOur scale and the design of our model allows us to gather insights into and improve the customer experience.  

Our Culture

Our company culture is exemplified by our core values:

·

Open Company, No Bullsh*t

·

Build with Heart and Balance

·

Don’t #@!% the Customer

·

Play, as a Team

·

Be the Change You Seek

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These values contribute to a culture that is open, innovative, dedicated to our customers, team-driven and long-term focused, all of which enable us to drive customer value and achieve competitive differentiation.

Our Financial Model

By developing a product strategy, distribution model and culture that are designed around the needs of our customers and users, we believe that we have established a financial model that is favorable for our shareholders. Our model has allowed us to grow customers and revenue steadily while maintaining profitability for each of the last 10 fiscal years. Our model relies on rapidly and efficiently landing new customers and expanding our relationship with them over time. The following are the key elements of our model:

·

Significant Investment in Ongoing Product Development and Sales Automation  Our research and development investments enable us to rapidly build new products, continuously enhance our existing products, acquire and integrate technologies and also help us obtain data-driven insights and further automate and streamline our approach to customer acquisition.

·

Rapid and Efficient Acquisition of New Customers  By building products that are affordable and easy to adopt and use, we are able to attract customers rapidly without employing a traditional salesforce, and thereby lower the cost of customer acquisition significantly. At June 30, 2015, we had over 5 million monthly active users of our software across more than 440,000 organizations and more than 48,000 customers.

·

Continued Expansion  Our success is dependent on our ability to expand the relationship with our existing base of customers. Since our founding, the aggregate sales from customers acquired in any fiscal year have expanded since they first purchased an Atlassian product, through the addition of more users, teams and products.

·

Predictability of Sales  As we are not dependent on a traditional sales model and rely on a high-velocity 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 makes it difficult to displace us and provides us with steady and predictable revenue.

·

Consistent Cash Flow  By reducing customer acquisition cost and establishing a revenue model that has scaled linearly, our model has allowed us to be cash flow positive for each of the last 10 fiscal years.

Our Growth Strategy

Our growth strategy is to make our software accessible to every organization, team and user to help them get work done. We intend to continue this approach by adding customers, developing new products, expanding in existing customers and pursuing selective acquisitions. 

Key drivers of our growth strategy include:

·

Protect and Promote Our Culture  Our culture is at the foundation of everything we do and fuels our business strategy and success.

·

Continue to Refine Our Unique Business Model – We will continue to develop the technology and products that enable our customers to easily adopt and use our products over the Internet.

·

Increase Product Value  We intend to continue to increase the value of our software to customers by providing them with a broader, integrated set of products. 

·

Grow the Atlassian Marketplace and Partner Ecosystem – The Atlassian Marketplace is an open platform that allows independent vendors and developers to continue to develop

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add-ons and extensions that extend our platform and generate millions of dollars in revenue for both the third-party vendors and for us.

Risk Factors Summary

Our business is subject to numerous risks and uncertainties, including those highlighted in “Risk Factors” immediately following this prospectus summary. These risks include, but are not limited to, the following:

·

Our rapid growth makes it difficult to evaluate our future prospects and may increase the risk that we will not continue to grow at or near historical rates.

·

We may not be able to sustain our revenue growth rate or maintain profitability in the future.

·

The markets in which we participate are intensely competitive, and if we do not compete effectively, our business, results of operations and financial condition could be harmed.

·

Our distribution model of offering and deploying our products via both the cloud and on premises causes us to incur increased expenses and may pose challenges to our business.

·

Our business depends on our customers renewing their subscriptions and maintenance plans and purchasing additional licenses or subscriptions from us. Any decline in our customer retention or expansion would harm our future results of operations.

·

If we are not able to develop new products and enhancements to our products that achieve market acceptance and that keep pace with technological developments, our business and results of operations would be harmed.

·

If we cannot continue to expand the use of our products beyond our initial focus on software developers, our ability to grow our business may be harmed.

·

We invest significantly in research and development, and to the extent our research and development investments do not translate into new products or material enhancements to our current products, or if we do not use those investments efficiently, our business and results of operations would be harmed.

·

If we fail to effectively manage our growth, our business and results of operations could be harmed.

·

If our current marketing model is not effective in attracting new customers, we may need to incur additional expenses to attract new customers and our business and results of operations could be harmed.

·

If our security measures are breached or unauthorized access to customer data is otherwise obtained, our products may be perceived as insecure, we may lose existing customers or fail to attract new customers, and we may incur significant liabilities.

Corporate Information

The legal and commercial name of our company is Atlassian Corporation Plc.  We were registered in Australia in 2002 and reorganized into the United Kingdom in 2014. See “Corporate Structure for additional information.

Our registered office is located at Exchange House, Primrose Street, London EC2A 2EG, c/o Herbert Smith Freehills LLP. Our Australian headquarters is located at Level 6, 341 George St., Sydney, NSW, 2000 Australia, and our telephone number is +61 2 9262 1443. Our U.S. headquarters is located at 1098 Harrison Street, San Francisco, California 94103 and our telephone number is (415) 701-1110. Our website address is www.atlassian.com. Information contained on, or that can be accessed through, our website is not incorporated by reference into this prospectus, and you should not consider information on our website to be part of this prospectus. The Atlassian design logo, “Atlassian” and our other registered

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and common law trade names, trademarks and service marks are the property of Atlassian Corporation Plc or our subsidiaries

Emerging Growth Company

The Jumpstart Our Business Startups Act (JOBS Act) was enacted in April 2012 with the intention of encouraging capital formation in the United States and reducing the regulatory burden on newly public companies that qualify as “emerging growth companies.” We are an emerging growth company within the meaning of the JOBS Act. As an emerging growth company, we may take advantage of certain exemptions from various public reporting requirements, including the requirement that our internal control over financial reporting be audited by our independent registered public accounting firm pursuant to Section 404 of the Sarbanes-Oxley Act of 2002 (Sarbanes-Oxley Act) and certain requirements related to the disclosure of executive compensation in this prospectus and in our periodic reports. We may take advantage of these exemptions until we are no longer an emerging growth company.

We will remain an emerging growth company until the earliest to occur of (i) the last day of the fiscal year in which we have more than $1.0 billion in annual sales; (ii) the date we qualify as a “large accelerated filer,” with at least $700 million of equity securities held by non-affiliates; (iii) the date on which we have issued, in any three-year period, more than $1.0 billion in non-convertible debt securities; and (iv) the last day of the fiscal year ending after the fifth anniversary of the completion of this offering.

See “Risk Factors—Risks Related to Our Business and Industry—We are an “emerging growth company” and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make our Class A ordinary shares less attractive to investors” for certain risks related to our status as an emerging growth company.

Foreign Private Issuer

We are incorporated in the United Kingdom, and a majority of our outstanding securities are owned by non-U.S. residents. After the consummation of this offering and under the rules of the U.S. Securities and Exchange Commission (“SEC”) and                  , we will be a “foreign private issuer.” As a foreign private issuer, we will be subject to less stringent corporate governance guidelines and different disclosure requirements than U.S. domiciled registrants. For example, we will not be required to file periodic reports and financial statements with the SEC as frequently or as promptly as domestic registrants whose securities are registered under the Securities Exchange Act of 1934, as amended (“Exchange Act”). Nevertheless, following this offering, we intend to submit quarterly interim consolidated financial data to the SEC under cover of the SEC’s Form 6-K. You will be able to read and obtain copies of these reports at the addresses set forth in “Where You Can Find Additional Information.” For additional information, see “Risk Factors—Risks Related to Investing in a Foreign Private Issuer or an English Company.” 

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THE OFFERING

 

 

Class A ordinary shares offered by us

                      shares

Class A ordinary shares to be outstanding after this offering

                      shares

Class B ordinary shares to be outstanding after this offering

 155,803,022 shares

Total Class A ordinary shares and Class B ordinary shares to be outstanding after this offering

                      shares

Underwriters’ option to purchase additional Class A ordinary shares

                      shares

Use of proceeds

We estimate that our net proceeds from the sale of our Class A ordinary shares that we are offering will be $        million, assuming an initial public offering price of $         per share, the midpoint of the estimated price range set forth on the cover page of this prospectus, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

The principal purposes of this offering are to increase our capitalization and financial flexibility and create a public market for our Class A ordinary shares. We intend to use the net proceeds we receive from this offering for general corporate purposes, including working capital, operating expenses and capital expenditures. We also may use a portion of the net proceeds to acquire complementary businesses, products, services or technologies. However, we do not have agreements or commitments for any specific acquisitions at this time. We also may use certain of the net proceeds to satisfy tax withholding obligations related to the vesting of restricted share units (“RSUs”) held by current and former employees. See “Use of Proceeds” for additional information.

Voting rights

Following this offering, we will have two classes of ordinary shares, Class A ordinary shares and Class B ordinary shares. Class A ordinary shares are entitled to one vote per share and Class B ordinary shares are entitled to ten votes per share.

Holders of our Class A ordinary shares and Class B ordinary shares will generally vote together as a single class, unless otherwise required by law or our amended and restated articles of association. The holders of our outstanding Class B ordinary shares will hold      % of the voting power of our outstanding shares following this offering and will have the ability to control the outcome of matters submitted to our shareholders for approval, including the election of our directors and the approval of any change in control transaction. See “Principal Shareholders” and “Description of Share Capital” for additional information.

Concentration of ownership

Upon the completion of this offering, our executive officers and directors and shareholders holding more than 5% of our outstanding shares, and their affiliates, will beneficially own, in the aggregate, approximately     % of our outstanding shares.

Proposed            trading symbol

“     ”

 

8


 

The number of Class A ordinary shares and Class B ordinary shares that will be outstanding after this offering is based on 29,308,595 Class A ordinary shares and 155,803,022 Class B ordinary shares outstanding as of June 30, 2015, and excludes:

·

16,933,464 Class A ordinary shares issuable upon the exercise of share options outstanding as of June 30, 2015, with a weighted-average exercise price of $2.11 per share;

·

9,849,221 Class A ordinary shares issuable upon the vesting of RSUs outstanding as of June 30, 2015;

·

1,552,500 Class B ordinary shares issuable upon the exercise of share options outstanding as of June 30, 2015, with a weighted-average exercise price of $0.56 per share; and

·

           Class A ordinary shares reserved for future issuance under our equity compensation plans, consisting of:

·

           Class A ordinary shares reserved for future issuance under our 2015 Share Incentive Plan (“2015 Plan”); and

·

           Class A ordinary shares reserved for future issuance under our 2015 Employee Share Purchase Plan (“ESPP”).

Our 2015 Plan and ESPP, which will become effective on the consummation of this offering, will provide for annual automatic increases in the number of shares reserved thereunder. Our 2015 Plan also will provide for increases in the number of shares reserved thereunder based on awards under our Atlassian UK Employee Share Option Plan (“Share Option Plan”),  2013 U.S. Share Option Plan (“2013 Plan”) and 2014 Restricted Share Unit Plan (“2014 Plan”) that expire, are forfeited or otherwise repurchased by us, as more fully described in “Management—Compensation—Equity Compensation Plans.”

Other than in our consolidated financial statements, and unless otherwise indicated, the information in this prospectus assumes:

·

the filing of our amended and restated articles of association, which will be in effect upon the completion of this offering;

·

the automatic conversion of (i) all outstanding convertible Series A preference shares into 12,387,798 Class A ordinary shares, (ii) all outstanding restricted shares into 13,669,637 Class A ordinary shares and (iii) all outstanding convertible Series B preference shares into 15,046,180 Class B ordinary shares as of June 30, 2015, the conversion of each of which will occur immediately prior to the completion of this offering;

·

no exercise of the underwriters’ option to purchase additional Class A ordinary shares; and

·

exercise prices for options for our share capital that are denoted in Australian dollars have been converted into U.S. dollars based on the U.S. Department of Treasury reporting rates of exchange as of June 30, 2015, which provides an exchange rate of U.S. $1.00 to AUS $1.3020.

9


 

SUMMARY CONSOLIDATED FINANCIAL AND OTHER DATA

The following tables summarize our consolidated financial and other data. We derived the consolidated statements of operations data for the fiscal years ended June 30, 2013, 2014 and 2015 and the consolidated summary of financial position data as of June 30, 2015 from our audited consolidated financial statements included elsewhere in this prospectus. We prepare our consolidated financial statements in accordance with International Financial Reporting Standards (“IFRS”), which includes all standards issued by the International Accounting Standards Board (“IASB”) and related interpretations issued by the IFRS Interpretations Committee.  You should read the following summary consolidated financial data in conjunction with “Selected Consolidated Financial and Other Data” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes included elsewhere in this prospectus.

 

 

 

 

 

 

 

 

 

 

 

 

 

Fiscal Year Ended June 30,

 

 

    

2013

    

2014

    

2015

 

 

 

(in thousands,except per share data)

 

Consolidated Statements of Operations Data:

 

 

 

 

 

 

 

 

 

 

Revenues

 

 

    

 

 

    

 

 

    

 

Subscription

 

$

28,780

 

$

51,007

 

$

85,891

 

Maintenance

 

 

83,978

 

 

112,134

 

 

160,373

 

Perpetual license

 

 

32,789

 

 

44,186

 

 

57,373

 

Other

 

 

2,965

 

 

7,782

 

 

15,884

 

Total revenues

 

 

148,512

 

 

215,109

 

 

319,521

 

Cost of revenues(1) (2)

 

 

33,031

 

 

37,986

 

 

52,932

 

Gross profit

 

 

115,481

 

 

177,123

 

 

266,589

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses

 

 

 

 

 

 

 

 

 

 

Research and development (1) 

 

 

57,301

 

 

78,640

 

 

140,853

 

Marketing and sales(1)(2)

 

 

18,795

 

 

34,968

 

 

67,989

 

General and administrative(1)

 

 

26,266

 

 

41,984

 

 

57,330

 

Total operating expenses

 

 

102,362

 

 

155,592

 

 

266,172

 

Operating income

 

 

13,119

 

 

21,531

 

 

417

 

Other non-operating income (expense), net

 

 

(1,918)

 

 

608

 

 

(1,318)

 

Finance income

 

 

474

 

 

317

 

 

226

 

Finance costs

 

 

(272)

 

 

(228)

 

 

(74)

 

Income (loss) before income tax benefit (expense)

 

 

11,403

 

 

22,228

 

 

(749)

 

Income tax benefit (expense)

 

 

(642)

 

 

(3,246)

 

 

7,524

 

Net income

 

$

10,761

 

$

18,982

 

$

6,775

 

Net income per share attributable to ordinary shareholders(3):

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.07

 

$

0.11

 

$

0.04

 

Diluted

 

$

0.07

 

$

0.11

 

$

0.04

 

Weighted-average shares outstanding used to compute net income per share attributable to ordinary shareholders(3):

 

 

 

 

 

 

 

 

 

 

Basic

 

 

140,748

 

 

141,530

 

 

144,008

 

Diluted

 

 

142,558

 

 

143,602

 

 

145,500

 

Pro forma net income per share attributable to ordinary shareholders(3):

 

 

 

 

 

 

 

 

 

 

Basic

 

 

 

 

 

 

 

$

0.04

 

Diluted

 

 

 

 

 

 

 

$

0.03

 

Pro forma weighted-average shares outstanding used to compute pro forma net income per share attributable to ordinary shareholders(3):

 

 

 

 

 

 

 

 

 

 

Basic

 

 

 

 

 

 

 

 

185,112

 

Diluted

 

 

 

 

 

 

 

 

204,177

 

_______________________________________

 

 

 

 

 

 

 

 

 

 

(1) Amounts include share-based payment expense, as follows:

 

 

    

 

 

    

 

 

    

 

Cost of revenues

 

$

251

 

$

625

 

$

2,862

 

Research and development

 

 

1,189

 

 

5,120

 

 

22,842

 

Marketing and sales

 

 

583

 

 

2,068

 

 

6,670

 

General and administrative

 

 

1,468

 

 

3,551

 

 

9,160

 

 

 

 

 

 

 

 

 

 

 

 

(2) Amounts include amortization of intangible assets, as follows:

 

 

 

 

 

 

 

 

 

 

Cost of revenues

 

$

7,633

 

$

7,591

 

$

6,417

 

Marketing and sales

 

 

129

 

 

98

 

 

40

 

 

 

 

 

 

 

 

 

 

 

 

(3) See Note 17 of the Notes to our Consolidated Financial Statements included elsewhere in this prospectus for an explanation of the method used to calculate basic, diluted and pro forma net income per share attributable to ordinary shareholders and the weighted-average number of shares used in the computation of the per share amounts.

