Atlassian Corp 10-Q

ITEM 1. Financial Statements ATLASSIAN CORPORATION CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands, except par value and share data) (Unaudited) September 30, 2024 June 30, 2024 Assets Current assets: Cash and cash equivalents $ 2,055,597 $ 2,176,930 Marketable securities 161,401 161,973 Accounts receivable, net 484,120 628,049 Prepaid expenses and other current assets 165,508 109,312 Total current assets 2,866,626 3,076,264 Non-current assets: Property and equipment, net 83,660 86,315 Operating lease right-of-use assets 171,595 172,468 Strategic investments 220,479 223,221 Intangible assets, net 286,475 299,057 Goodwill 1,293,071 1,288,756 Deferred tax assets 4,819 3,934 Other non-current assets 66,568 62,118 Total assets $ 4,993,293 $ 5,212,133 Liabilities and Stockholders’ Equity Current liabilities: Accounts payable $ 167,467 $ 177,545 Accrued expenses and other current liabilities 477,045 577,359 Deferred revenue, current portion 1,744,240 1,806,269 Operating lease liabilities, current portion 47,406 48,953 Total current liabilities 2,436,158 2,610,126 Non-current liabilities: Deferred revenue, net of current portion 268,580 308,467 Operating lease liabilities, net of current portion 211,223 214,474 Long-term debt 986,345 985,911 Deferred tax liabilities 20,379 20,387 Other non-current liabilities 41,774 39,917 Total liabilities 3,964,459 4,179,282 Commitments and contingencies (Note 10) Stockholders’ equity Class A Common Stock, $ 0.00001 par value; 750,000,000 shares authorized, 160,713,952 and 159,544,123 issued and outstanding at September 30, 2024 and June 30, 2024, respectively 2 2 Class B Common Stock, 0.00001 par value; 230,000,000 shares authorized, 99,995,049 and 101,012,393 issued and outstanding at September 30, 2024 and June 30, 2024, respectively 1 1 Additional paid-in capital 4,498,214 4,212,064 Accumulated other comprehensive income 42,820 25,300 Accumulated deficit ( 3,512,203 ) ( 3,204,516 ) Total stockholders’ equity 1,028,834 1,032,851 Total liabilities and stockholders’ equity $ 4,993,293 $ 5,212,133 The above condensed consolidated financial statements should be read in conjunction with the accompanying notes. 3 ATLASSIAN CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per share data) (Unaudited) Three Months Ended September 30, 2024 2023 Revenues: Subscription $ 1,131,948 $ 851,982 Other 55,833 125,793 Total revenues 1,187,781 977,775 Cost of revenues (1) (2) 217,624 178,029 Gross profit 970,157 799,746 Operating expenses: Research and development (1) (2) 603,101 481,738 Marketing and sales (1) (2) 252,393 193,567 General and administrative (1) 146,641 143,310 Total operating expenses 1,002,135 818,615 Operating loss ( 31,978 ) ( 18,869 ) Other expense, net ( 19,432 ) ( 8,335 ) Interest income 28,564 25,226 Interest expense ( 7,318 ) ( 8,976 ) Loss before provision for income taxes ( 30,164 ) ( 10,954 ) Provision for income taxes ( 93,605 ) ( 20,929 ) Net loss $ ( 123,769 ) $ ( 31,883 ) Net loss per share attributable to Class A and Class B common stockholders: Basic $ ( 0.48 ) $ ( 0.12 ) Diluted $ ( 0.48 ) $ ( 0.12 ) Weighted-average shares used in computing net loss per share attributable to Class A and Class B common stockholders: Basic 260,477 257,907 Diluted 260,477 257,907 (1) Amounts include stock-based compensation, as follows: Cost of revenues $ 18,214 $ 16,821 Research and development 193,445 150,446 Marketing and sales 35,992 32,281 General and administrative 38,495 36,033 (2) Amounts include amortization of acquired intangible assets, as follows: Cost of revenues $ 10,116 $ 5,772 Research and development 94 94 Marketing and sales 3,672 2,365 The above condensed consolidated financial statements should be read in conjunction with the accompanying notes. 4 ATLASSIAN CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (in thousands) (Unaudited) Three Months Ended September 30, 2024 2023 Net loss $ ( 123,769 ) $ ( 31,883 ) Other comprehensive income (loss), net of reclassification adjustments: Foreign currency translation adjustment 5,660 ( 5,761 ) Net change in unrealized gain (loss) on marketable and privately held debt securities 1,354 ( 56 ) Net gain (loss) on cash flow hedging derivative instruments 10,506 ( 12,587 ) Other comprehensive income (loss), before tax 17,520 ( 18,404 ) Income tax effect — — Other comprehensive income (loss), net of tax 17,520 ( 18,404 ) Total comprehensive loss, net of tax $ ( 106,249 ) $ ( 50,287 ) The above condensed consolidated financial statements should be read in conjunction with the accompanying notes. 5 ATLASSIAN CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (in thousands) (Unaudited) Three Months Ended September 30, 2024 Common Stock Additional paid in capital Accumulated other comprehensive income Accumulated deficit Total stockholders’ equity Class A Class B Shares Amount Shares Amount Balance at June 30, 2024 159,388 $ 2 101,012 $ 1 $ 4,212,064 $ 25,300 $ ( 3,204,516 ) $ 1,032,851 Common stock issued 1,284 — — — 4 — — 4 Conversion from Class B Common Stock to Class A Common Stock 1,017 — ( 1,017 ) — — — — — Stock-based compensation — — — — 286,146 — — 286,146 Repurchases of Class A Common Stock ( 1,131 ) — — — — — ( 183,918 ) ( 183,918 ) Other comprehensive income, net of tax — — — — — 17,520 — 17,520 Net loss — — — — — — ( 123,769 ) ( 123,769 ) Balance at September 30, 2024 160,558 $ 2 99,995 $ 1 $ 4,498,214 $ 42,820 $ ( 3,512,203 ) $ 1,028,834 Three Months Ended September 30, 2023 Common Stock Additional paid in capital Accumulated other comprehensive income Accumulated deficit Total stockholders’ equity Class A Class B Shares Amount Shares Amount Balance at June 30, 2023 152,437 $ 2 105,124 $ 1 $ 3,130,631 $ 34,002 $ ( 2,509,964 ) $ 654,672 Common stock issued 1,048 — — — — — — — Conversion from Class B Common Stock to Class A Common Stock 1,038 — ( 1,038 ) — — — — — Stock-based compensation — — — — 235,581 — — 235,581 Repurchases of Class A Common Stock ( 349 ) — — — — — ( 65,341 ) ( 65,341 ) Other comprehensive loss, net of tax — — — — — ( 18,404 ) — ( 18,404 ) Net loss — — — — — ( 31,883 ) ( 31,883 ) Balance at September 30, 2023 154,174 $ 2 104,086 $ 1 $ 3,366,212 $ 15,598 $ ( 2,607,188 ) $ 774,625 The above condensed consolidated financial statements should be read in conjunction with the accompanying notes. 