 

 

10


 

 

 

 

 

 

 

 

 

 

 

 

As of June 30, 2015

 

 

 

 

 

 

Pro Forma

 

 

    

Actual

    

as Adjusted

 

 

 

(in thousands)

 

Consolidated Statement of Financial Position Data:

 

 

 

 

 

 

 

Cash and cash equivalents

    

$

187,094

 

$

 

 

Working capital

 

 

50,477

 

 

 

 

Total assets

 

 

397,161

 

 

 

 

Deferred revenue

 

 

136,565

 

 

 

 

Total shareholders’ equity

 

 

190,054

 

 

 

 

Our consolidated financial position data as of June 30, 2015 is presented on:

·

an actual basis; and

·

a pro forma as adjusted basis, giving effect to the sale and issuance of          Class A ordinary shares by us in this offering, based upon the assumed initial public offering price of $         per share, the midpoint of the estimated price range set forth on the cover page of this prospectus, after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us.

The pro forma as adjusted information set forth in the table above is illustrative only and will be adjusted based on the actual initial public offering price and other terms of this offering determined at pricing. A $1.00 increase or decrease in the assumed initial public offering price of $       per Class A ordinary share, the midpoint of the estimated price range set forth on the cover page of this prospectus, would increase or decrease each of our pro forma as adjusted cash and cash equivalents, working capital, total assets and total shareholders’ equity by approximately $     million, assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. Similarly, each increase or decrease of 1.0 million shares in the number of Class A ordinary shares offered by us would increase or decrease each of our pro forma as adjusted cash and cash equivalents, working capital, total assets and total shareholders’ equity by approximately $        million, assuming the assumed initial public offering price of $      per Class A ordinary share, the midpoint of the estimated price range set forth on the cover page of this prospectus, remains the same, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fiscal Year Ended June 30,

 

Other Data(1):

 

2013

 

2014

 

2015

 

 

 

(in thousands)

 

Non-IFRS operating income(2)

    

$

24,372

    

$

40,584

    

$

48,408

 

Non-IFRS net income(3)

 

 

22,014

 

 

38,035

 

 

54,766

 

Free cash flow(4)

 

 

47,064

 

 

65,021

 

 

65,545

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As of June 30,

 

 

 

2013

 

2014

 

2015

 

Customers

 

 

27,676

 

 

37,250

 

 

48,622

 


(1)

See “Selected Consolidated Financial and Other DataNon-IFRS Financial Results” for further information on non-IFRS operating income, non-IFRS net income and free cash flow, and for a reconciliation to the most comparable IFRS measures.

(2)

Non-IFRS operating income is a non-IFRS financial measure that we calculate as operating income excluding share-based payment expense and amortization of intangible assets.

(3)

Non-IFRS net income is a non-IFRS financial measure that we calculate as net income excluding share-based payment expense and amortization of intangible assets.

(4)

Free cash flow is a non-IFRS financial measure that we calculate as net cash provided by operating activities less purchases of property and equipment and intangible assets.

11


 

RISK FACTORS

Investing in our Class A ordinary shares involves a high degree of risk. Before making a decision to invest in our Class A ordinary shares, you should carefully consider the following risks, together with all of the other information contained in this prospectus, including our consolidated financial statements and related notes. While we believe that the risks and uncertainties described below are the material risks currently facing us, additional risks that we do not yet know of or that we currently think are immaterial may also arise and harm our business. If any of these risks actually occur, our business, results of operations, financial condition and prospects could be harmed. In that event, the trading price of our Class A ordinary shares could decline, which could cause you to lose all or part of your investment.

Risks Related to Our Business and Industry

Our rapid growth makes it difficult to evaluate our future prospects and may increase the risk that we will not continue to grow at or near historical rates.

We have been growing rapidly over the last several years, and as a result, our ability to forecast our future results of operations is subject to a number of uncertainties, including our ability to effectively plan for and model future growth. Our recent and historical growth should not be considered indicative of our future performance. Further, in future periods, our revenue could grow more slowly than in recent periods or decline for a number of reasons, including any reduction in demand for our products, increase in competition, limited ability to increase pricing, contraction of our overall market or our failure to capitalize on growth opportunities. We have encountered in the past, and will encounter in the future, risks and uncertainties frequently experienced by growing companies in rapidly changing industries. If our assumptions regarding these risks and uncertainties, which we use to plan and operate our business, are incorrect or change, or if we do not address these risks successfully, our operating and financial results could differ materially from our expectations, and our business would suffer. 

We may not be able to sustain our revenue growth rate or maintain profitability in the future.

Our historical growth rate should not be considered indicative of our future performance and may decline in the future. In addition, we expect expenses to increase substantially in the near term, particularly as we continue to make significant investments in research and development and technology infrastructure for our cloud offerings, expand our operations globally and develop new products and features for, and enhancements of, our existing products. In addition, in connection with operating as a public company, we will incur significant additional legal, accounting and other expenses that we did not incur as a private company. As a result of these significant investments, and in particular share-based compensation associated with our growth, we do not expect to achieve IFRS profitability in fiscal year 2016 and may not be able to achieve IFRS profitability in future periods. In addition, the additional expenses we will incur may not lead to sufficient additional revenue to maintain historical revenue growth rates and profitability.

The markets in which we participate are intensely competitive, and if we do not compete effectively, our business, results of operations and financial condition could be harmed.

The markets for our solutions are fragmented, rapidly evolving and highly competitive, and have relatively low barriers to entry. We face competition from both traditional, larger software vendors offering full collaboration and productivity suites and smaller companies offering point products for features and use cases. Our principal competitors vary depending on the product category and include Microsoft Corporation, IBM, Hewlett-Packard Company, Google, ServiceNow, salesforce.com and Zendesk and several smaller software vendors. In addition, some of our competitors have made acquisitions to offer a more comprehensive product or service offering, which may allow them to compete more effectively with our products. We expect this trend to continue as companies attempt to strengthen or maintain their market positions in an evolving industry. Companies resulting from these possible consolidations may create more compelling product offerings and be able to offer more attractive pricing options, making it more difficult for us to compete effectively.

Our competitors, particularly our larger competitors with greater financial and operating resources, may be able to respond more quickly and effectively than we can to new or changing

12


 

opportunities, technologies, standards or customer requirements. With the introduction of new technologies, the evolution of our products, and new market entrants, we expect competition to intensify in the future. For example, as we expand our focus into new use cases or other product offerings beyond software development teams, we expect competition to increase. Pricing pressures and increased competition generally could result in reduced sales, reduced margins, losses or the failure of our products to achieve or maintain more widespread market acceptance, any of which could harm our business, results of operations and financial condition.  

Many of our current and potential competitors have greater resources than we do with established marketing relationships, large enterprise salesforces, access to larger customer bases, pre-existing customer relationships, and major distribution agreements with consultants, system integrators and resellers. Additionally, some current and potential customers, particularly large organizations, have elected, and may in the future elect, to develop or acquire their own internal collaboration and productivity software tools that would reduce or eliminate the demand for our solutions.

Our products seek to serve multiple markets, and we are subject to competition from a wide and varied field of competitors. Some competitors, particularly new and emerging companies, could focus all their energy and resources on one product line or use case and, as a result, any one competitor could develop a more successful product or service in a particular market which could decrease our market share and harm our brand recognition and results of operations. For all of these reasons and others we cannot anticipate today, we may not be able to compete successfully against our current and future competitors, which could harm our business, results of operations and financial condition. 

Our distribution model of offering and deploying our products via both the cloud and on premises causes us to incur increased expenses and may pose challenges to our business.

We offer and sell our products via both the cloud and on premises using the customer’s own infrastructure. Our cloud offering enables quick setup and subscription pricing, while our on-premises offering permits more customization, a perpetual or term license fee structure and complete application control. Historically, our products were developed in the context of the on-premises offering, and we have less operating experience offering and selling our products via our cloud offering. Although a substantial majority of our revenue has historically been generated from customers using our on-premises products, we believe that over time more customers will move to the cloud offering, and the cloud offering will become more central to our distribution model. As more of our clients transition to the cloud, we may be subject to additional competitive pressures, which may harm our business. Additionally, if our cloud offering does not develop as quickly as we expect, or if we are unable to continue to scale our systems to meet the requirements of a successful large, cloud offering, our business may be harmed. We are directing a significant portion of our financial and operating resources to implement a robust cloud offering for our products, but even if we continue to make these investments, we may be unsuccessful in growing or implementing our cloud offering that competes successfully against our current and future competitors and our business, results of operations and financial condition could be harmed. 

Our business depends on our customers renewing their subscriptions and maintenance plans and purchasing additional licenses or subscriptions from us. Any decline in our customer retention or expansion would harm our future results of operations.

In order for us to maintain or improve our results of operations, it is important that our customers renew their subscriptions and maintenance plans when existing contract terms expire and that we expand our commercial relationships with our existing customers. Our customers have no obligation to renew their subscriptions or maintenance plans, and our customers may not renew subscriptions or maintenance plans with a similar contract period or with the same or greater number of users. Our customers do not enter into long-term contracts, rather they primarily have monthly or annual terms. Some of our customers have elected not to renew their agreements with us and it is difficult to accurately predict long-term customer retention.

Our customer retention and expansion may decline or fluctuate as a result of a number of factors, including our customers’ satisfaction with our products, our product support, our prices, the prices of competing software products, reductions in our customers’ spending levels, mergers and acquisitions

13


 

affecting our customer base or the effects of global economic conditions. If our customers do not purchase additional licenses or subscriptions or renew their subscriptions or maintenance plans, renew on less favorable terms or fail to add more users, our revenue may decline or grow less quickly, which would harm our future results of operations and prospects. 

If we are not able to develop new products and enhancements to our products that achieve market acceptance and that keep pace with technological developments, our business and results of operations would be harmed.

Our ability to attract new customers and increase revenue from existing customers depends in large part on our ability to enhance and improve our existing products and to introduce compelling new products that reflect the changing nature of our markets. The success of any enhancement to our products depends on several factors, including timely completion and delivery, competitive pricing, adequate quality testing, integration with existing technologies and our platform and overall market acceptance. Any new product or service that we develop may not be introduced in a timely or cost-effective manner, may contain bugs, or may not achieve the market acceptance necessary to generate significant revenue. If we are unable to successfully develop new products, enhance our existing products to meet customer requirements, or otherwise gain market acceptance, our business, results of operations and financial condition would be harmed

If we cannot continue to expand the use of our products beyond our initial focus on software developers, our ability to grow our business may be harmed.

Our ability to grow our business depends in part on our ability to persuade current and future customers to expand their use of our products to additional use cases beyond software developers. If we fail to predict customer demands or achieve further market acceptance of our products within these additional areas and teams, or if a competitor establishes a more widely adopted product for these applications, our ability to grow our business may be harmed.

We invest significantly in research and development, and to the extent our research and development investments do not translate into new products or material enhancements to our current products, or if we do not use those investments efficiently, our business and results of operations would be harmed.

A key element of our strategy is to invest significantly in our research and development efforts to develop new products and enhance our existing products to address additional applications and markets. In fiscal 2014 and 2015, our research and development expenses were 37% and 44% of our revenue, respectively. If we do not spend our research and development budget efficiently or effectively on compelling innovation and technologies, our business may be harmed and we may not realize the expected benefits of our strategy. Moreover, research and development projects can be technically challenging and expensive. The nature of these research and development cycles may cause us to experience delays between the time we incur expenses associated with research and development and the time we are able to offer compelling products and generate revenue, if any, from such investment. Additionally, anticipated customer demand for a product or service we are developing could decrease after the development cycle has commenced, and we would nonetheless be unable to avoid substantial costs associated with the development of any such product or service. If we expend a significant amount of resources on research and development and our efforts do not lead to the successful introduction or improvement of products that are competitive in our current or future markets, it would harm our business and results of operations.

If we fail to effectively manage our growth, our business and results of operations could be harmed.

We have experienced and expect to continue to experience rapid growth, which has placed, and may continue to place, significant demands on our management, operational and financial resources. For example, our headcount has grown from 533 employees as of June 30, 2013 to 769 employees as of June 30, 2014 to 1,259 employees as of June 30, 2015. In addition, we operate globally, sell our products to customers in more than 160 countries, and have employees in Australia, the United States, the

14


 

United Kingdom, the Netherlands, the Philippines, Japan and Germany. We plan to continue to expand our operations into other countries in the future, which will place additional demands on our resources and operations. We have also experienced significant growth in the number of customers, users, transactions and data that our products and our associated infrastructure support. Finally, our organizational structure is becoming more complex and we may need to scale and adapt our operational, financial and management controls, as well as our reporting systems and procedures to manage this complexity. We will require significant capital expenditures and the allocation of management resources to grow and change in these areas. If we fail to successfully manage our anticipated growth and change, the quality of our products may suffer, which could negatively affect our brand and reputation and harm our ability to retain and attract customers.

If our current marketing model is not effective in attracting new customers, we may need to incur additional expenses to attract new customers and our business and results of operations could be harmed.