6 ATLASSIAN CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) (Unaudited) Three Months Ended September 30, 2024 2023 Cash flows from operating activities: Net loss $ ( 123,769 ) $ ( 31,883 ) Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation and amortization 22,827 15,084 Stock-based compensation 286,146 235,581 Deferred income taxes ( 768 ) 5,313 Amortization of interest rate swap contracts ( 7,155 ) — Net loss on strategic investments 15,292 6,248 Net foreign currency loss 3,040 181 Other 991 ( 1,246 ) Changes in operating assets and liabilities, net of business combinations: Accounts receivable, net 144,030 109,488 Prepaid expenses and other assets ( 39,914 ) ( 23,056 ) Accounts payable ( 10,144 ) ( 33,025 ) Accrued expenses and other liabilities ( 108,168 ) ( 71,331 ) Deferred revenue ( 101,916 ) ( 44,398 ) Net cash provided by operating activities 80,492 166,956 Cash flows from investing activities: Business combinations, net of cash acquired ( 4,975 ) — Purchases of property and equipment ( 6,151 ) ( 3,669 ) Purchases of strategic investments ( 14,050 ) ( 3,750 ) Purchases of marketable securities ( 43,704 ) ( 69,363 ) Proceeds from maturities of marketable securities 46,148 — Proceeds from sales of marketable securities and strategic investments 4,042 19,879 Net cash used in investing activities ( 18,690 ) ( 56,903 ) Cash flows from financing activities: Repurchases of Class A Common Stock ( 183,610 ) ( 65,879 ) Other ( 3,143 ) — Net cash used in financing activities ( 186,753 ) ( 65,879 ) Effect of foreign exchange rate changes on cash, cash equivalents and restricted cash 3,564 ( 3,280 ) Net increase (decrease) in cash, cash equivalents, and restricted cash ( 121,387 ) 40,894 Cash, cash equivalents, and restricted cash at beginning of period 2,178,122 2,103,915 Cash, cash equivalents, and restricted cash at end of period $ 2,056,735 $ 2,144,809 Reconciliation of cash, cash equivalents, and restricted cash within the condensed consolidated balance sheets to the amounts shown in the condensed consolidated statements of cash flows above: Cash and cash equivalents $ 2,055,597 $ 2,143,530 Restricted cash included in other non-current assets 1,138 1,279 Total cash, cash equivalents, and restricted cash $ 2,056,735 $ 2,144,809 Non-cash investing and financing activities: Purchase of property and equipment included in accrued expenses and other current liabilities 2,655 2,482 Repurchases of Class A Common Stock included in accrued expenses and other current liabilities 3,250 3,628 The above condensed consolidated financial statements should be read in conjunction with the accompanying notes. 7 ATLASSIAN CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ( Unaudited ) 1. Description of Business Atlassian Corporation (the “Company”) is a global technology company with a mission to unleash the potential of every team. Through a connected portfolio of products with discrete value propositions and built on the Atlassian platform and data model, Atlassian gives all teams the right teamwork foundations so they can plan and track work, align on goals, and unleash knowledge across the organization. The Company’s primary products include Jira for planning and project management, Confluence for content creation and sharing, Jira Service Management for team service, management and support applications, Loom for asynchronous video collaboration, and Rovo for unlocking organizational knowledge. The Company’s fiscal year ends on June 30 of each year. References to fiscal year 2025, for example, refer to the fiscal year ending June 30, 2025. 2. Summary of Significant Accounting Policies Basis of Presentation The accompanying condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). These principles are established primarily by the Financial Accounting Standards Board (“FASB”). The accompanying condensed consolidated financial statements contain all normal recurring adjustments which are necessary to fairly present the condensed consolidated balance sheets as of September 30, 2024 and June 30, 2024, the statements of operations, comprehensive loss, stockholders’ equity, and cash flows for the three months ended September 30, 2024 and 2023. Certain reclassifications have been made to prior period balances to conform to the current period presentation. “Maintenance” revenues have been reclassified to “Other” revenues on the Company’s condensed consolidated statements of operations. This reclassification had no impact on previously reported total revenues. These condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures made are sufficient to make the information not misleading . Results of operations for interim periods are not necessarily indicative of results for the entire year or of the results to be expected in future periods. Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. Use of Estimates The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make certain estimates and assumptions in the Company’s condensed consolidated financial statements. These estimates are based on information available as of the date of the condensed consolidated financial statements. Such management estimates and assumptions include, but are not limited to the determination of: • the standalone selling price of performance obligations for revenue contracts with multiple performance obligations; • the recognition, measurement and valuation of current and deferred income taxes and uncertain tax positions. Actual results could differ materially from these estimates. 8 Significant Accounting Policies There were no significant changes to the Company’s significant accounting policies disclosed in Note 2, “ Summary of Significant Accounting Policies, ” of its Annual Report on Form 10-K for fiscal year 2024, which was filed with the SEC on August 16, 2024. Concentration of Credit Risk and Significant Customers Financial instruments potentially exposing the Company to credit risk consist primarily of cash, cash equivalents, accounts receivable, derivative contracts and investments. The Company holds cash at financial institutions that management believes are high credit, quality financial institutions and invests in investment grade securities rated A- and above. The Company’s derivative contracts expose it to credit risk to the extent that the counterparties may be unable to meet the terms of the arrangement. The Company enters into master netting agreements with select financial institutions to reduce its credit risk and trades with several counterparties to reduce its concentration risk with any single counterparty. The Company does not have significant exposure to counterparty credit risk at this time. In addition, the Company does not require nor is required to post collateral of any kind related to any foreign currency derivatives. Credit risk arising from accounts receivable is mitigated to a certain extent due to the Company’s large number of customers and their dispersion across various industries and geographies. The Company’s customer base is highly diversified, thereby limiting credit risk. The Company manages credit risk with customers by closely monitoring its receivables and contract assets. The Company continuously monitors outstanding receivables locally to assess whether there is objective evidence that outstanding accounts receivables and contract assets are credit-impaired. As of September 30, 2024 and June 30, 2024, no customer represented more than 10% of the total accounts receivable balance. For the three months ended September 30, 2024 and 2023, no customer represented more than 10% of total revenues. New Accounting Standards Not Yet Adopted in Fiscal Year 2025 In November 2023, the FASB issued Accounting Standards Update (“ASU”) No. 2023-07 “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures.” This ASU expands public entities’ segment disclosures by requiring disclosure of significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment items, and interim disclosures of a reportable segment’s profit or loss and assets. All disclosure requirements under ASU 2023-07 are also required for public entities with a single reportable segment. This ASU is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024 with early adoption permitted and requires retrospective application to all prior periods. The Company is currently evaluating the impact of the new guidance and does not expect it to have a material impact on its consolidated financial statements. In December 2023, the FASB issued ASU No. 2023-09 “Income Taxes (Topic 740): Improvements to Income Tax Disclosures.” This ASU requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. This ASU is effective for fiscal years beginning after December 15, 2024. The Company is currently evaluating the impact of the new guidance and does not expect it to have a material impact on its consolidated financial statements. Recently Adopted Accounting Pronouncements In June 2022, the FASB issues ASU No. 2022-03 “Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restriction.” This ASU clarifies that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring fair value. This amendment also requires public entities to add certain disclosures for equity securities subject to contractual sale restrictions. The Company prospectively adopted this standard effective July 1, 2024. The adoption did not have a material impact on the Company’s condensed consolidated financial statements and disclosures. 3. Fair Value Measurements The following table presents the Company’s financial assets and liabilities measured at fair value on a recurring basis as of September 30, 2024, by level within the fair value hierarchy (in thousands): 9 Level 1 Level 2 Total Assets measured at fair value Cash and cash equivalents: Money market funds $ 1,433,615 $ — $ 1,433,615 Marketable securities: U.S. treasury securities — 54,096 54,096 Agency securities — 3,251 3,251 Certificates of deposit and time deposits — 10,000 10,000 Commercial paper — 15,870 15,870 Corporate debt securities — 78,184 78,184 Derivative financial instruments — 28,110 28,110 Total assets measured at fair value $ 1,433,615 $ 189,511 $ 1,623,126 Liabilities measured at fair value Derivative financial instruments $ — $ 318 $ 318 Total liabilities measured at fair value $ — $ 318 $ 318 The following table presents the Company’s financial assets and liabilities measured at fair value on a recurring basis as of June 30, 2024, by level within the fair value hierarchy (in thousands): Level 1 Level 2 Total Assets measured at fair value Cash and cash equivalents: Money market funds $ 1,563,234 $ — $ 1,563,234 Marketable securities: U.S. treasury securities — 52,517 52,517 Agency securities — 3,199 3,199 Certificates of deposit and time deposits — 10,000 10,000 Commercial paper — 20,010 20,010 Corporate debt securities — 76,247 76,247 Derivative financial instruments — 9,292 9,292 Total assets measured at fair value $ 1,563,234 $ 171,265 $ 1,734,499 Liabilities measured at fair value Derivative financial instruments $ — $ 1,701 $ 1,701 Total liabilities measured at fair value $ — $ 1,701 $ 1,701 Due to the short-term nature of accounts receivables, net, contract assets, accounts payable, accrued expenses, and other current liabilities, their carrying amount is assumed to approximate their fair value. Determination of Fair Value The Company uses quoted prices in active markets for identical assets to determine the fair value of the Company’s Level 1 investments. The fair value of the Company’s Level 2 investments is determined based on quoted market prices or alternative market observable inputs. Strategic Investments Measured and Recorded at Fair Value on a Non-Recurring Basis The Company’s investments in privately held companies are not included in the tables above and are discussed in Note 4, “Investments.” The carrying value of the Company’s privately held equity securities are adjusted on a non-recurring basis upon observable price changes in orderly transactions for identical or similar investments of the same issuer, or impairment (referred to as the measurement alternative). Privately held equity 10 securities that have been remeasured during the period based on observable price changes in orderly transactions are classified within Level 2 or Level 3 in the fair value hierarchy because the Company estimates the value based on valuation methods which may include a combination of the observable transaction price at the transaction date and other unobservable inputs including volatility, rights and preferences of the investments, and obligations of the securities the Company holds. The fair value of privately held equity securities that have been remeasured due to impairment are classified within Level 3. The Company’s privately held debt and equity securities amounted to $ 158.8 million and $ 148.7 million as of September 30, 2024 and June 30, 2024, respectively. 