Unlike traditional enterprise software vendors, who rely on direct sales methodologies and face long sales cycles, complex customer requirements and substantial upfront sales costs, we utilize a viral marketing model to target new customers. Through this word-of-mouth marketing, we have been able to build our brand with relatively low sales and marketing costs. We also build our customer base through various online marketing activities as well as targeted web-based content and online communications.  This strategy has allowed us to build a substantial customer base and community of users who use our products and act as advocates for our brand and solutions, often within their own corporate organizations. Attracting new customers and retaining existing customers requires that we continue to provide high-quality products at an affordable price and convince customers of our value proposition. If we do not attract new customers through word-of-mouth referrals, our revenue may grow more slowly than expected or decline. In addition, high levels of customer satisfaction and market adoption are central to our marketing model. Any decrease in our customers’ satisfaction with our products, including as a result of actions outside of our control, could harm word-of-mouth referrals and our brand. If our customer base does not continue to grow through word-of-mouth marketing and viral adoption, we may be required to incur significantly higher sales and marketing expenses in order to acquire new subscribers, which could harm our business and results of operations.

If our security measures are breached or unauthorized access to customer data is otherwise obtained, our products may be perceived as insecure, we may lose existing customers or fail to attract new customers, and we may incur significant liabilities.

Use of our solutions involve the storage, transmission and processing of our customers’ proprietary data, including potentially personal or identifying information. Unauthorized access to, or security breaches of, our products could result in the loss, compromise or corruption of data, loss of business, severe reputational damage adversely affecting customer or investor confidence, regulatory investigations and orders, litigation, indemnity obligations, damages for contract breach, penalties for violation of applicable laws or regulations, significant costs for remediation and other liabilities. We have incurred and expect to incur significant expenses to prevent security breaches, including deploying additional personnel and protection technologies, training employees, and engaging third-party experts and consultants. Our errors and omissions insurance coverage covering certain security and privacy damages and claim expenses may not be sufficient to compensate for all liabilities we incur.

We have in the past experienced breaches of our security measures and our products are at risk for future breaches as a result of third-party action, or employee, vendor or contractor error or malfeasance.

Because the techniques used to obtain unauthorized access or to sabotage systems change frequently and generally are not identified until they are launched against a target, we may be unable to anticipate these techniques or to implement adequate preventative measures. We may also experience security breaches that may remain undetected for an extended period and, therefore, have a greater impact on the products we offer, the proprietary data contained therein, and ultimately on our business.

15


 

One of our marketing strategies is to offer free trials or a limited free version or affordable starter license for certain products, and we may not be able to realize the benefits of this strategy.

We offer free trials, a limited free version or an affordable starter license for certain products in order to promote additional usage, brand and product awareness and adoption. Historically, a majority of users never convert to a paid version of our products from these free trials or limited free versions or upgrade beyond the starter license. Our marketing strategy also depends in part on persuading users who use the free trials, free version or starter license of our products to convince others within their organization to purchase and deploy our products. To the extent that these users do not become, or lead others to become, customers, we will not realize the intended benefits of this marketing strategy, and our ability to grow our business may be harmed.

Our business model relies on a high volume of transactions and affordable pricing. As lower cost, competitive products are introduced into the marketplace, our ability to generate new customers could be harmed.

Our business model is based in part on selling our products at prices lower than competing products from other commercial vendors. For example, we offer entry-level pricing for certain products for small teams at a price that typically does not require capital budget approval and is orders-of-magnitude less than the price of traditional enterprise software. As a result, our software is frequently purchased by first-time customers to solve specific problems and not as part of a strategic technology purchasing decision. As competitors enter the market with low cost alternatives to our products, it may be increasingly more difficult for us to compete effectively and our ability to garner new customers could be harmed. We may also from time to time increase our prices. Additionally, some customers may consider our products to be discretionary purchases, which may contribute to reduced demand for our offerings in times of economic uncertainty. If we are unable to sell our software in high volume, across new and existing customers, our business, results of operations and financial condition could be harmed.

We derive, and expect to continue to derive, a substantial majority of our revenue from a limited number of software products.

We derive, and expect to continue to derive, a substantial majority of our revenue from our JIRA and Confluence products. As such, the market acceptance of these products is critical to our success. Demand for these products and our other products is affected by a number of factors, many of which are beyond our control, such as continued market acceptance of our products by customers for existing and new use cases, the timing of development and release of new products, features and functionality that are lower cost alternatives introduced by us or our competitors, technological changes and developments within the markets we serve and growth or contraction in our addressable markets. If we are unable to continue to meet customer demands or to achieve more widespread market acceptance of our products, our business, results of operations and financial condition could be harmed.

If the Atlassian Marketplace does not continue to be successful, our business and results of operations could be harmed.

We operate Atlassian Marketplace, an online marketplace, for selling third-party, as well as Atlassian-built, add-ons and extensions. We rely on the Atlassian Marketplace to supplement our promotional efforts and build awareness of our products, and believe that third-party add-ons and extensions from the Atlassian Marketplace facilitate greater usage and customization of our products. If these vendors and developers stop developing or supporting these add-ons and extensions that they sell on Atlassian Marketplace, our business could be harmed. In addition, third-party add-ons and extensions may not meet the same quality standards that we apply to our own development efforts and, to the extent they contain bugs or defects, they may create disruptions in our customers’ use of our products, lead to data loss, damage our brand and reputation and affect the continued use of our products, any of which could harm our business, results of operations and financial condition.

16


 

Interruptions or performance problems associated with our technology and infrastructure may harm our business and results of operations.

Our continued growth depends in part on the ability of our existing and potential customers to access our solutions at any time and within an acceptable amount of time. In addition, we rely almost exclusively on our websites for the downloading and payment of all our products. We have experienced, and may in the future experience, disruptions, data loss, outages and other performance problems with our infrastructure and websites due to a variety of factors, including infrastructure changes, introductions of new functionality, human or software errors, capacity constraints, denial of service attacks or other security-related incidents. In some instances, we may not be able to identify the cause or causes of these performance problems within an acceptable period of time. It may become increasingly difficult to maintain and improve our performance, especially during peak usage times and as our products and websites become more complex and our user traffic increases. If our products and websites are unavailable or if our users are unable to access our products within a reasonable amount of time, or at all, our business would be harmed. Moreover, we depend on services from various third parties, such as Amazon Web Services and NTT Communications, to maintain our infrastructure and distribute our products via the Internet. Any disruptions in these services, including as a result of actions outside of our control, would significantly impact the continued performance of our products. In the future, these services may not be available to us on commercially reasonable terms, or at all. Any loss of the right to use any of these services could result in decreased functionality of our products until equivalent technology is either developed by us or, if available from another provider, is identified, obtained and integrated into our infrastructure. To the extent that we do not effectively address capacity constraints, upgrade our systems as needed, and continually develop our technology and network architecture to accommodate actual and anticipated changes in technology, our business, results of operations and financial condition could be harmed.

Real or perceived errors, failures, vulnerabilities or bugs in our products could harm our business and results of operations.

Errors, failures, vulnerabilities or bugs may occur in our products, especially when updates are deployed or new products are rolled out. Our solutions are often used in connection with large-scale computing environments with different operating systems, system management software, equipment and networking configurations, which may cause errors or failures of products, or other aspects of the computing environment into which they are deployed. In addition, deployment of our products into complicated, large-scale computing environments may expose errors, failures, vulnerabilities or bugs in our products. Any such errors, failures, vulnerabilities or bugs may not be found until after they are deployed to our customers. Real or perceived errors, failures, vulnerabilities or bugs in our products could result in negative publicity, loss of customer data, loss of or delay in market acceptance of our products, loss of competitive position, or claims by customers for losses sustained by them, all of which could harm our business and results of operations.

Any failure to offer high-quality product support may harm our relationships with our customers and our financial results.

In deploying and using our products, our customers depend on our product support teams to resolve complex technical and operational issues. We may be unable to respond quickly enough to accommodate short-term increases in customer demand for product support. We also may be unable to modify the nature, scope and delivery of our product support to compete with changes in product support services provided by our competitors. Increased customer demand for product support, without corresponding revenue, could increase costs and harm our results of operations. In addition, as we continue to grow our operations and reach a global and vast customer base, we need to be able to provide efficient product support that meets our customers’ needs globally at scale. The number of our customers has grown significantly and that will put additional pressure on our support organization. For example, the number of our customers has grown from 37,250 as of June 30, 2014 to 48,622 as of June 30, 2015. In order to meet these needs, we have relied in the past and will continue to rely on third-party contractors and self-service product support to resolve common or frequently asked questions, which supplement our customer support teams. If we are unable to provide efficient product support globally at

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scale, including through the use of third-party contractors and self-service support, our ability to grow our operations may be harmed and we may need to hire additional support personnel, which could harm our results of operations. Our sales are highly dependent on our business reputation and on positive recommendations from our existing customers. Any failure to maintain high-quality product support, or a market perception that we do not maintain high-quality product support, could harm our reputation, our ability to sell our products to existing and prospective customers, and our business, results of operations and financial condition.  

Our lack of a direct salesforce may impede the growth of our business.

We do not have a direct salesforce and our sales model does not include traditional, quota-carrying sales personnel. Although we believe our business model can continue to scale without a large enterprise salesforce, our viral marketing model may not continue to be as successful as we anticipate and the absence of a direct sales function may impede our future growth. As we continue to scale our business, a sales infrastructure could assist in reaching larger enterprise customers and growing our revenue. Identifying and recruiting qualified sales personnel and training them would require significant time, expense and attention and would significantly impact our business model. In addition, adding sales personnel would considerably change our cost structure and results of operations, and we may have to reduce other expenses, such as our research and development expenses, in order to accommodate a corresponding increase in sales and marketing expenses and maintain our profitability. If our lack of a direct salesforce limits us from reaching larger enterprise customers and growing our revenue and we are unable to hire, develop and retain talented sales personnel in the future, our revenue growth and results of operations may be harmed.

Our quarterly results may fluctuate significantly and may not fully reflect the underlying performance of our business.

Our quarterly financial results may fluctuate as a result of a variety of factors, many of which are outside of our control. If our quarterly financial results fall below the expectations of investors or any securities analysts who follow us, the price of our Class A ordinary shares could decline substantially. Factors that may cause our revenue, results of operations and cash flows to fluctuate from quarter to quarter include, but are not limited to:

·

our ability to attract new customers, retain and increase sales to existing customers, and satisfy our customers’ requirements;

·

changes in our or our competitors’ pricing policies and offerings;

·

new products, features, enhancements or functionalities introduced by our competitors;

·

the amount and timing of operating costs and capital expenditures related to the operations and expansion of our business;

·

significant security breaches, technical difficulties or interruptions to our products;

·

the number of new employees added;

·

changes in foreign currency exchange rates or adding additional currencies in which our sales are denominated;

·

the amount and timing of acquisitions or other strategic transactions;

·

extraordinary expenses such as litigation or other dispute-related settlement payments;

·

general economic conditions that may adversely affect either our customers’ ability or willingness to purchase additional licenses, subscriptions and maintenance plans, delay a prospective customer’s purchasing decision, reduce the value of new license, subscription or maintenance plans or affect customer retention;

·

the impact of new accounting pronouncements; and

·

the timing of the grant or vesting of equity awards to employees, directors or consultants.

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Many of these factors are outside of our control, and the occurrence of one or more of them might cause our revenue, results of operations and cash flows to vary widely. As such, we believe that quarter-to-quarter comparisons of our revenue, results of operations and cash flows may not be meaningful and should not be relied upon as an indication of future performance.

If we are unable to develop and maintain successful relationships with channel partners, our business, results of operations and financial condition could be harmed.

We have established relationships with certain channel partners to distribute our products. We believe that continued growth in our business is dependent upon identifying, developing and maintaining strategic relationships with our existing and potential channel partners that can drive substantial revenue and provide additional valued-added services to our customers. Our agreements with our existing channel partners are non-exclusive, meaning our channel partners may offer customers the products of several different companies, including products that compete with ours. They may also cease marketing our products with limited or no notice and with little or no penalty. We expect that any additional channel partners we identify and develop will be similarly non-exclusive and not bound by any requirement to continue to market our products. If we fail to identify additional channel partners, in a timely and cost-effective manner, or at all, or are unable to assist our current and future channel partners in independently distributing and deploying our products, our business, results of operations and financial condition could be harmed. If resellers do not effectively market and sell our products, or fail to meet the needs of our customers, our reputation and ability to grow our business may also be harmed.

If we are not able to maintain and enhance our brand, our business, results of operations and financial condition may be harmed.

We believe that maintaining and enhancing our reputation as a differentiated and category-defining company is critical to our relationships with our existing customers and to our ability to attract new customers. The successful promotion of our brand attributes will depend on a number of factors, including our channel partners’ marketing efforts, our ability to continue to develop high-quality products and our ability to successfully differentiate our products from competitive products. In addition, independent industry analysts often provide reviews of our products, as well as the products offered by our competitors, and perception of the relative value of our products in the marketplace may be significantly influenced by these reviews. If these reviews are negative, or less positive as compared to those of our competitors’ products, our brand may be harmed.

The promotion of our brand requires us to make substantial expenditures, and we anticipate that the expenditures will increase as our market becomes more competitive, as we expand into new markets, and as more sales are generated through our channel partners. To the extent that these activities yield increased revenue, this revenue may not offset the increased expenses we incur. If we do not successfully maintain and enhance our brand, our business may not grow, we may have reduced pricing power relative to competitors, and we could lose customers or fail to attract potential customers, any of which would harm our business, results of operations and financial condition.  

Our global operations subject us to risks that can harm our business, results of operations and financial condition.

A key element of our strategy is to operate globally and sell our products to customers across the world. Operating globally requires significant resources and management attention and will subject us to regulatory, economic, geographic and political risks. In particular, our global operations subject us to a variety of additional risks and challenges, including:

·

increased management, travel, infrastructure and legal compliance costs associated with having operations in many countries;

·

difficulties in enforcing contracts, including so-called “clickwrap” contracts that are entered into online, on which we have historically relied as part of our product licensing strategy, but which may be subject to additional legal uncertainty in some foreign jurisdictions;

·

increased financial accounting and reporting burdens and complexities;

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·

requirements or preferences 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 in each country or region and general economic uncertainty 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;

·

the preference for localized language support;

·

reduced protection for intellectual property rights in some countries and practical difficulties of enforcing rights abroad; and

·

compliance with the laws of numerous foreign taxing jurisdictions, including withholding obligations, and overlapping of different tax regimes.

Compliance with laws and regulations applicable to our global operations substantially increases our cost of doing business in foreign jurisdictions. We may be unable to keep current with changes in government requirements as they change from time to time. Failure to comply with these regulations could harm our business. In many countries, it is common for others to engage in business practices that are prohibited by our internal policies and procedures or other regulations applicable to us. Although we have implemented policies and procedures designed to ensure compliance with these laws and policies, there can be no assurance that all of our employees, contractors, partners and agents will comply with these laws and policies. Violations of laws or key control policies by our employees, contractors, partners or agents could result in delays in revenue recognition, financial reporting misstatements, enforcement actions, reputational harm, disgorgement of profits, fines, civil and criminal penalties, damages, injunctions, other collateral consequences or the prohibition of the importation or exportation of our products and could harm our business, results of operations and financial condition.