4. Investments Marketable Securities The Company’s investments of marketable securities as of September 30, 2024, consisted of the following (in thousands): Amortized Cost Unrealized Gains Unrealized Losses Fair Value U.S. treasury securities $ 53,609 $ 487 $ — $ 54,096 Agency securities 3,194 57 — 3,251 Certificates of deposit and time deposits 10,000 — — 10,000 Commercial paper 15,870 — — 15,870 Corporate debt securities 77,561 624 ( 1 ) 78,184 Total marketable securities $ 160,234 $ 1,168 $ ( 1 ) $ 161,401 The Company’s investments of marketable securities as of June 30, 2024, consisted of the following (in thousands): Amortized Cost Unrealized Gains Unrealized Losses Fair Value U.S. treasury securities $ 52,570 $ 30 $ ( 83 ) $ 52,517 Agency securities 3,194 5 — 3,199 Certificates of deposit and time deposits 10,000 — — 10,000 Commercial paper 20,010 — — 20,010 Corporate debt securities 76,386 7 ( 146 ) 76,247 Total marketable securities $ 162,160 $ 42 $ ( 229 ) $ 161,973 The table below summarizes the Company’s marketable securities by remaining contractual maturity based on their effective maturity dates (in thousands): September 30, 2024 June 30, 2024 Due in one year or less $ 76,391 $ 101,543 Due in one year through five years 85,010 60,430 Total marketable securities $ 161,401 $ 161,973 The Company regularly reviews the changes to the rating of its marketable securities by rating agencies and monitors the surrounding economic conditions to assess the risk of expected credit losses. As of September 30, 2024, and June 30, 2024, unrealized losses and the related risk of expected credit losses were not material. Strategic Investments Carrying value of privately held debt securities The Company’s investments of privately held debt securities as of September 30, 2024, consisted of the following (in thousands): 11 Amortized Cost Unrealized Gains Unrealized Losses Fair Value Privately held debt securities $ 6,850 $ — $ ( 3,350 ) $ 3,500 The Company’s investments of privately held debt securities as of June 30, 2024, consisted of the following (in thousands): Amortized Cost Unrealized Gains Unrealized Losses Fair Value Privately held debt securities $ 6,800 $ — $ ( 3,350 ) $ 3,450 Carrying value of privately held equity securities Privately held equity securities are measured using the measurement alternative. The carrying value is measured as the total initial cost plus the cumulative net gain (loss). The carrying values for privately held equity securities as of September 30, 2024 are summarized below (in thousands): Privately held equity securities Initial total cost $ 157,752 Cumulative net losses ( 2,491 ) Carrying value $ 155,261 Privately held equity securities cumulative net losses are comprised of downward adjustments and impairment of $ 7.5 million and upward adjustments of $ 5.0 million as of September 30, 2024 . T he carrying values for privately held equity securities as of June 30, 2024 are summarized below (in thousands): Privately held equity securities Initial total cost $ 147,752 Cumulative net gains (losses) ( 2,491 ) Carrying value $ 145,261 Privately held equity securities cumulative net losses are comprised of downward adjustments and impairment of $ 7.5 million and upward adjustments of $ 5.0 million as of June 30, 2024. Gains and Losses on Strategic Investments The components of gains and losses on strategic investments were as follows (in thousands): Three Months Ended September 30, 2024 2023 Realized gains recognized on sales of publicly traded equity securities $ — $ 515 Realized losses recognized on privately held equity securities ( 34 ) Gains (losses) on strategic investments, net $ ( 34 ) $ 515 Realized gains recognized on sales of securities reflects the difference between the sale proceeds and the carrying value of the security at the beginning of the period or the purchase date, if later. Unrealized gains recognized on privately held equity securities includes upward adjustments from equity securities accounted for under the measurement alternative while unrealized losses recognized on privately held equity securities includes downward adjustments and impairment. 12 Equity Method Investment Vertical First Trust (“VFT”) was established for the construction project associated with the Company’s new global headquarters in Sydney, Australia (the “Australian HQ Property”). In fiscal year 2023, the Company completed a non-cash sale of the controlling interest of VFT to a third-party buyer as part of the contemplated transactions for the buyer to invest in and develop the Australian HQ Property. The Company retained a minority equity interest of 13 % in the form of ordinary units in VFT and has significant influence in VFT. The Company’s interest in VFT is accounted for using the equity method in the condensed consolidated financial statements. Under the equity method, the Company records its proportionate share of VFT’s earnings or losses. The following table sets forth the carrying amounts of the equity method investment and the movements during fiscal year 2024 and the three months ended September 30, 2024 (in thousands): Equity Method Investment Balance as of June 30, 2023 $ 85,436 Share of losses ( 11,262 ) Effect of change in exchange rates 336 Balance as of June 30, 2024 74,510 Share of losses ( 15,258 ) Effect of change in exchange rates 2,466 Balance as of September 30, 2024 $ 61,718 The carrying amount of the Company’s investment in VFT was reported within strategic investments in the condensed consolidated balance sheets. 5. Derivative Contracts The Company has derivative instruments that are used for hedging activities as discussed below. The following table sets forth the notional amounts of the Company’s hedging derivative instruments as of September 30, 2024 (in thousands): Notional Amounts of Derivative Instruments Notional Amount by Term to Maturity Classification by Notional Amount Under 12 months Over 12 months Total Cash Flow Hedge Non Hedge Total Forward contracts $ 868,443 $ 75,383 $ 943,826 $ 665,783 $ 278,043 $ 943,826 The following table sets forth the notional amounts of the Company’s hedging derivative instruments as of June 30, 2024 (in thousands): Notional Amounts of Derivative Instruments Notional Amount by Term to Maturity Classification by Notional Amount Under 12 months Over 12 months Total Cash Flow Hedge Non Hedge Total Forward contracts $ 837,182 $ 71,701 $ 908,883 $ 651,303 $ 257,580 $ 908,883 13 The fair value of the Company’s derivative instruments were as follows (in thousands): Balance Sheet Location September 30, 2024 June 30, 2024 Derivative assets Derivatives designated as hedging instruments: Foreign exchange forward contracts Prepaid expenses and other current assets $ 22,791 $ 8,255 Foreign exchange forward contracts Other non-current assets 2,915 867 Derivatives not designated as hedging instruments: Foreign exchange forward contracts Prepaid expenses and other current assets 2,404 170 Total derivative assets $ 28,110 $ 9,292 Derivative liabilities Derivatives designated as hedging instruments: Foreign exchange forward contracts Accrued expenses and other current liabilities $ 110 $ 1,197 Foreign exchange forward contracts Other non-current liabilities 17 7 Derivatives not designated as hedging instruments: Foreign exchange forward contracts Accrued expenses and other current liabilities 191 497 Total derivative liabilities $ 318 $ 1,701 The pre-tax effects of derivatives designated as cash flow hedging instruments on the condensed consolidated financial statements were as follows (in thousands): Three Months Ended September 30, 2024 2023 Beginning balance of accumulated gains in accumulated other comprehensive loss $ 41,424 $ 48,170 Gross unrealized gains (losses) recognized in other comprehensive loss 18,015 ( 8,070 ) Net losses (gains) reclassified from cash flow hedge in accumulated other comprehensive income into profit or loss: Recognized in cost of revenues ( 43 ) 443 Recognized in research and development ( 440 ) 1,464 Recognized in marketing and sales 57 370 Recognized in general and administrative 72 700 Recognized in interest expense ( 7,155 ) ( 7,494 ) Ending balance of accumulated gains in accumulated other comprehensive income $ 51,930 $ 35,583 14 6. Property and Equipment Property and equipment, net consisted of the following (in thousands): September 30, 2024 June 30, 2024 Equipment $ 11,602 $ 11,200 Computer hardware and software 45,159 40,824 Furniture and fittings 25,367 25,172 Leasehold improvements and other 138,990 137,944 Property and equipment, gross 221,118 215,140 Less: accumulated depreciation and impairment ( 137,458 ) ( 128,825 ) Property and equipment, net $ 83,660 $ 86,315 Depreciation expense was $ 8.9 million and $ 6.9 million for the three months ended September 30, 2024 and 2023, respectively. 7. Goodwill and Intangible Assets Goodwill Goodwill represents the excess of the purchase price in a business combination over the fair value of net tangible and intangible assets acquired. Goodwill amounts are not amortized, but rather are tested for impairment at least annually during the fourth quarter, or when indicators of impairment exist. Goodwill consisted of the following (in thousands): Goodwill Balance as of June 30, 2024 $ 1,288,756 Additions 3,700 Effect of change in exchange rates 615 Balance as of September 30, 2024 $ 1,293,071 During the three months ended September 30, 2024, the Company completed an acquisition to expand the Company’s product and service offerings. The transaction was accounted for as a business combination and was not significant to the condensed consolidated financial statements. On November 30, 2023, the Company acquired Loom, Inc. The fair values assigned to assets acquired and liabilities assumed are preliminary based on management’s estimates and assumptions and may be subject to change as additional information is received. There were no measurement period adjustments recorded during the three months ended September 30, 2024. 15 Intangible Assets Intangible assets consisted of the following (in thousands): September 30, 2024 June 30, 2024 Weighted-Average Remaining Useful Lives (Years) Acquired developed technology $ 466,932 $ 469,752 6 Patents, trade names, and other rights 70,928 70,928 7 Customer relationships 135,687 135,687 4 Intangible assets, gross 673,547 676,367 Less: accumulated amortization ( 387,072 ) ( 377,310 ) Intangible assets, net $ 286,475 $ 299,057 Amortization expense for intangible assets was approximately $ 13.9 million and $ 8.2 million for the three months ended September 30, 2024 and 2023, respectively. The following table presents the estimated future amortization expense related to intangible assets held as of September 30, 2024 (in thousands): Fiscal Years: Remainder of 2025 $ 41,635 2026 53,030 2027 47,861 2028 45,634 2029 40,128 Thereafter 58,187 Total future amortization expense $ 286,475 8. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consist of the following (in thousands): September 30, 2024 June 30, 2024 Accrued expenses $ 173,662 $ 149,046 Employee benefits 193,004 332,518 Tax liabilities 78,836 55,203 Customer deposits 14,373 19,279 Other payables 17,170 21,313 Total accrued expenses and other current liabilities $ 477,045 $ 577,359 9. Debt Credit Facility In August 2024, the Company’s principal U.S. operating subsidiary, Atlassian US, Inc., entered into an amended and restated credit agreement (the "2024 Credit Agreement") which eliminated the term loan facility and provides for a $ 750 million senior unsecured revolving credit facility (the “2024 Credit Facility”). The 2024 Credit Agreement replaced the Company's prior credit agreement entered into in October 2020 (“2020 Credit Agreement”) which provided for a $ 1 billion senior unsecured delayed-draw term loan facility and a $ 500 million senior unsecured revolving credit facility. 16 The 2024 Credit Facility bears interest, at the Company’s option, at a base rate or the Secured Overnight Financing Rate, plus, in each case, a spread of 0.875 % to 1.50 % per annum. In each case the applicable margin will be determined by the consolidated leverage ratio of the Company and its subsidiaries, or, following the Company’s one time option, the Company’s credit rating. The Company may repay outstanding loans under the 2024 Credit Facility at any time, without premium or penalty, and the Company has the option to request an increase of $ 250 million in certain circumstances. The 2024 Credit Facility matures in August 2029. The Company is also obligated to pay a commitment fee on the undrawn amounts of the 2024 Credit Facility at an annual rate ranging from 0.075 % to 0.20 %, determined by the Company’s consolidated leverage ratio, or, following the Company’s one time option, the Company’s credit rating. The 2024 Credit Facility requires compliance with various financial and non-financial covenants, including affirmative and negative covenants. The financial covenants include a maximum consolidated leverage ratio of 3.5 x, which increases to 4.5 x during the period of four fiscal quarters immediately following a material acquisition. As of September 30, 2024, the Company was in compliance with all covenants associated with the 2024 Credit Facility. Senior Notes On May 15, 2024, the Company issued $ 500.0 million aggregate principal amount of 5.250 % senior notes due 2029 (the “2029 Notes”) and $ 500.0 million aggregate principal amount of 5.500 % senior notes due 2034 (the “2034 Notes,” and together with the 2029 Notes, the “Notes”). The 2029 Notes and the 2034 Notes will mature on May 15, 2029 and May 15, 2034 respectively. Interest on the Notes is paid semi-annually in arrears on May 15 and November 15 of each year, beginning on November 15, 2024. The Notes are senior unsecured obligations of the Company. The Company may redeem either series of the Notes, in whole or in part, at any time or from time to time at the applicable redemption price. Upon the occurrence of a change of control event, the Company will be required to make an offer to repurchase all outstanding Notes from their holders at a price equal to 101 % of their principal amount thereof, plus accrued and unpaid interest to, but not including, the date of repurchase. The indenture governing the Notes also includes covenants (including certain limited covenants restricting the Company’s ability to incur certain liens and enter into certain sale and leaseback