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We depend on our executive officers and other key employees and the loss of one or more of these employees or an inability to attract and retain highly skilled employees could harm our business.

Our success depends largely upon the continued services of our executive officers and key employees. We rely on our leadership team and other key employees in the areas of research and development, products, operations, security, marketing, IT, support and general and administrative functions. From time to time, there may be changes in our executive management team resulting from the hiring or departure of executives, which could disrupt our business. We do not have employment agreements with our executive officers or other key personnel that require them to continue to work for us for any specified period and, therefore, they could terminate their employment with us at any time. The loss of one or more of our executive officers, especially our co-chief executive officers, or key employees could harm our business.

In addition, in order to execute our growth plan, we must attract and retain highly qualified personnel. Competition for these personnel in Sydney, Australia, the San Francisco Bay Area, and in other locations where we maintain offices, is intense, especially for engineers experienced in designing and developing software and SaaS applications. We have, from time to time experienced, and we expect to continue to experience, difficulty in hiring and retaining employees with appropriate qualifications. In particular, recruiting and hiring senior product engineering personnel to work in our Sydney, Australia office, where our product team is concentrated, has been, and we expect to continue to be, challenging. If we are unable to hire talented product engineering personnel, we may be unable to scale our operations or release new products in a timely fashion and, as a result, customer satisfaction with our products may decline.

Many of the companies with which we compete for experienced personnel have greater resources than we have. If we hire employees from competitors or other companies, these employers may attempt to assert that the employees or we have breached certain legal obligations, resulting in a diversion of our time and resources. In addition, job candidates and existing employees often consider the value of the equity awards they receive in connection with their employment. If the value or perceived value of our equity awards declines, it may harm our ability to recruit and retain highly skilled employees. If we fail to attract new personnel or fail to retain and motivate our current personnel, our business, results of operations and financial condition could be harmed.

Acquisitions of other businesses, products or technologies could disrupt our business, and we may be unable to integrate acquired businesses and technologies successfully or achieve the expected benefits of such acquisitions.

We have completed a number of acquisitions and expect to evaluate and consider additional strategic transactions, including acquisitions of, or investments in, businesses, technologies, services, products, and other assets in the future. We also may enter into relationships with other businesses to expand our products, which could involve preferred or exclusive licenses, additional channels of distribution, discount pricing or investments in other companies.

Any acquisition, investment or business relationship may result in unforeseen operating difficulties and expenditures. In particular, we may encounter difficulties assimilating or integrating the businesses, technologies, products, personnel or operations of the acquired companies, particularly if the key personnel of the acquired companies choose not to work for us, their software and services are not easily adapted to work with our products, or we have difficulty retaining the customers of any acquired business due to changes in ownership, management or otherwise. Acquisitions may also disrupt our business, divert our resources and require significant management attention that would otherwise be available for development of our existing business. We may not successfully evaluate or utilize the acquired technology or personnel, or accurately forecast the financial impact of an acquisition transaction, including accounting charges. Moreover, the anticipated benefits of any acquisition, investment or business relationship may not be realized or we may be exposed to unknown risks or liabilities.

In the future, we may not be able to find other suitable acquisition candidates, and we may not be able to complete acquisitions on favorable terms, if at all. Our previous and future acquisitions may not

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achieve our goals, and any future acquisitions we complete could be viewed negatively by users, customers, developers or investors.

Negotiating these transactions can be time consuming, difficult and expensive, and our ability to complete these transactions may often be subject to approvals that are beyond our control. Consequently, these transactions, even if announced, may not be completed. For one or more of those transactions, we may:

·

issue additional equity securities that would dilute our existing shareholders;

·

use cash that we may need in the future to operate our business;

·

incur large charges, expenses or substantial liabilities;

·

incur debt on terms unfavorable to us or that we are unable to repay;

·

encounter difficulties retaining key employees of the acquired company or integrating diverse software codes or business cultures; and

·

become subject to adverse tax consequences, substantial depreciation, impairment or deferred compensation charges.

Our corporate culture has contributed to our success, and if we cannot maintain this culture as we grow, we could lose the innovative approach, creativity and teamwork fostered by our culture and our business could be harmed.

We believe that a critical contributor to our success has been our corporate culture, which we believe fosters innovation, teamwork and an emphasis on customer-focused results. In addition, we believe that our culture creates an environment that drives and perpetuates our product strategy and low-cost distribution approach. As we grow and develop the infrastructure of a public company, we may find it difficult to maintain our corporate culture. Any failure to preserve our culture could harm our future success, including our ability to retain and recruit personnel, innovate and operate effectively and execute on our business strategy.

We face exposure to foreign currency exchange rate fluctuations.

While we sell our products exclusively in U.S. dollars, we incur expenses in currencies other than the U.S. dollar, which exposes us to foreign currency exchange rate fluctuations. Because a large percentage of our expenses are denominated in the Australian dollar and due to the Australian dollar’s recent weakening position relative to the U.S. dollar, our results of operations were positively impacted by foreign currency rate fluctuations in recent periods. However, this may not continue, and future fluctuations could negatively impact our results of operations. In addition, in the future, we may transact in non-U.S. dollar currencies for our products, and, accordingly, future changes in the value of non-U.S. dollar currencies relative to the U.S. dollar could affect our revenue and results of operations due to transactional and translational remeasurements that are reflected in our results of operations.

We do not currently maintain a meaningful program to hedge exposures in non-U.S. dollar currencies. Moreover, other than our U.S. subsidiaries, our subsidiaries maintain net assets that are denominated in currencies other than the U.S. dollar. In the future, we may use derivative instruments, such as non-U.S. dollar currency forward and option contracts, to hedge certain exposures to fluctuations in non-U.S. dollar currency exchange rates. The use of such hedging instruments may not fully offset the adverse financial effects of unfavorable movements in non-U.S. dollar exchange rates over the limited time the hedges are in place. Moreover, the use of hedging instruments may introduce additional risks if we are unable to structure effective hedges with such instruments.

We are subject to government regulation, including import, export, economic sanctions and anti-corruption laws and regulations, that may expose us to liability and increase our costs.

Various of our products are subject to U.S. export controls, including the U.S. Department of Commerce’s Export Administration Regulations and economic and trade sanctions regulations

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administered by the U.S. Treasury Department’s Office of Foreign Assets Controls. These regulations may limit the export of our products and provision of our services outside of the United States, or may require export authorizations, including by license, a license exception or other appropriate government authorizations, including annual or semi-annual reporting and the filing of an encryption registration. Export control and economic sanctions laws may also include prohibitions on the sale or supply of certain of our products to embargoed or sanctioned countries, regions, governments, persons and entities. In addition, various countries regulate the importation of certain products, through import permitting and licensing requirements, and have enacted laws that could limit our ability to distribute our products. The exportation, reexportation, and importation of our products and the provision of services, including by our partners, must comply with these laws or else we may be adversely affected, through reputational harm, government investigations, penalties, and a denial or curtailment of our ability to export our products or provide services. Complying with export control and sanctions laws may be time consuming and may result in the delay or loss of sales opportunities. Although we take precautions to prevent our products from being provided in violation of such laws, our products may have in the past, and could in the future be, provided inadvertently in violation of such laws, despite the precautions we take. If we are found to be in violation of U.S. sanctions or export control laws, it could result in substantial fines and penalties for us and for the individuals working for us. Changes in export or import laws or corresponding sanctions, may delay the introduction and sale of our products in international markets, or, in some cases, prevent the export or import of our products to certain countries, regions, governments, persons or entities altogether, which could adversely affect our business, financial condition and results of operations.

We are also subject to various domestic and international anti-corruption laws, such as the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act, as well as other similar anti-bribery and anti-kickback laws and regulations. These laws and regulations generally prohibit companies and their employees and intermediaries from authorizing, offering or providing improper payments or benefits to officials and other recipients for improper purposes. We rely on certain third parties to support our sales and regulatory compliance efforts and can be held liable for their corrupt or other illegal activities, even if we do not explicitly authorize or have actual knowledge of such activities. Although we take precautions to prevent violations of these laws, our exposure for violating these laws increases as our international presence expands and as we increase sales and operations in foreign jurisdictions.

We recognize certain revenue streams over the term of our subscription and maintenance contracts. Consequently, downturns in new sales may not be immediately reflected in our results of operations and may be difficult to discern.

We generally recognize subscription and maintenance revenue from customers ratably over the terms of their contracts. As a result, a significant portion of the revenue we report in each quarter is derived from the recognition of deferred revenue relating to subscription and maintenance plans entered into during previous quarters. Consequently, a decline in new or renewed licenses, subscriptions and maintenance plans in any single quarter may only have a small impact on our revenue results for that quarter. However, such a decline will negatively affect our revenue in future quarters. Accordingly, the effect of significant downturns in sales and market acceptance of our products, and potential changes in our pricing policies or rate of expansion or retention, may not be fully reflected in our results of operations until future periods. We may also be unable to reduce our cost structure in line with a significant deterioration in sales. In addition, a significant majority of our costs are expensed as incurred, while a significant portion of our revenue is recognized over the life of the agreement with our customer. As a result, increased growth in the number of our customers could continue to result in our recognition of more costs than revenue in the earlier periods of the terms of certain of our customer agreements. Our subscription and maintenance revenue also makes it more difficult for us to rapidly increase our revenue through additional sales in any period, as revenue from certain new customers must be recognized over the applicable term.

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If we fail to integrate our products with a variety of operating systems, software applications, platforms and hardware that are developed by others, our products may become less marketable, less competitive, or obsolete and our results of operations would be harmed.

Our products must integrate with a variety of network, hardware, and software platforms, and we need to continuously modify and enhance our products to adapt to changes in hardware, software, networking, browser and database technologies. In particular, we have developed our products to be able to easily integrate with third-party SaaS applications, including the applications of software providers that compete with us, through the interaction of application programming interfaces, or APIs. In general, we rely on the fact that the providers of such software systems continue to allow us access to their APIs to enable these customer integrations. To date, we have not relied on a long-term written contract to govern our relationship with these providers. Instead, we are subject to the standard terms and conditions for application developers of such providers, which govern the distribution, operation and fees of such software systems, and which are subject to change by such providers from time to time. Our business may be harmed if any provider of such software systems: 

·

discontinues or limits our access to its APIs;

·

modifies its terms of service or other policies, including fees charged to, or other restrictions on us or other application developers;

·

changes how customer information is accessed by us or our customers;

·

establishes more favorable relationships with one or more of our competitors; or

·

develops or otherwise favors its own competitive offerings over ours.

We believe a significant component of our value proposition to customers is the ability to optimize and configure our products with these third-party SaaS applications through our respective APIs. If we are not permitted or able to integrate with these and other third-party SaaS applications in the future, demand for our products could be harmed and our business and results of operations would be harmed.

In addition, an increasing number of individuals within organizations are utilizing mobile devices to access the Internet and corporate resources and to conduct business. We have designed and continue to design mobile applications to provide access to our products through these devices. If we cannot provide effective functionality through these mobile applications as required by organizations and individuals that widely use mobile devices, we may experience difficulty attracting and retaining customers. Failure of our products to operate effectively with future infrastructure platforms and technologies could also reduce the demand for our products, resulting in customer dissatisfaction and harm to our business. If we are unable to respond to changes in a cost-effective manner, our products may become less marketable, less competitive or obsolete and our results of operations may be harmed.

Because our products can be used to collect and store personal information, global privacy and data security concerns could result in additional costs and liabilities to us or inhibit sales of our products.

Personal privacy and data security have become significant issues in the United States, Europe and in many other jurisdictions where we offer our products. The regulatory framework for privacy and security issues worldwide is rapidly evolving and is likely to remain uncertain for the foreseeable future. Many federal, state and foreign government bodies and agencies have adopted, or are considering adopting, laws and regulations regarding the collection, use and disclosure of personal information. In the United States, these include rules and regulations promulgated under the authority of federal agencies and state attorneys general and consumer protection agencies. Globally, virtually every jurisdiction in which we operate has established its own data security and privacy legal framework with which we or our customers must comply, including the Directive 95/46/EC on the protection of individuals with regard to the processing of personal data and on the free movement of such data, or the Data Protection Directive, established in the European Union and data protection legislation of the individual member states subject to the Directive. The Data Protection Directive will likely be replaced in time with the pending European

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General Data Protection Regulation which may impose additional obligations and risk upon our business. In many jurisdictions enforcement actions and consequences for non-compliance are also rising.

If we are not able to comply with certain regulations or obtain various infrastructure certifications, such as SOC2, our business and reputation may be harmed. In addition, in the future if we do not certify adherence to the U.S. Department of Commerce’s Safe Harbor Privacy Principles, or comply with the U.S.-EU and U.S.-Swiss Safe Harbor Frameworks, we may be exposed to additional risks and liability. As we expand into new industries and grow our customer base, we will need to comply with these and other new requirements. If we cannot comply or if we incur a violation in one or more of these requirements, some customers may be limited in their ability to purchase our products, our growth could be harmed and we could incur significant liability.

In addition to government regulation, privacy advocates and industry groups may propose new and different self-regulatory standards that either legally or contractually apply to us. Further, our customers may require us to comply with more stringent privacy and data security contractual requirements or obtain certifications that we do not currently have and any failure to obtain these certifications could reduce the demand for our products. If we were required to obtain additional industry certifications, we would incur significant additional expenses and we would have to divert resources which could slow the release of new products, all of which could harm our ability to effectively compete.

Because the interpretation and application of many privacy and data protection laws are uncertain, it is possible that these laws may be interpreted and applied in a manner that is inconsistent with our existing data management practices or the features of our products. If so, in addition to the possibility of fines, lawsuits and other claims and penalties, we could be required to fundamentally change our business activities and practices or modify our products, which could harm our business. Any inability to adequately address privacy and data security concerns, even if unfounded, or comply with applicable privacy or data security laws, regulations and policies, could result in additional cost and liability to us, damage our reputation, inhibit sales and harm our business.

Furthermore, the costs of compliance with, and other burdens imposed by, the laws, regulations and policies that are applicable to the businesses of our customers may limit the adoption and use of, and reduce the overall demand for, our products.

We may be sued by third parties for alleged infringement or misappropriation of their proprietary rights.

There is considerable patent and other intellectual property development activity in our industry. Our future success depends in part on not infringing upon or misappropriating the intellectual property rights of others. From time to time, our competitors or other third parties may claim that we are infringing upon or misappropriating their intellectual property rights, and we may be found to be infringing upon or misappropriating such rights. We may be unaware of the intellectual property rights of others that may cover some or all of our technology, or technology that we obtain from third parties. Any claims or litigation could cause us to incur significant expenses and, if successfully asserted against us, could require that we pay substantial damages or ongoing royalty payments, prevent us from offering our products or using certain technologies, require us to implement expensive work-arounds or require that we comply with other unfavorable terms. In the case of infringement or misappropriation caused by technology that we obtain from third parties, any indemnification or other contractual protections we obtain from such third parties, if any, may be insufficient to cover the liabilities we incur as a result of such infringement or misappropriation. We may also be obligated to indemnify our customers or business partners in connection with any such litigation and to obtain licenses, modify our products or refund fees, which could further exhaust our resources. In addition, we may incur substantial costs to resolve claims or litigation, whether or not successfully asserted against us, which could include payment of significant settlement, royalty or license fees, modification of our products or refunds to customers of fees. Even if we were to prevail in the event of claims or litigation against us, any claim or litigation regarding our intellectual property could be costly and time-consuming and divert the attention of our management and other employees from our business operations and disrupt our business.

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Indemnity provisions in various agreements potentially expose us to substantial liability for intellectual property infringement and other losses.

Our agreements with customers and other third parties may include indemnification or other provisions under which we agree to indemnify or otherwise be liable to them for losses suffered or incurred as a result of claims of intellectual property infringement, damages caused by us to property or persons, or other liabilities relating to or arising from our products or other acts or omissions. The term of these contractual provisions often survives termination or expiration of the applicable agreement. Large indemnity payments or damage claims from contractual breach could harm our business, results of operations and financial condition. Although we normally contractually limit our liability with respect to such obligations, we may still incur substantial liability related to them. Any dispute with a customer with respect to such obligations could have adverse effects on our relationship with that customer and other current and prospective customers, reduce demand for our products, and harm our business, results of operations and financial condition.  

We use open source software in our products that may subject our products to general release or require us to re-engineer our products, which may harm our business.

We use open source software in our products and expect to continue to use open source software in the future. There are uncertainties regarding the proper interpretation of and compliance with open source software licenses. Consequently, there is a risk that the owners of the copyrights in such open source software may claim that the open source licenses governing their use impose certain conditions or restrictions on our ability to use the software that we did not anticipate. Such owners may seek to enforce the terms of the applicable open source license, including by demanding release of the source code for the open source software, derivative works of such software, or, in some cases, our proprietary source code that uses or was developed using such open source software. These claims could also result in litigation, require us to purchase a costly license or require us to devote additional research and development resources to change our products, any of which could result in reputational harm and would harm our business and results of operations. In addition, if the license terms for the open source software we utilize change, we may be forced to re-engineer our products or incur additional costs to comply with the changed license terms or to replace the affected open source software. Although we have implemented policies and tools to regulate the use and incorporation of open source software into our products, we cannot be certain that we have not incorporated open source software in our products in a manner that is inconsistent with such policies.

Any failure to protect our intellectual property rights could impair our ability to protect our proprietary technology and our brand.

Our success and ability to compete depend in part upon our intellectual property. We primarily rely on a combination of patent, copyright, trade secret and trademark laws, trade secret protection and confidentiality or license agreements with our employees, customers, partners and others to protect our intellectual property rights. However, the steps we take to protect our intellectual property rights may be inadequate. We make business decisions about when to seek patent protection for a particular technology and when to rely upon trade secret protection, and the approach we select may ultimately prove to be inadequate. Even in cases where we seek patent protection, there is no assurance that the resulting patents will effectively protect every significant feature of our products. In addition, we believe that the protection of our trademark rights is an important factor in product recognition, protecting our brand and maintaining goodwill. If we do not adequately protect our rights in our trademarks from infringement, any goodwill that we have developed in those trademarks could be lost or impaired, which could harm our brand and our business. In any event, in order to protect our intellectual property rights, we may be required to spend significant resources to monitor and protect these rights. 

For example, in order to promote the transparency and adoption of our downloadable software, we provide our customers with the ability to request a copy of the source code of those products, which they may customize for their internal use under limited license terms, subject to confidentiality and use restrictions. If any of our customers misuses or distributes our source code in violation of our agreements with them, or anyone else obtains access to our source code, it could cost us significant time and resources to enforce our rights and remediate any resulting competitive harms.    

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Litigation brought to protect and enforce our intellectual property rights could be costly, time consuming and distracting to management. Furthermore, our efforts to enforce our intellectual property rights may be met with defenses, counterclaims and countersuits attacking the validity and enforceability of our intellectual property rights, which could result in the impairment or loss of portions of our intellectual property rights. Our failure to secure, protect and enforce our intellectual property rights could harm our brand and our business.

We may require additional capital to support our operations or the growth of our business and we cannot be certain that we will be able to secure this capital on favorable terms, or at all.

We may require additional capital to respond to business opportunities, challenges, acquisitions, a decline in the level of license, subscription or maintenance revenue for our products, or unforeseen circumstances. We may not be able to timely secure debt or equity financing on favorable terms, or at all. Any debt financing obtained by us could involve restrictive covenants relating to financial and operational matters, which may make it more difficult for us to obtain additional capital and to pursue business opportunities, including potential acquisitions. If we raise additional funds through further issuances of equity, convertible debt securities or other securities convertible into equity, our existing shareholders could suffer significant dilution in their percentage ownership of our company, and any new equity securities we issue could have rights, preferences and privileges senior to those of holders of our Class A ordinary shares. If we are unable to obtain adequate financing or financing on terms satisfactory to us, when we require it, our ability to continue to grow or support our business and to respond to business challenges could be significantly limited.

Taxing authorities may successfully assert that we should have collected or in the future should collect sales and use, value added or similar taxes, and we could be subject to liability with respect to past or future sales, which could harm our results of operations.

We do not collect sales and use, value added and similar taxes in all jurisdictions in which we have sales, based on our understanding that such taxes are not applicable. Sales and use, value added and similar tax laws and rates vary greatly by jurisdiction. Certain jurisdictions in which we do not collect such taxes may assert that such taxes are applicable, which could result in tax assessments, penalties, and interest, and we may be required to collect such taxes in the future. Such tax assessments, penalties and interest, or future requirements may harm our results of operations.

Our global operations and structure subject us to potentially adverse tax consequences.

We generally conduct our global operations through subsidiaries and report our taxable income in various jurisdictions worldwide based upon our business operations in those jurisdictions. In particular, our intercompany relationships are subject to complex transfer pricing regulations administered by taxing authorities in various jurisdictions. The relevant revenue and taxing authorities may disagree with positions we have taken generally, or our determinations as to the value of assets sold or acquired or income and expenses attributable to specific jurisdictions. If such a disagreement were to occur, and our position were not sustained, we could be required to pay additional taxes, interest and penalties, which could result in one-time tax charges, higher effective tax rates, reduced cash flows and lower overall profitability of our operations.

We restructured our corporate entities in 2014 and, as a result, our parent entity is now a company organized in the United Kingdom. Certain government agencies in jurisdictions where we and our affiliates do business have had an extended focus on issues related to the taxation of multinational companies. In addition, the Organization for Economic Co-operation and Development has initiated a base erosion and profit shifting project which seeks to establish certain international standards for taxing the worldwide income of multinational companies. As a result of these developments, the tax laws of certain countries in which we and our affiliates do business could change on a prospective or retroactive basis, and any such changes could increase our liabilities for taxes, interest and penalties, and therefore could harm our cash flows, results of operations and financial position.

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Certain estimates of market opportunity, forecasts of market growth and our operating metrics included in this prospectus may prove to be inaccurate.

Market opportunity estimates and growth forecasts are subject to significant uncertainty and are based on assumptions and estimates that may not prove to be accurate. The estimates and forecasts in this prospectus relating to the size and expected growth of our target market may prove to be inaccurate. Even if the markets in which we compete meet the size estimates and growth forecasted in this prospectus, our business could fail to grow at similar rates, if at all. In addition, our monthly active user metric is calculated using internal analytics and is subject to a number of assumptions and extrapolations, and as a result, the actual number of monthly active users may be different than our disclosed numbers.  

Changes in laws and regulations related to the Internet or changes in the Internet infrastructure itself may diminish the demand for our products, and could harm our business.

The future success of our business depends upon the continued use of the Internet as a primary medium for commerce, communication, and business applications. Federal, state, or foreign government bodies or agencies have in the past adopted, and may in the future adopt, laws or regulations affecting the use of the Internet as a commercial medium. Changes in these laws or regulations could require us to modify our products in order to comply with these changes. In addition, government agencies or private organizations have imposed and may impose additional taxes, fees, or other charges for accessing the Internet or commerce conducted via the Internet. These laws or charges could limit the growth of Internet-related commerce or communications generally, or result in reductions in the demand for Internet-based products such as ours. In addition, the use of the Internet as a business tool could be harmed due to delays in the development or adoption of new standards and protocols to handle increased demands of Internet activity, security, reliability, cost, ease-of-use, accessibility, and quality of service. The performance of the Internet and its acceptance as a business tool has been harmed by “viruses,” “worms,” and similar malicious programs and the Internet has experienced a variety of outages and other delays as a result of damage to portions of its infrastructure. If the use of the Internet is adversely affected by these issues, demand for our products could decline.

Catastrophic events may disrupt our business.

Natural disasters or other catastrophic events may cause damage or disruption to our operations, international commerce and the global economy, and thus could harm our business. We have a large employee presence in San Francisco, California and we operate or utilize data centers that are located in northern California and Virginia. The west coast of the United States contains active earthquake zones. In the event of a major earthquake, hurricane or catastrophic event such as fire, power loss, telecommunications failure, cyber-attack, war or terrorist attack, we may be unable to continue our operations and may endure system interruptions, reputational harm, delays in our application development, lengthy interruptions in our products, breaches of data security and loss of critical data, all of which could harm our business, results of operations and financial condition. 

Additionally, we rely on our network and third-party infrastructure and applications, internal technology systems, and our websites for our development, marketing, operational support, hosted services and sales activities. If these systems were to fail or be negatively impacted as a result of a natural disaster or other event, our ability to deliver products to our customers would be impaired.

As we grow our business, the need for business continuity planning and disaster recovery plans will grow in significance. If we are unable to develop adequate plans to ensure that our business functions continue to operate during and after a disaster, and successfully execute on those plans in the event of a disaster or emergency, our business and reputation would be harmed.

Adverse economic conditions could negatively impact our business.

Our results of operations may vary based on the impact of changes in our industry or the global economy on us or our customers. Our business depends on demand for business software applications generally and for collaboration software solutions in particular. In addition, the market adoption of our products and our revenue is dependent on the number of users of our products. To the extent that weak economic conditions reduce the number of personnel providing development or engineering services or

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that limit the available budgets within organizations for software products, demand for our products may be harmed. If economic conditions deteriorate, our customers and prospective customers may elect to decrease their information technology budgets, which would limit our ability to grow our business and harm our results of operations.

Risks Related to Ownership of Our Class A Ordinary Shares and this Offering

The dual class structure of our ordinary shares has the effect of concentrating voting control with certain shareholders, in particular, our co-chief executive officers and their affiliates, which will limit your ability to influence the outcome of important transactions, including a change in control.

Our Class B ordinary shares have ten votes per share, and our Class A ordinary shares, which are the shares we are selling in this offering, have one vote per share. Upon the completion of this offering, shareholders who hold our Class B ordinary shares will collectively hold    % of the voting power of our outstanding share capital and in particular, our co-chief executive officers, Messrs. Cannon-Brookes and Farquhar, will collectively hold     % of the voting power of our outstanding share capital. After the completion of this offering, the holders of our Class B ordinary shares will collectively continue to control a majority of the combined voting power of our share capital and therefore be able to control all matters submitted to our shareholders for approval so long as our Class B ordinary shares represent at least 10% of all of our outstanding Class A ordinary shares and Class B ordinary shares. These holders of our Class B ordinary shares may also have interests that differ from yours and may vote in a way with which you disagree and which may be adverse to your interests. This concentrated control may have the effect of delaying, preventing or deterring a change in control of our company, could deprive our shareholders of an opportunity to receive a premium for their shares as part of a sale of our company and might ultimately affect the market price of our Class A ordinary shares.

Future transfers by holders of our Class B ordinary shares will generally result in those shares converting into our Class A ordinary shares, subject to limited exceptions, such as certain transfers effected for estate planning purposes. The conversion of our Class B ordinary shares into our Class A ordinary shares will have the effect, over time, of increasing the relative voting power of those holders of Class B ordinary shares who retain their shares in the long term. If, for example, Messrs. Cannon-Brookes and Farquhar retain a significant portion of their holdings of our Class B ordinary shares for an extended period of time, they will control a significant portion of the voting power of our share capital for the foreseeable future. As members of our board of directors, Messrs. Cannon-Brookes and Farquhar each owe statutory and fiduciary duties to us and must act in good faith and in a manner they consider would be most likely to promote the success of the company for the benefit of shareholders as a whole. As shareholders, Messrs. Cannon-Brookes and Farquhar are entitled to vote their shares in their own interests, which may not always be in the interests of our shareholders generally. For a description of the dual class structure, see “Description of Share Capital.”

There has been no prior market for our Class A ordinary shares and an active market may not develop or be sustained and investors may not be able to resell their shares at or above the initial public offering price.

There has been no public market for our Class A ordinary shares prior to this offering. The initial public offering price for our Class A ordinary shares will be determined through negotiations between the underwriters and us and may vary from the market price of our Class A ordinary shares following this offering. If you purchase our Class A ordinary shares in this offering, you may not be able to resell those shares at or above the initial public offering price, if at all. An active or liquid market in our Class A ordinary shares may not develop following this offering or, if it does develop, it may not be sustainable.

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The market price of our Class A ordinary shares may be volatile or may decline regardless of our operating performance, and you may not be able to resell your shares at or above the initial public offering price.  

The trading price of our Class A ordinary shares is likely to be volatile and could fluctuate widely regardless of our operating performance. The market price of our Class A ordinary shares may fluctuate significantly in response to numerous factors, many of which are beyond our control, including:

·

actual or anticipated fluctuations in our results of operations;

·

the financial projections we may provide to the public, any changes in these projections or our failure to meet these projections;

·

failure of securities analysts to initiate or maintain coverage of our company, changes in financial estimates or ratings changes by any securities analysts who follow our company or our failure to meet these estimates or the expectations of investors;

·

announcements by us or our competitors of significant technical innovations, 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;

·

changes in accounting standards, policies, guidelines, interpretations or principles;

·

actual or anticipated developments in our business or our competitors’ businesses or the competitive landscape generally;

·

announced or completed acquisitions of businesses or technologies by us or our competitors;

·

developments or disputes concerning our intellectual property or our products, or third-party proprietary rights;

·

new laws or regulations, new interpretations of existing laws, or the new application of existing regulations to our business;

·

any major change in our board of directors or management;

·

additional Class A ordinary shares being sold into the market by us or our existing shareholders or the anticipation of such sales;

·

changes in operating performance and stock market valuations of technology companies in our industry;

·

lawsuits threatened or filed against us; and

·

other events or factors, including those resulting from war, incidents of terrorism, or responses to these events.