transactions), events of default, and other customary provisions. As of September 30, 2024, the Company was in compliance with all covenants associated with the Notes. The Company incurred debt discount and issuance costs of approximately $ 14.3 million in connection with the Notes offering, which were allocated on a pro rata basis to the 2029 Notes and 2034 Notes. The debt discount and issuance costs are amortized on an effective interest rate method to interest expense over the contractual term of the Notes. The proceeds from this offering, net of debt discounts and issuance costs, was $ 985.7 million. The components of the Notes were as follows (in thousands): Instrument Expected Remaining Term (years) Contractual Interest Rate Effective Interest Rate September 30, 2024 June 30, 2024 2029 Notes 4.6 5.250 % 5.55 % $ 500,000 $ 500,000 2034 Notes 9.6 5.500 % 5.71 % $ 500,000 $ 500,000 Unamortized debt discount and issuance costs $ ( 13,655 ) $ ( 14,089 ) Long-term debt $ 986,345 $ 985,911 The total estimated fair value of the Notes was $ 1.1 billion and $ 1.0 billion as of September 30, 2024 and June 30, 2024, respectively. The estimated fair values of the Notes, which the Company deems Level 2 financial instruments, were determined based on quoted bid prices in an over-the-counter market on the last trading day of the reporting period. 17 10. Commitments and Contingencies Noncancellable Purchase Obligations The Company has contractual commitments for services with third-parties related to its cloud services platform and other infrastructure services. These commitments are non-cancellable and expire within one to four years . During the three months ended September 30, 2024, there were no material changes outside the ordinary course of business to the Company’s non-cancelable purchase obligations disclosed in its Annual Report on Form 10-K for fiscal year 2024. Operating Leases There were no material changes to the Company’s operating lease arrangements and future lease payments under non-cancelable operating leases including obligations for leases that have not yet commenced disclosed in Note 10, “ Leases, ” of the Company’s Annual Report on Form 10-K for fiscal year 2024. Supplemental information related to operating leases were as follows (in thousands): Three Months Ended September 30, 2024 2023 Operating lease costs $ 10,666 $ 10,317 Right-of-use assets obtained in exchange for new operating lease liabilities $ 7,426 $ 6,025 Legal Proceedings On February 3, 2023, a putative securities class action (the “Putative Class Action”) was filed in the U.S. District Court for the Northern District of California, captioned City of Hollywood Firefighters’ Pension Fund vs. Atlassian Corporation , Case No. 3:23-cv-00519, naming the Company and certain of its officers as defendants. The lawsuit was purportedly brought on behalf of purchasers of the Company’s securities between August 5, 2022 and November 3, 2022 (the “Class Period”). The complaint alleged claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Rule 10b-5 promulgated thereunder, based on allegedly false and misleading statements about the Company’s business and prospects during the Class Period. The lawsuit sought unspecified damages. On January 22, 2024, the court granted the defendants’ motion to dismiss plaintiffs’ complaint with leave to amend. Plaintiffs filed a second amended complaint on March 1, 2024 and the defendants filed a motion to dismiss on April 19, 2024. On August 13, 2024, the court issued a ruling granting the defendants’ motion to dismiss plaintiffs’ second amended complaint. Plaintiffs did not file a third amended complaint or an appeal. In March, April and August 2023, three stockholder derivative lawsuits were filed in the U.S. District Court for the District of Delaware against the members of the Company’s board of directors and certain of its officers, captioned Silva v. Cannon-Brookes , Case No. 1:23-cv-00283; Keane v. Cannon-Brookes , Case No. 1:23-cv-00399; and Azzawi v. Cannon-Brookes , Case No. 1:23-cv-00884. The Company is named as a nominal defendant. These stockholder derivative lawsuits are based largely on the same allegations as the Putative Class Action, including allegations relating to the Company’s disclosures during the Class Period as well as, in certain instances, alleged insider trading. The lawsuits purport to assert claims for, among other things, breach of fiduciary duty, corporate waste, unjust enrichment, and violations of Section 10(b) of the Exchange Act, and Rule 10b-5 promulgated thereunder. The complaints seek unspecified damages and other relief purportedly on the Company’s behalf. In May and August 2023, the Court consolidated the Silva, Keane, and Azzawi actions into In re Atlassian Corporation Stockholder Derivative Litigation , Case No. 1:23-cv-00283-GBW (the “Consolidated Action”), and stayed the Consolidated Action pending resolution of any motion(s) to dismiss in the Putative Class Action. Following the dismissal of the Putative Class Action, the Consolidated Action was voluntarily dismissed without prejudice on October 18, 2024. On September 6, 2023, a stockholder derivative lawsuit was filed in the U.S. District Court for the Northern District of California against the members of the Company’s board of directors and certain of its officers, captioned Capistrano v. Cannon-Brookes , Case No. 4:23-cv-04584 (the “Capistrano Action”). The Company is named as a nominal defendant. The complaint is based largely on the same allegations as the Putative Class Action and the Consolidated Action, including allegations relating to the Company’s disclosures during the Class Period as well as, in certain instances, alleged insider trading. The lawsuits purport to assert claims for, among other things, breach of fiduciary duty, corporate waste, unjust enrichment, and violations of Section 10(b) of the Exchange Act, and Rule 18 10b-5 promulgated thereunder. The complaints seek unspecified damages and other relief purportedly on the Company’s behalf. On October 31, 2023, the Court stayed the Capistrano Action pending resolution of any motion(s) to dismiss in the Putative Class Action. Following the dismissal of the Putative Class Action, the Capistrano Action was voluntarily dismissed without prejudice on October 17, 2024. In addition to the matters discussed above, from time to time, the Company is party to litigation and other legal proceedings in the ordinary course of business. While the Company does not believe the ultimate resolutions of these other pending legal matters not described above are likely to have a material adverse effect on the Company’s financial position, the results of any litigation or other legal proceedings are uncertain and as such the resolution of such legal proceedings, either individually or in the aggregate, could have a material adverse effect on its business, results of operations, financial condition or cash flows. The Company accrues for loss contingencies when it is both probable that it will incur the loss and when it can reasonably estimate the amount of the loss or range of loss. For the periods presented, the Company has not recorded any liabilities as a result of the litigation or other legal proceedings in its condensed consolidated financial statements. Indemnification Provisions The Company’s agreements include provisions indemnifying customers against intellectual property and other third-party claims. In addition, the Company has entered into indemnification agreements with its directors, executive officers and certain other officers that will require the Company to, among other things, indemnify these individuals for certain liabilities that may arise as a result of their affiliation with the Company. For the periods presented, the Company has not incurred any costs as a result of such indemnification obligations and has not recorded any liabilities related to such obligations in the condensed consolidated financial statements. 11. Revenue Remaining Performance Obligations Transaction price allocated to the remaining performance obligations represents contracted revenue that has not yet been recognized, which includes deferred revenue and unbilled amounts that will be recognized as revenue in future periods. Transaction price allocated to the remaining performance obligations is influenced by several factors, including the timing of renewals, the timing of delivery of software licenses, average contract terms, and foreign currency exchange rates. Unbilled portions of the remaining performance obligations are subject to future economic risks including bankruptcies, regulatory changes and other market factors. As of September 30, 2024, approximately $ 2.3 billion of revenue is expected to be recognized from the transaction price allocated to remaining performance obligations. The Company expects to recognize revenue on approximately 81 % of these remaining performance obligations over the next 12 months with the balance recognized thereafter. Disaggregated Revenue The Company’s revenues by geographic region based on end-users who purchased the Company’s products or services are as follows (in thousands): 19 Three Months Ended September 30, 2024 2023 Americas United States $ 506,227 $ 426,191 Other Americas 78,272 63,337 Total Americas 584,499 489,528 EMEA Germany 117,802 91,126 Other EMEA 351,467 286,880 Total EMEA 469,269 378,006 Asia Pacific 134,013 110,241 Total revenues $ 1,187,781 $ 977,775 The Company provides different deployment options for its product offerings. Cloud offerings provide customers the right to use the Company’s software in a cloud-based infrastructure that the Company provides. Data Center offerings are on-premises term license agreements for the Company’s Data Center products, which are software licensed for a specified period, and include support and maintenance services that are bundled with the license for the term of the license period. Marketplace and other offerings mainly include fees received for sales of third-party apps in the Atlassian Marketplace and services like premier support, advisory services and training services. Premier support consists of subscription-based arrangements for a higher level of support across different deployment options, and revenues from this offering are included in Subscription revenues within the Company’s condensed consolidated statements of operations. The revenues from Server offerings for the three months ended September 30, 2023 consisted of only revenue from maintenance services for the Company’s Server offerings as the Company was no longer selling perpetual licenses for its Server offerings. The Company generally ended maintenance for Server offerings in February 2024. Revenue related to Server offerings is included in Other revenues within the Company’s condensed consolidated statements of operations. The Company’s revenues by deployment options are as follows (in thousands): Three Months Ended September 30, 2024 2023 Cloud $ 792,306 $ 604,647 Data Center 335,594 242,943 Server — 78,752 Marketplace and other 59,881 51,433 Total revenues $ 1,187,781 $ 977,775 Deferred Revenue The Company records deferred revenues when cash payments are received or due in advance of the Company satisfying its performance obligations, including amounts which are refundable. The changes in the balances of deferred revenue are as follows (in thousands): Three Months Ended September 30, 2024 2023 Balance, beginning of period $ 2,114,736 $ 1,545,479 Additions 1,085,865 933,377 Revenue ( 1,187,781 ) ( 977,775 ) Balance, end of period $ 2,012,820 $ 1,501,081 For the three months ended September 30, 2024 and 2023, approximately 61 % and 58 % of revenue recognized was from the deferred revenue balances at the beginning of each fiscal year, respectively. 20 Deferred Contract Acquisition Costs The changes in the balances of deferred contract acquisition costs are as follows (in thousands): Three Months Ended September 30, 2024 2023 Balance, beginning of period $ 79,711 $ 53,604 Additions 12,230 6,114 Amortization expense ( 8,497 ) ( 5,188 ) Balance, end of period $ 83,444 $ 54,530 Deferred contract acquisition costs included in: Prepaid expenses and other current assets $ 31,786 $ 19,163 Other non-current assets 51,658 35,367 Total $ 83,444 $ 54,530 The Company periodically reviews these deferred contract acquisition costs to determine whether events or changes in circumstances have occurred that could impact the period of benefit. There were no impairment losses recorded during the periods presented. 