In addition, the stock markets, and in particular the market on which our Class A ordinary shares will be listed, have experienced extreme price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many technology companies. Stock prices of many technology companies have fluctuated in a manner unrelated or disproportionate to the operating performance of those companies. In the past, shareholders have instituted securities class action litigation following periods of market volatility. If we were to become involved in securities litigation, it could subject us to substantial costs, divert resources and the attention of management from operating our business, and harm our business, results of operations and financial condition.

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Substantial future sales of our Class A ordinary shares could cause the market price of our Class A ordinary shares to decline.

The market price of our Class A ordinary shares could decline as a result of substantial sales of our Class A ordinary shares, particularly sales by our directors, executive officers and significant shareholders, a large number of our Class A ordinary shares becoming available for sale or the perception in the market that holders of a large number of shares intend to sell their shares. After this offering, we will have                    outstanding Class A ordinary shares and 155,803,022 Class B ordinary shares, based on the number of shares outstanding as of June 30, 2015. This includes the Class A ordinary shares offered in this offering, which may be resold in the public market immediately. The remaining shares are currently restricted as a result of market stand-off agreements restricting their sale for a period of up to 180 days after the date of this prospectus, subject to certain exceptions. In addition, certain of these shares are subject to lock-up agreements with the underwriters, and Goldman, Sachs & Co. and Morgan Stanley & Co. LLC, as representatives of the underwriters, may, in their sole discretion, permit our officers, directors, employees and current shareholders who are subject to lock-up agreements to sell shares prior to the expiration of the lock-up agreements.

Additionally, the shares subject to outstanding options and RSU awards under our equity incentive plans and the shares reserved for future issuance under our equity incentive plans will become eligible for sale in the public market in the future, subject to certain legal and contractual limitations. See “Shares Eligible for Future Sale” for a more detailed description of sales that may occur in the future.

Upon completion of this offering, shareholders owning an aggregate of 9,635,820 Class A ordinary shares and 154,190,520 Class B ordinary shares will be entitled, under contracts providing for registration rights, to require us to register their shares for public sale in the United States. We also intend to register Class A ordinary shares that we may issue under our employee equity incentive plans and ESPP. Once we register these shares, they will be able to be sold freely in the public market upon issuance, subject to certain market stand-off or lock-up agreements.

Sales of our Class A ordinary shares as restrictions end or pursuant to registration rights may make it more difficult for us to sell equity securities in the future at a time and at a price that we deem appropriate. These sales also could cause the market price of our Class A ordinary shares to fall and make it more difficult for you to sell our Class A ordinary shares.

We are an “emerging growth company” and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make our Class A ordinary shares less attractive to investors.

We are an “emerging growth company,” as defined in the federal securities laws, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being immediately required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We cannot predict if investors will find our Class A ordinary shares less attractive because we may rely on these exemptions. If some investors find our Class A ordinary shares less attractive as a result, there may be a less active trading market for our Class A ordinary shares and our share price may be more volatile. We may remain an “emerging growth company” until the last day of the fiscal year following the five-year anniversary of the completion of this offering, although if the market value of our Class A ordinary shares that is held by non-affiliates exceeds $700 million as of the end of the second quarter of a fiscal year prior to the five-year anniversary, we would cease to be an “emerging growth company” as of the following December 31.

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The requirements of being a public company may strain our resources, divert management’s attention, and affect our ability to attract and retain executive officers and qualified board members.

As a public company, we will be subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, the listing requirements of the exchange upon which our shares are listed and other applicable securities rules and regulations. Compliance with these rules and regulations will increase our legal and financial compliance costs, make some activities more difficult, time-consuming, or costly and increase demand on our systems and resources, particularly after we are no longer an “emerging growth company” or if we were to lose our status as a “foreign private issuer” as discussed below. The Exchange Act requires, among other things, that we file annual reports with respect to our business and results of operations. The Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure controls and procedures and internal control over financial reporting. In order to maintain and, if required, improve our disclosure controls and procedures and internal control over financial reporting to meet this standard, significant resources and management oversight may be required. We will be required to disclose changes made in our internal control and procedures on a quarterly basis and we will be required to furnish a report by management on, among other things, the effectiveness of our internal control over financial reporting for the first fiscal year beginning after the effective date of this offering. However, our independent registered public accounting firm will not be required to formally audit and attest to the effectiveness of our internal control over financial reporting pursuant to Section 404 until the later of the year following our first annual report required to be filed with the SEC, or the date we are no longer an “emerging growth company.” As a result of the complexity involved in complying with the rules and regulations applicable to public companies, our management’s attention may be diverted from other business concerns, which could harm our business, results of operations and financial condition. In addition, the pressures of operating a public company may divert management’s attention to delivering short-term results, instead of focusing on long-term strategy.

We also expect that being a public company will make it more expensive for us to maintain adequate director and officer liability insurance, and we may be required to accept reduced coverage or incur substantially higher costs to obtain coverage. These factors could also make it more difficult for us to attract and retain qualified members of our board of directors, particularly to serve on our audit committee and compensation and leadership development committee, and qualified executive officers.

If we are unable to implement and maintain effective internal control over financial reporting in the future, investors may lose confidence in the accuracy and completeness of our financial reports and the market price of our Class A ordinary shares may be harmed.

As a public company, we will be required to maintain internal controls over financial reporting and to report any material weaknesses in such internal controls. We will also be required to furnish a report by management on the effectiveness of our internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act. We are in the process of designing, implementing, and testing the internal control over financial reporting required to comply with this obligation, which process is time consuming, costly, and complicated. If we identify material weaknesses in our internal control over financial reporting, if we are unable to comply with the requirements of Section 404 in a timely manner or assert that our internal control over financial reporting is effective, or if our independent registered public accounting firm is unable to express an opinion as to the effectiveness of our internal control over financial reporting, investors may lose confidence in the accuracy and completeness of our financial reports and the market price of Class A ordinary shares could be negatively affected, and we could become subject to investigations by the stock exchange on which our securities are listed, the SEC or other regulatory authorities, which could require additional financial and management resources.

We may invest or spend the proceeds of this offering or our future operating profits in ways with which you may not agree or in ways which may not yield a return.

Our management will have considerable discretion in the application of the net proceeds, and you will not have the opportunity, as part of your investment decision, to assess whether the proceeds are

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being used appropriately. The net proceeds may be used for corporate purposes that do not increase the value of our business, which could cause our share price to decline.

Moreover, we have in the past and intend to continue in the future, to donate a portion of our operating profit, revenues associated with our starter licenses for on-premises products and employee time to non-profit and charitable causes, which may not increase the value of our business.

If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business, our share price and trading volume could decline.

The trading market for our Class A ordinary shares will depend in part on the research and reports that securities or industry analysts publish about us or our business. If few securities analysts commence coverage of us, or if industry analysts cease coverage of us, the trading price for our Class A ordinary shares would be harmed. If one or more of the analysts who cover us downgrade our Class A ordinary shares or publish inaccurate or unfavorable research about our business, our Class A ordinary share price would likely decline. If one or more of these analysts cease coverage of us or fail to publish reports on us regularly, demand for our Class A ordinary shares could decrease, which might cause our Class A ordinary share price and trading volume to decline.

We do not expect to declare dividends in the foreseeable future.

We currently anticipate that we will retain future earnings for the development, operation and expansion of our business, and do not anticipate declaring or paying any cash dividends for the foreseeable future. Any return to shareholders will therefore be limited to the increase, if any, of our share price, which may never occur.

Risks Related to Investing in a Foreign Private Issuer or an English Company

As a foreign private issuer, we are permitted to report our financial results under IFRS, are exempt from certain rules under the U.S. securities laws and are permitted to file less information with the SEC than a U.S. company and our Class A ordinary shares are not listed, and we do not intend to list our shares, on any market in the United Kingdom, our country of incorporation. This may limit the information available to holders of our Class A ordinary shares.

We are a “foreign private issuer,” as defined in the SEC’s rules and regulations and, consequently, we are not subject to all of the disclosure requirements applicable to public companies organized within the United States. For example, we are exempt from certain rules under the Exchange Act that regulate disclosure obligations and procedural requirements related to the solicitation of proxies, consents or authorizations applicable to a security registered under the Exchange Act, including the U.S. proxy rules under Section 14 of the Exchange Act. In addition, our officers and directors are exempt from the reporting and “short-swing” profit recovery provisions of Section 16 of the Exchange Act and related rules with respect to their purchases and sales of our securities. Moreover, while we expect to submit quarterly interim consolidated financial data to the SEC under cover of the SEC’s Form 6-K, we will not be required to file periodic reports and financial statements with the SEC as frequently or as promptly as U.S. public companies and will not be required to file quarterly reports on Form 10-Q or current reports on Form 8-K under the Exchange Act. We cannot predict if investors will find our Class A ordinary shares less attractive because of these exemptions. If some investors find our Class A ordinary shares less attractive, there may be a less active trading market for our Class A ordinary shares and our share price may be more volatile.

Furthermore, our shares are not listed and we do not currently intend to list our shares on any market in the United Kingdom, our country of incorporation. As a result, we are not subject to the reporting and other requirements of companies incorporated and listed in the United Kingdom. Accordingly, there will be less publicly available information concerning our company than there would be if we were a public company organized in the United States.  

In addition, we report our financial statements under IFRS. There have been and there may in the future be certain significant differences between IFRS and generally accepted accounting principles adopted in the United States (“U.S. GAAP”), including differences related to revenue recognition,

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sharebased compensation expense, income tax and earnings per share. As a result, our financial information and reported earnings for historical or future periods could be significantly different if they were prepared in accordance with U.S. GAAP. As a result, you may not be able to meaningfully compare our financial statements under IFRS with those companies that prepare financial statements under U.S. GAAP.

As a foreign private issuer, we are permitted to follow certain home country corporate governance practices in lieu of certain requirements under the             listing standards. This may afford less protection to holders of our Class A ordinary shares than U.S. regulations.

As a foreign private issuer whose shares are listed on the            , we are permitted to follow English corporate law and the Companies Act 2006 (“Companies Act”) with regard to certain aspects of corporate governance in lieu of certain requirements under the             listing standards.

A foreign private issuer must disclose in its annual reports filed with the SEC each requirement under the             listing standards with which it does not comply, followed by a description of its applicable home country practice. Our home country practices differ in significant respects from the corporate governance requirements applicable to U.S. domestic issuers listed on             and may, therefore, afford less protection to holders of our Class A ordinary shares.

We may rely on exemptions available under the             listing standards to a foreign private issuer and follow our home country practices in the future, and as a result, you may not be provided with the benefits of certain corporate governance requirements of the             listing standards.

We may lose our foreign private issuer status in the future, which could result in significant additional cost and expense.

In order to maintain our current status as a foreign private issuer, either (1) a majority of voting power of our shares must be either directly or indirectly owned of record by non-residents of the United States or (2) (a) a majority of our executive officers or directors must not be U.S. citizens or residents, (b) more than 50% of our assets cannot be located in the United States, and (c) our business must be administered principally outside the United States. If we lost this status, we would be required to comply with the Exchange Act reporting and other requirements applicable to U.S. domestic issuers, which are more detailed and extensive than the requirements for foreign private issuers. We would also be required under current SEC rules to prepare our financial statements in accordance with U.S. GAAP and modify certain of our corporate governance practices in accordance with various SEC rules and the             listing standards. The regulatory and compliance costs to us under U.S. securities laws if we are required to comply with the reporting requirements applicable to a U.S. domestic issuer may be higher than the cost we would incur as a foreign private issuer. As a result, we expect that a loss of foreign private issuer status would increase our legal and financial compliance costs. We also expect that if we were required to comply with the rules and regulations applicable to U.S. domestic issuers, it would make it more difficult and expensive for us to obtain director and officer liability insurance. These rules and regulations could also make it more difficult for us to attract and retain qualified members of our board of directors.

Provisions contained in our articles of association and under the laws of England may frustrate or prevent an attempt to obtain control of us.

Provisions in our articles of association, as amended and restated in connection with this offering, may have the effect of delaying or preventing a change of control or changes in our management. Our amended and restated articles of association include provisions that:

·

establish an advance notice procedure for shareholder proposals to be brought before an annual meeting, including proposed nominations of persons for election to our board of directors;

·

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; and

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·

provide that vacancies on our board of directors may be filled only by a majority of directors then in office, even though less than a quorum.

Provisions of the laws of England may also have the effect of delaying or preventing a change of control or changes in our management. The Companies Act includes provisions that:

·

require that any action to be taken by our shareholders be effected at a duly called annual or general meeting and not by written consent; and

·

require the approval of the holders of at least 75% of our outstanding shares to amend the provisions of our articles of association.

These provisions may frustrate or prevent any attempts by our shareholders to replace or remove our current management by making it more difficult for shareholders to replace members of our board of directors, which is responsible for appointing the members of our management.

In addition, because we are a public limited company whose registered office is in the United Kingdom, we may become subject to the U.K. City Code on Takeovers and Mergers (“Takeover Code”) which is issued and administered by the U.K. Panel on Takeovers and Mergers (“Takeover Panel”). The Takeover Code applies, among other things, to an offer for a public company whose registered office is in the United Kingdom and whose securities are admitted to trading on a regulated market or multilateral trading facility in the United Kingdom (and for these purposes             does not fall within the definition of regulated market or multilateral trading facility), or to an offer for public company whose registered office is in the United Kingdom if the company is considered by the Takeover Panel to have its place of central management and control in the United Kingdom. Although we believe that the Takeover Code does not apply to us, the Takeover Panel will be responsible for determining whether we have our place of central management and control in the United Kingdom by looking at various factors, including the structure of our board of directors and where they are resident.

If at the time of a takeover offer the Takeover Panel determines that we have our place of central management and control in the United Kingdom, or if at that time we have our shares admitted to trading on a regulated market or multilateral trading facility in the United Kingdom (or a regulated market in one or more member states of the European Economic Area), we would be subject to a number of rules and restrictions, including but not limited to the following: (1) our ability to enter into deal protection arrangements with a bidder would be extremely limited; (2) we may not, without the approvals of our shareholders, be able to perform certain actions that could have the effect of frustrating an offer, such as issuing shares or carrying out acquisitions or disposals; and (3) we would be obliged to provide equality of information to all bona-fide competing bidders.

The rights of our shareholders may differ from the rights typically offered to shareholders of a U.S. corporation.

We are incorporated under English law. The rights of holders of Class A ordinary shares are governed by English law, including the provisions of the Companies Act, and by our articles of association. These rights differ in certain respects from the rights of shareholders in typical U.S. corporations organized under Delaware law. See “Description of Share Capital—Differences in Corporate Law” for a description of the principal differences between the provisions of the Companies Act applicable to us and the Delaware General Corporation Law relating to shareholders’ rights and protections.