12. Stockholders’ Equity Stock-based Compensation A summary of restricted stock unit (“RSU”) activity for the three months ended September 30, 2024 was as follows (in thousands except share and per share data): Number of Shares Weighted Average Grant Date Fair Value Aggregate Intrinsic Value Balance as of June 30, 2024 12,696,964 $ 213.13 $ 2,245,839 Granted 9,336,926 162.99 — Vested ( 1,278,011 ) 220.43 191,513 Forfeited or cancelled ( 525,191 ) 218.30 — Balance as of September 30, 2024 20,230,688 $ 189.00 $ 3,212,836 As of September 30, 2024, total compensation cost not yet recognized in the condensed consolidated financial statements related to employee and director RSU awards was $ 2.9 billion. During the three months ended September 30, 2024 and 2023, the Company did not grant any shares of restricted stock awards (“RSA”). As of September 30, 2024 and June 30, 2024, there were 156,349 and 156,856 shares of RSA outstanding, respectively. These outstanding shares of RSA are subject to forfeiture or repurchase at the original exercise price during the repurchase period following employee termination, as applicable. The total aggregate intrinsic value of outstanding shares of RSA were $ 24.8 million and $ 27.7 million as of September 30, 2024 and June 30, 2024, respectively. Share Repurchase Programs In January 2023, the Board of Directors authorized a program to repurchase up to $ 1.0 billion of the Company’s outstanding Class A Common Stock (the “2023 Repurchase Program”). In September 2024, the Board of Directors authorized a new program under which the Company may repurchase up to an additional $ 1.5 billion of the Company’s outstanding Class A Common Stock (the “2024 Repurchase Program” and, together with the 2023 Repurchase Program, the “Repurchase Programs”). The 2024 Repurchase Program will commence following completion of the 2023 Repurchase Program. The Repurchase Programs do not have a fixed expiration date, may be suspended or discontinued at any time, and do not obligate the Company to repurchase any specific dollar amount or to acquire any specific number of shares. The Company may repurchase shares of Class A Common Stock from time to time through open market purchases, in privately negotiated transactions, or by other means, including through the use of trading plans 21 intended to qualify under Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, in accordance with applicable securities laws and other restrictions. The timing, manner, price, and amount of any repurchases will be determined by the Company at its discretion and will depend on a variety of factors, including business, economic and market conditions, prevailing stock prices, corporate and regulatory requirements, and other considerations. During the three months ended September 30, 2024, the Company repurchased and subsequently retired approximately 1.1 million shares of its Class A Common Stock for approximately $ 183.9 million at an average price per share of $ 162.57 . All repurchases were made in open market transactions. As of September 30, 2024, the Company was authorized to purchase a remaining $ 267.9 million and $ 1.5 billion of its Class A Common Stock under the 2023 Share Repurchase Program and 2024 Share Repurchase Program, respectively. 13. Net Loss Per Share The Company computes net loss per share of Class A and Class B Common Stock using the two-class method. As the liquidation and dividend rights for both Class A and Class B Common Stock are identical, the net loss is allocated on a proportionate basis to the weighted-average number of shares of common stock outstanding for the period. Basic net loss per share attributable to Class A and Class B stockholders is computed by dividing the net loss by the weighted-average number of Class A and Class B Common Stock outstanding during the period. For the calculation of diluted net loss per share, net loss for basic earnings per share is adjusted by the effect of dilutive securities, including awards under the Company’s equity compensation plans. The dilutive potential shares of common stock are computed using the treasury stock method or the as-if converted method, as applicable. Since the Company is in a loss position for all periods reported, basic and diluted net loss per share are the same for all periods as the inclusion of potential dilutive shares would have been anti-dilutive. The following tables present the calculation of basic and diluted net loss per share attributable to common stockholders (in thousands, except per share data): Three Months Ended September 30, 2024 2023 Class A Class B Class A Class B Numerator: Net loss $ ( 76,255 ) $ ( 47,514 ) $ ( 19,013 ) $ ( 12,870 ) Denominator: Weighted-average shares outstanding, basic and diluted 160,482 99,995 153,798 104,109 Net loss per share, basic and diluted $ ( 0.48 ) $ ( 0.48 ) $ ( 0.12 ) $ ( 0.12 ) The potential weighted average dilutive securities that were not included in the dilutive earnings per share calculation because the effect would be anti-dilutive are as follows (shares in thousands): Three Months Ended September 30, 2024 2023 Class A Common Stock restricted stock units 10,390 6,828 Class A Common Stock restricted stock awards 19 4 Total 10,409 6,832 14. Income Taxes The Company computes its provision for income taxes by applying the estimated annual effective tax rate to year-to-date ordinary income and adjusts the provision for discrete tax items recorded in the period. In each quarter, the Company updates the estimated annual effective tax rate and makes a year-to-date adjustment to the provision. The estimated annual effective tax rate is subject to volatility due to several factors, including changes in the Company’s relative proportion of domestic and foreign earnings, current cash taxes in jurisdictions with valuation allowances, material discrete tax items, or a combination of these factors as a result of certain transactions or events. The Company reported an income tax provision of $ 93.6 million for the three months ended September 30, 2024, as compared to an income tax provision of $ 20.9 million for the three months ended September 30, 2023. 22 The income tax provision for the three months ended September 30, 2024 was primarily attributable to the mix of earning and losses at various jurisdictions, non-deductible stock-based compensation in certain foreign jurisdictions, and valuation allowances in the U.S. and Australia, offset by research and development tax credits and incentives. The income tax provision for the three months ended September 30, 2023 was primarily attributable to the mix of earnings and losses at various jurisdictions, non-deductible stock-based compensation in certain foreign jurisdictions, the recognition of reserves for uncertain tax positions, and valuation allowances in the U.S. and Australia, offset by research and development tax credits and incentives. The Company regularly assesses the need for a valuation allowance against its deferred tax assets. In making that assessment, the Company considers both positive and negative evidence related to the likelihood of realization of the deferred tax assets to determine, based on the weight of available evidence, whether it is more likely than not that some or all of the deferred tax assets will not be realized. Based on available evidence as of September 30, 2024, the Company will continue to maintain a valuation allowance against U.S. federal, U.S. state, and Australian deferred tax assets. The Company intends to maintain the valuation allowance until sufficient positive evidence exists to support the reversal of, or a decrease in, the valuation allowance. 23