Shareholders in certain jurisdictions may not be able to exercise their pre-emptive rights if we increase our share capital. 

Under the Companies Act, our shareholders generally have the right to subscribe and pay for a sufficient number of our shares to maintain their relative ownership percentages prior to the issuance of any new shares in exchange for cash consideration. Shareholders in certain jurisdictions may not be able to exercise their pre-emptive rights unless securities laws have been complied with in such jurisdictions with respect to such rights and the related shares, or an exemption from the requirements of the securities laws of these jurisdictions is available. We currently do not intend to register the Class A ordinary shares under the laws of any jurisdiction other than the United States, and no assurance can be

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given that an exemption from the securities laws requirements of other jurisdictions will be available to shareholders in these jurisdictions. To the extent that such shareholders are not able to exercise their pre-emptive rights, the pre-emptive rights would lapse and the proportional interests of such shareholders would be reduced.

Further, the Companies Act provides that in certain circumstances the pre-emptive rights available to shareholders can be overridden, including where there is an issue of shares for non-cash consideration or the disapplication of the pre-emptive rights is approved by the holders of at least 75% of our outstanding shares.  Our shareholders have approved the disapplication of these pre-emptive rights for a period of five years from our fiscal 2015 annual shareholder meeting.

U.S. holders of our shares could be subject to material adverse tax consequences if we are considered a “passive foreign investment company” for U.S. federal income tax purposes.

We do not believe that we are a passive foreign investment company, and we do not expect to become a passive foreign investment company. However, our status in any taxable year will depend on our assets, income and activities in each year, and because this is a factual determination made annually after the end of each taxable year, there can be no assurance that we will not be considered a passive foreign investment company for the current taxable year or any future taxable years. If we were a passive foreign investment company for any taxable year while a taxable U.S. holder held our shares, such U.S. holder would generally be taxed at ordinary income rates on any sale of our shares and on any dividends treated as “excess distributions.” An interest charge also generally would apply based on any taxation deferred during such U.S. holder’s holding period in the shares. See “TaxationCertain Material U.S. Federal Income Tax Considerations for U.S. Holders.”

U.S. investors may have difficulty enforcing civil liabilities against us, our directors or executive officers.

Under English law, a director owes various statutory and fiduciary duties to us, and not, except in certain limited circumstances, to shareholders. This means that under English law generally we, rather than the shareholders, are the proper claimant in an action in respect of a wrong done to us by a director. Notwithstanding this general position, the Companies Act provides that a court may allow a shareholder to bring a derivative claim, which is an action in respect of and on behalf of us, in respect of a cause of action arising from a director’s negligence, default, breach of duty or breach of trust. The ability to bring a derivative claim is, however, subject to compliance with a number of procedural requirements which may in practice be difficult for shareholders to comply with. 

We are a public limited company incorporated under the laws of England. Certain of our directors and executive officers and experts named in this prospectus reside outside the United States. In addition, a substantial portion of our assets and a substantial portion of the assets of such directors and executive officers, are located outside the United States. As a result, it may be difficult for an investor to serve legal process on us or our directors and executive officers or have any of them appear in a U.S. court.

It may not be possible to bring proceedings or enforce a judgment of a U.S. court in respect of civil liabilities predicated on the U.S. federal securities laws in England. The English courts will not enforce, either directly or indirectly, a penal, revenue or other public law of a foreign state. In addition, awards of punitive damages in actions brought in the United States or elsewhere may be unenforceable in England. An award of damages is usually considered to be punitive if it does not seek to compensate the claimant for loss or damage suffered and is instead intended to punish the defendant. In addition to public policy aspects of enforcement, the enforceability of any judgment in England will depend on the particular facts of the case such as the nature of the judgment and whether the English court considered the U.S. court to have had jurisdiction. It will also depend on the laws and treaties in effect at that time. The United States and the United Kingdom do not currently have a treaty or convention providing for the reciprocal recognition and enforcement of judgments, other than arbitration awards, in civil and commercial matters. Therefore, to enforce a judgment of a U.S. court, the party seeking to enforce the judgment must bring an action at common law in respect of the amount due under the judgment.

36


 

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS 

This prospectus contains forward-looking statements within the meaning of the federal securities laws, which statements involve substantial risks and uncertainties. Forward-looking statements generally relate to future events or our future financial or operating performance. In some cases, you can identify forward-looking statements because they contain words such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these words or other similar terms or expressions that concern our expectations, strategy, plans or intentions. Forward-looking statements contained in this prospectus include, but are not limited to, statements about:

·

our future financial performance, including our revenues, cost of revenues, gross profit or gross margin and operating expenses;

·

the sufficiency of our cash and cash equivalents to meet our liquidity needs;

·

our ability to increase the number of customers using our software;

·

our ability to attract and retain customers to use our products and solutions;

·

our ability to successfully expand in our existing markets and into new markets;

·

our ability to effectively manage our growth and future expenses;

·

our ability to maintain, protect and enhance our intellectual property;

·

our future profitability;

·

our ability to comply with modified or new laws and regulations applying to our business;

·

the attraction and retention of qualified employees and key personnel; and

·

future acquisitions of or investments in complementary companies, products, services or technologies.

We caution you that the foregoing list may not contain all of the forward-looking statements made in this prospectus.

You should not rely upon forward-looking statements as predictions of future events. We have based the forward-looking statements contained in this prospectus primarily on our current expectations and projections about future events and trends that we believe may affect our business, financial condition, results of operations and prospects. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties and other factors described in “Risk Factors” and elsewhere in this prospectus. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this prospectus. The results, events and circumstances reflected in the forward-looking statements may not be achieved or occur, and actual results, events or circumstances could differ materially from those described in the forward-looking statements.

The forward-looking statements made in this prospectus relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements made in this prospectus to reflect events or circumstances after the date of this prospectus or to reflect new information or the occurrence of unanticipated events, except as required by law. We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements and you should not place undue reliance on our forward-looking statements. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures or investments.

37


 

MARKET AND INDUSTRY DATA

This prospectus contains estimates and information concerning our industry, including market size and growth rates of the markets in which we participate, that are based on industry publications and reports. This information involves a number of assumptions and limitations, and you are cautioned not to give undue weight to these estimates. We have not independently verified the accuracy or completeness of the data contained in these industry publications and reports. The industry in which we operate is subject to a high degree of uncertainty and risk due to a variety of factors, including those described in “Risk Factors,” that could cause results to differ materially from those expressed in these publications and reports.

Certain information in the text of this prospectus is contained in independent industry publications. The source of these independent industry publications is provided below:

(1)

Gartner, Inc., Forecast: Software Markets, Worldwide, 2012-2019, 2Q15 Update, June 2015.

(2)

Gartner, Inc., Forecast: Enterprise Software Markets, Worldwide, 2012-2019, 2Q15 Update, June 2015.

(3)

International Data Corporation, Worldwide Collaborative Applications Forecast, 2015-2019, June 2015.

(4)

International Data Corporation, Worldwide Project and Portfolio Management Forecast, 2015-2019, June 2015.

(5)

Forrester Research, Inc., Info Workers Will Erase The Boundary Between Enterprise And Consumer Technologies, August 2012.

(6)

Tynan, Dan, “Boom or bust: The lowdown on code academies,” JavaWorld.com, February 10, 2014.

(7)

Evans Data Corp., Global Developer Population and Demographic Study, 2015.

The Gartner Reports described herein represent data, research opinion or viewpoints published, as part of a syndicated subscription service, by Gartner, Inc. and are not representations of fact. Each Gartner Report speaks as of its original publication date (and not as of the date of this prospectus) and the opinions expressed in the Gartner Reports are subject to change without notice.

38


 

USE OF PROCEEDS

We estimate that we will receive net proceeds from this offering of $        million based upon an assumed initial public offering price of $       per Class A ordinary share, the midpoint of the estimated price range set forth on the cover page of this prospectus, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. If the underwriters’ option to purchase additional shares from us is exercised in full, we estimate that our net proceeds would be approximately $          million, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

A $1.00 increase or decrease in the assumed initial public offering price of $       per Class A ordinary share, the midpoint of the estimated price range set forth on the cover page of this prospectus, would increase or decrease the net proceeds to us from this offering by approximately $     million, assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. Similarly, each increase or decrease of 1.0 million shares in the number of Class A ordinary shares offered by us would increase or decrease the net proceeds to us from this offering by approximately $        million, assuming the assumed initial public offering price of $      per Class A ordinary share,  the midpoint of the estimated price range set forth on the cover page of this prospectus, remains the same, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

The principal purposes of this offering are to increase our capitalization and financial flexibility and create a public market for our Class A ordinary shares. We intend to use the net proceeds we receive from this offering for general corporate purposes, including working capital, operating expenses and capital expenditures. We also may use a portion of the net proceeds to acquire complementary businesses, products, services or technologies. However, we do not have agreements or commitments for any specific acquisitions at this time. 

We also may use certain of the net proceeds to satisfy tax withholding obligations related to the vesting of RSUs held by current and former employees, which will begin to vest after the completion of this offering. We do not currently know the amount of net proceeds that would be used to satisfy these tax withholding obligations because it would be dependent on a number of factors, including our share price on the date of vesting and the number of shares underlying RSUs that vest on such date. Assuming the assumed initial public offering price of $         per Class A ordinary share, the midpoint of the estimated price range set forth on the cover page of this prospectus,              shares underlying RSUs vesting on such date and the statutory minimum income tax rate for our employees, we would use $         million to satisfy these tax withholding obligations. A $1.00 increase or decrease in the assumed initial public offering price of $          per Class A ordinary share,  the midpoint of the estimated price range set forth on the cover page of this prospectus, would increase or decrease the amount we would be required to pay to satisfy these tax withholding obligations by $         million.

We will have broad discretion over the uses of the net proceeds from this offering. Pending the use of proceeds from this offering as described above, we intend to invest the net proceeds to us from the offering in short-term, investment-grade, interest-bearing instruments.

DIVIDEND POLICY

While we have historically paid limited dividends, we do not have any present or future plan to pay dividends on our shares. Any future determination as to the declaration and payment of dividends, if any, will be at the discretion of our board of directors and will depend on then existing conditions, including our financial condition, operating results, contractual restrictions, capital requirements, business prospects and other factors our board of directors may deem relevant.

See “Taxation” and  “Description of Share CapitalOther U.K. Law ConsiderationsDividends” for more information on dividends.

39


 

CAPITALIZATION

The following table sets forth our cash and cash equivalents, short-term investments and capitalization as of June 30, 2015:

·

on an actual basis; and

·

on a pro forma as adjusted basis, giving effect to the sale and issuance of           Class A ordinary shares by us in this offering, based upon the assumed initial public offering price of $         per Class A ordinary share, the midpoint of the estimated price range set forth on the cover page of this prospectus, after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us.

The pro forma as adjusted information below is illustrative only, and our capitalization following the completion of this offering will be adjusted based on the actual initial public offering price and other terms of our initial public offering determined at pricing. You should read this table together with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes included elsewhere in this prospectus.

 

 

 

 

 

 

 

 

 

June 30, 2015

 

    

 

 

    

Pro Forma

 

 

Actual

 

as Adjusted

 

 

(in thousands)

Cash and cash equivalents

 

$

187,094

 

$

 

Short-term investments

 

$

30,251

 

$

 

 

 

 

 

 

 

 

Share capital

 

$

18,461

 

$

 

Share premium

 

 

5,744

 

 

 

Capital redemption reserve

 

 

98

 

 

 

Merger reserve

 

 

34,943

 

 

 

Share-based payments reserve

 

 

111,753

 

 

 

Foreign currency translation reserve

 

 

4,153

 

 

 

Retained earnings

 

 

14,902

 

 

 

Total capitalization

 

$

190,054

 

$

 

 

A $1.00 increase or decrease in the assumed initial public offering price of $       per Class A ordinary share, the midpoint of the estimated price range set forth on the cover page of this prospectus, would increase or decrease each of our pro forma as adjusted cash and cash equivalents, share capital and total capitalization by approximately $     million, assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. Similarly, each increase or decrease of 1.0 million shares in the number of Class A ordinary shares offered by us would increase or decrease each of our pro forma as adjusted cash and cash equivalents, share capital and total capitalization by approximately $        million, assuming the assumed initial public offering price of $      per Class A ordinary share, the midpoint of the estimated price range set forth on the cover page of this prospectus, remains the same, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. 

The number of Class A ordinary shares and Class B ordinary shares that will be outstanding after this offering is based on 29,308,595 Class A ordinary shares and 155,803,022 Class B ordinary shares outstanding as of June 30, 2015, and excludes:

·

16,933,464 Class A ordinary shares issuable upon the exercise of share options outstanding as of June 30, 2015, with a weighted-average exercise price of $2.11 per share;

·

9,849,221 Class A ordinary shares issuable upon the vesting of RSUs outstanding as of June 30, 2015;

40


 

·

1,552,500 Class B ordinary shares issuable upon the exercise of share options outstanding as of June 30, 2015, with a weighted-average exercise price of $0.56 per share; and

·

            Class A ordinary shares reserved for future issuance under our equity compensation plans, consisting of:

·

        Class A ordinary shares reserved for future issuance under our 2015 Plan; and

·

        Class A ordinary shares reserved for future issuance under our ESPP.

Our 2015 Plan and ESPP, which will become effective on the consummation of this offering, will provide for annual automatic increases in the number of shares reserved thereunder. Our 2015 Plan also will provide for increases in the number of shares reserved thereunder based on awards under our Share Option Plan, 2013 Plan and 2014 Plan that expire, are forfeited or otherwise repurchased by us, as more fully described in “Management—Compensation—Equity Compensation Plans.”

41


 

DILUTION

If you invest in our Class A ordinary shares in this offering, your interest will be diluted to the extent of the difference between the initial public offering price per Class A ordinary share and the pro forma as adjusted net tangible book value per ordinary share immediately after this offering.

Our pro forma net tangible book value as of June 30, 2015 was $161.8 million, or $0.87 per share. Pro forma net tangible book value per share represents the amount of our total tangible assets less our total liabilities, divided by the number of our ordinary shares outstanding as of June 30, 2015, after giving effect to the automatic conversion of (i) all outstanding convertible Series A preference shares into 12,387,798 Class A ordinary shares, (ii) all outstanding restricted shares into 13,669,637 Class A ordinary shares and (iii) all outstanding convertible Series B preference shares into 15,046,180 Class B ordinary shares in connection with our initial public offering.

After giving effect to the sale by us of               Class A ordinary shares in this offering at an assumed initial public offering price of $         per Class A ordinary share, the midpoint of the estimated price range set forth on the cover page of this prospectus, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us, our pro forma as adjusted net tangible book value as of June 30, 2015 would have been $         million, or $         per share. This amount represents an immediate increase in pro forma as adjusted net tangible book value of $         per share to our existing shareholders and an immediate dilution in pro forma as adjusted net tangible book value of $          per share to new investors purchasing Class A ordinary shares in this offering. We determine dilution by subtracting the pro forma as adjusted net tangible book value per share after this offering from the amount of cash that a new investor paid for a Class A ordinary share. The following table illustrates this dilution on a per share basis:

 

 

 

 

 

 

 

 

Assumed initial public offering price per share

    

 

 

    

$

 

 

Pro forma net tangible book value per share as of June 30, 2015

 

$

0.87

 

 

 

 

Increase in pro forma as adjusted net tangible book value per share attributable to new investors purchasing shares in this offering

 

 

 

 

 

 

 

Pro forma as adjusted net tangible book value per share after this offering

 

 

 

 

 

 

 

Dilution in pro forma as adjusted net tangible book value per share to new investors in this offering

 

 

 

 

$

 

 

 

A $1.00 increase or decrease in the assumed initial public offering price of $         per Class A ordinary share, the midpoint of the estimated price range set forth on the cover page of this prospectus, would increase or decrease our pro forma as adjusted net tangible book value per share after this offering by $          per share and increase or decrease the dilution to new investors by $         per share, in each case assuming the number of Class A ordinary shares offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. Similarly, each increase or decrease of 1.0 million shares in the number of Class A ordinary shares offered by us would increase or decrease our pro forma as adjusted net tangible book value by $         per share and increase or decrease the dilution to new investors by $         per share, in each case assuming the assumed initial public offering price of $       per Class A ordinary share, the midpoint of the estimated price range set forth on the cover page of this prospectus, remains the same, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

If the underwriters exercise their option to purchase additional Class A ordinary shares in full, the pro forma as adjusted net tangible book value per share of our ordinary shares would be $       per share, and the dilution in pro forma net tangible book value per share to investors purchasing Class A ordinary shares in this offering would be $        per share.    

The following table summarizes, as of June 30, 2015, on a pro forma as adjusted basis as described above, the number of our ordinary shares, the total consideration and the average price per share (i) paid to us by existing shareholders and (ii) to be paid by new investors acquiring our Class A ordinary shares in this offering at an assumed initial public offering price of $         per Class A ordinary share, the midpoint of the estimated price range set forth on the cover page of this prospectus, before

42


 

deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Average

 

 

 

Shares Acquired

 

Total Consideration

 

Price per

 

 

    

Number

    

Percent

    

Amount

    

Percent

    

Share

 

Existing shareholders

 

 

 

 

%  

$

 

 

 

%  

$

 

 

New investors

 

 

 

 

 

 

 

 

 

 

 

 

 

Totals

 

 

 

100

%  

$

 

 

100

%  

 

 

 

 

Each $1.00 increase or decrease in the assumed initial public offering price of $           per Class A ordinary share, the midpoint of the estimated price range set forth on the cover page of this prospectus, would increase or decrease the total consideration paid by new investors and total consideration paid by all shareholders by approximately $       million, assuming that the number of Class A ordinary shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting estimated underwriting discounts and commissions payable by us. In addition, to the extent any outstanding options to purchase ordinary shares are exercised, new investors will experience further dilution.

Except as otherwise indicated, the above discussion and tables assume no exercise of the underwriters’ option to purchase additional Class A ordinary shares. If the underwriters exercise their option to purchase additional shares in full from us, our existing shareholders would own         % and our new investors would own         % of the total number of our ordinary shares outstanding upon the completion of this offering.

The number of Class A ordinary shares and Class B ordinary shares that will be outstanding after this offering is based on 29,308,595 Class A ordinary shares and 155,803,022 Class B ordinary shares outstanding as of June 30, 2015, and excludes:

·

16,933,464 Class A ordinary shares issuable upon the exercise of share options outstanding as of June 30, 2015, with a weighted-average exercise price of $2.11 per share;

·

9,849,221 Class A ordinary shares issuable upon the vesting of RSUs outstanding as of June 30, 2015;

·

1,552,500 Class B ordinary shares issuable upon the exercise of share options outstanding as of June 30, 2015, with a weighted-average exercise price of $0.56 per share; and

·

                  Class A ordinary shares reserved for future issuance under our equity compensation plans, consisting of:

·

              Class A ordinary shares reserved for future issuance under our 2015 Plan; and

·

              Class A ordinary shares reserved for future issuance under our ESPP.

 

43


 

CORPORATE STRUCTURE

We were incorporated and registered in the United Kingdom in November 2013 as a public company limited by shares with the name Atlassian Corporation Plc. Our registered office is located at Exchange House, Primrose Street, London EC2A 2EG, c/o Herbert Smith Freehills LLP. Our principal offices are located at Level 6, 341 George St., Sydney, NSW, 2000 Australia and at 1098 Harrison Street, San Francisco, California 94103.

Atlassian Corporation Plc is a holding company and we conduct substantially all of our business through certain of our subsidiaries, including Atlassian Pty Ltd and Atlassian, Inc.

The principal laws and legislation under which we operate and under which the Class A ordinary shares will be issued is the Companies Act and the regulations made thereunder.

Reorganization

In February 2014, we carried out a reorganization of our corporate structure (the “Reorganization”). Prior to the Reorganization, from March 2007 to February 2014, Atlassian Corporation Pty Ltd, registered in Australia in November 2006 as an Australian proprietary company, limited by shares, was the ultimate holding company of the Atlassian group of companies (the “Group”). Prior to March 2007, Atlassian Pty Ltd, registered in Australia in October 2002 as an Australian proprietary company limited by shares, was the parent company of the Group.

The Reorganization involved:

·

interposing, or “top-hatting,” Atlassian Corporation Plc as the new holding company of the Group;

·

Atlassian Corporation Pty Ltd shareholders exchanging each of their shares for a beneficial ownership interest in shares of Atlassian Corporation Plc on a one-for-one basis; and

·

Atlassian Corporation Pty Ltd option holders exchanging each of their options for equivalent options issued by Atlassian Corporation Plc.

The Reorganization was carried out pursuant to a number of inter-conditional schemes of arrangement under the Australian Corporations Act 2001, and required the approval of the Atlassian Corporation Pty Ltd shareholders and option holders and also the approval of the Federal Court of Australia.

The implementation date for the Reorganization was February 12, 2014, on which date all shareholders of Atlassian Corporation Pty Ltd exchanged each of their Class B ordinary shares, Series A preference shares, Series B preference shares and restricted shares in Atlassian Corporation Pty Ltd for an unregistered depositary share evidencing beneficial ownership in newly issued Class B ordinary shares, Series A preference shares, Series B preference shares and restricted shares in Atlassian Corporation Plc on a one-for-one basis. These newly issued shares are currently held by a depositary for the benefit of our shareholders and are evidenced by unregistered depositary shares.

In addition, on February 12, 2014, all holders of options to purchase Class B ordinary shares and restricted shares of Atlassian Corporation Pty Ltd exchanged each of their options for equivalent options to purchase Class B ordinary shares and restricted shares of Atlassian Corporation Plc on a one-for-one basis.

As part of the Reorganization, Atlassian Corporation Pty Ltd became an indirect wholly-owned subsidiary of Atlassian Corporation Plc.

44


 

SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA

We derived the consolidated statements of operations data for the fiscal years ended June 30, 2013, 2014 and 2015 and the consolidated statement of financial position data as of June 30, 2014 and 2015 from our audited consolidated financial statements included elsewhere in this prospectus. We prepare our consolidated financial statements in accordance with IFRS, which includes all standards issued by the IASB and related interpretations issued by the IFRS Interpretations Committee.  You should read the following selected consolidated financial data in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements, related notes and other financial information included elsewhere in this prospectus.

 

 

 

 

 

 

 

 

 

 

 

 

 

Fiscal Year Ended June 30,

 

 

    

2013

    

2014

    

2015

 

 

 

(in thousands, except per share data)

 

Consolidated Statements of Operations Data:

 

 

 

 

 

 

 

 

 

 

Revenues

 

 

    

 

 

    

 

 

    

 

Subscription

 

$

28,780

 

$

51,007

 

$

85,891

 

Maintenance

 

 

83,978

 

 

112,134

 

 

160,373

 

Perpetual license

 

 

32,789

 

 

44,186

 

 

57,373

 

Other

 

 

2,965

 

 

7,782

 

 

15,884

 

Total revenues

 

 

148,512

 

 

215,109

 

 

319,521

 

Cost of revenues(1)(2)

 

 

33,031

 

 

37,986

 

 

52,932

 

Gross profit

 

 

115,481

 

 

177,123

 

 

266,589

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses

 

 

 

 

 

 

 

 

 

 

Research and development(1) 

 

 

57,301

 

 

78,640

 

 

140,853

 

Marketing and sales(1)(2)

 

 

18,795

 

 

34,968

 

 

67,989

 

General and administrative(1)

 

 

26,266

 

 

41,984

 

 

57,330

 

Total operating expenses

 

 

102,362

 

 

155,592

 

 

266,172

 

Operating income

 

 

13,119

 

 

21,531

 

 

417

 

Other non-operating income (expense), net

 

 

(1,918)

 

 

608

 

 

(1,318)

 

Finance income

 

 

474

 

 

317

 

 

226

 

Finance costs

 

 

(272)

 

 

(228)

 

 

(74)

 

Income (loss) before income tax benefit (expense)

 

 

11,403

 

 

22,228

 

 

(749)

 

Income tax benefit (expense)

 

 

(642)

 

 

(3,246)

 

 

7,524

 

Net income

 

$

10,761

 

$

18,982

 

$

6,775

 

Net income per share attributable to ordinary shareholders(3):

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.07

 

$

0.11

 

$

0.04

 

Diluted

 

$

0.07

 

$

0.11

 

$

0.04

 

Weighted-average shares outstanding used to compute net income per share attributable to ordinary shareholders(3):

 

 

 

 

 

 

 

 

 

 

Basic

 

 

140,748

 

 

141,530

 

 

144,008

 

Diluted

 

 

142,558

 

 

143,602

 

 

145,500

 

Pro forma net income per share attributable to ordinary shareholders(3):

 

 

 

 

 

 

 

 

 

 

Basic

 

 

 

 

 

 

 

$

0.04

 

Diluted

 

 

 

 

 

 

 

$

0.03

 

Pro forma weighted-average shares outstanding used to compute pro forma net income per share attributable to ordinary shareholders(3):

 

 

 

 

 

 

 

 

 

 

Basic

 

 

 

 

 

 

 

 

185,112

 

Diluted

 

 

 

 

 

 

 

 

204,177

 

_______________________________________

 

 

 

 

 

 

 

 

 

 

(1) Amounts include share-based payment expense, as follows:

 

 

    

 

 

    

 

 

    

 

Cost of revenues

 

$

251

 

$

625

 

$

2,862

 

Research and development

 

 

1,189

 

 

5,120

 

 

22,842

 

Marketing and sales

 

 

583

 

 

2,068

 

 

6,670

 

General and administrative

 

 

1,468

 

 

3,551

 

 

9,160

 

 

 

 

 

 

 

 

 

 

 

 

(2) Amounts include amortization of intangible assets, as follows:

 

 

 

 

 

 

 

 

 

 

Cost of revenues

 

$

7,633

 

$

7,591

 

$

6,417

 

Marketing and sales

 

 

129

 

 

98

 

 

40

 

 

 

 

 

 

 

 

 

 

 

 

(3) See Note 17 of the Notes to our Consolidated Financial Statements included elsewhere in this prospectus for an explanation of the method used to calculate basic, diluted and pro forma net income per share attributable to ordinary shareholders and the weighted-average number of shares used in the computation of the per share amounts.

 

 

45


 

 

 

 

 

 

 

 

 

 

 

 

As of June 30,

 

 

    

2014

    

2015

 

 

 

(in thousands)

 

Consolidated Statements of Financial Position Data:

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

116,766

 

$

187,094

 

Working capital

 

 

44,674

 

 

50,477

 

Total assets

 

 

262,038

 

 

397,161

 

Deferred revenue

 

 

89,183

 

 

136,565

 

Total shareholders’ equity

 

 

125,329

 

 

190,054

 

 

Non-IFRS Financial Results

We believe that the use of non-IFRS operating income, non-IFRS net income and free cash flow is helpful to our investors. These measures, which we refer to as our non-IFRS financial measures, are not prepared in accordance with IFRS. We calculate non-IFRS operating income as operating income excluding share-based payment expense and amortization of intangible assets. We calculate non-IFRS net income as net income excluding share-based payment expense and amortization of intangible assets. Because of varying available valuation methodologies, subjective assumptions and the variety of equity instruments that can impact a company’s non-cash expenses, we believe that providing non-IFRS financial measures that exclude share-based payment expense and amortization of intangible assets allow for more meaningful comparisons between our operating results from period to period.

We calculate free cash flow as net cash provided by operating activities less net cash used in investing activities for purchases of property and equipment and intangible assets. We consider free cash flow to be a liquidity measure that provides useful information to management and investors about the amount of cash generated by our business that can be used for strategic opportunities, including investing in our business, making strategic acquisitions and strengthening our statement of financial position. All of our non-IFRS financial measures are important tools for financial and operational decision making and for evaluating our own operating results over different periods of time.

The tables below provide reconciliations of non-IFRS financial measures to the most recent directly comparable financial measures calculated and presented in accordance with IFRS. Our non-IFRS measures may not be comparable to similarly titled measures of other organizations because other organizations may not calculate these measures in the same manner as we do. We prepare these measures to eliminate the impact of items that we do not consider indicative of our core operating performance. You are encouraged to evaluate these adjustments and the reason we consider them appropriate.

Our management uses non-IFRS operating income, non-IFRS net income and free cash flow:

·

as a measure of operating performance, because they do not include the impact of items not directly resulting from our core operations;

·

for planning purposes, including the preparation of our annual operating budget;

·

to allocate resources to enhance the financial performance of our business;

·

to evaluate the effectiveness of our business strategies; and

·

in communications with our board of directors concerning our financial performance.

We understand that, although non-IFRS operating income, non-IFRS net income and free cash flow are frequently used by investors and securities analysts in their evaluation of companies, these

46


 

measures have limitations as analytical tools, and you should not consider them in isolation or as substitutes for analysis of our results of operations as reported under IFRS.

 

 

 

 

 

 

 

 

 

 

 

 

 

Fiscal Year Ended June 30,

 

Other Data:

   

2013

   

2014

   

2015

 

 

 

(in thousands)

 

Non-IFRS operating income

 

$

24,372

 

$

40,584

 

$

48,408

 

Non-IFRS net income

 

 

22,014

 

 

38,035

 

 

54,766

 

Free cash flow

 

 

47,064

 

 

65,021

 

 

65,545

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As of June 30,

 

 

 

2013

 

2014

 

2015

 

Customers

 

 

27,676

 

 

37,250

 

 

48,622