UiPath, Inc. 10-Q

Item 1. Financial Statements. UiPath, Inc. Condensed Consolidated Balance Sheets Amounts in thousands except per share data (unaudited) As of April 30, 2021 January 31, 2021 ASSETS Current assets Cash and cash equivalents $ 1,796,267 $ 357,690 Restricted cash, current 13,500 7,000 Marketable securities 83,263 102,828 Accounts receivable, net of allowance for doubtful accounts of $2,137 and $2,879, respectively 136,520 172,286 Contract assets, current 35,058 34,221 Deferred contract acquisition costs, current 13,624 10,653 Prepaid expenses and other current assets 41,672 49,752 Total current assets 2,119,904 734,430 Restricted cash, non-current — 6,500 Contract assets, non-current 9,136 2,085 Deferred contract acquisition costs, non-current 44,618 32,553 Property and equipment, net 15,149 14,822 Operating lease right-of-use assets 16,490 17,260 Intangible assets, net 20,423 10,191 Goodwill 58,478 28,059 Deferred tax asset, non-current 7,836 8,118 Other assets, non-current 14,536 12,443 Total assets $ 2,306,570 $ 866,461 LIABILITIES, CONVERTIBLE PREFERRED STOCK, AND STOCKHOLDERS' EQUITY (DEFICIT) Current liabilities Accounts payable $ 5,642 $ 6,682 Accrued expenses and other current liabilities 51,057 36,660 Accrued compensation and employee benefits 49,802 110,736 Deferred revenues, current 222,089 211,078 Total current liabilities 328,590 365,156 Deferred revenues, non-current 55,224 61,325 Operating lease liabilities, non-current 12,968 14,152 Other liabilities, non-current 10,247 7,564 Total liabilities 407,029 448,197 Commitments and contingencies (Note 11) Convertible preferred stock, $0.00001 par value per share, 0 and 297,973 shares authorized as of April 30, 2021 and January 31, 2021, respectively; 0 and 294,257 shares issued and outstanding as of April 30, 2021 and January 31, 2021, respectively — 1,221,968 Stockholders' equity (deficit) Preferred stock, $0.00001 par value per share, 20,000 and 0 and shares authorized as of April 30, 2021 and January 31, 2021, respectively; 0 shares issued and outstanding as of April 30, 2021 and January 31, 2021 — — Class A common stock, $0.00001 par value per share, 2,000,000 and 581,000 shares authorized as of April 30, 2021 and January 31, 2021, respectively; 425,326 and 75,177 shares issued and outstanding as of April 30, 2021 and January 31, 2021, respectively 4 1 Class B common stock, $0.00001 par value per share, 115,741 shares authorized as of April 30, 2021 and January 31, 2021; 82,453 and 110,653 shares issued and outstanding as of April 30, 2021 and January 31, 2021, respectively 1 1 Additional paid-in capital 3,117,853 179,175 Accumulated other comprehensive loss (8,294 ) (12,521 ) Accumulated deficit (1,210,023 ) (970,360 ) Total stockholders’ equity (deficit) 1,899,541 (803,704 ) Total liabilities, convertible preferred stock, and stockholders’ equity (deficit) $ 2,306,570 $ 866,461 The accompanying notes are an integral part of these condensed consolidated financial statements. 1 UiPath, Inc . Condensed Consolidated Statements of Operations Amounts in thousands except per share data (unaudited) Three Months Ended April 30, 2021 2020 Revenue Licenses $ 100,216 $ 63,759 Maintenance and support 77,642 43,196 Services and other 8,359 6,148 Total revenue 186,217 113,103 Cost of revenue Licenses 2,454 1,417 Maintenance and support 14,179 5,543 Services and other 32,377 6,678 Total cost of revenue 49,010 13,638 Gross profit 137,207 99,465 Operating expenses Sales and marketing 205,751 90,931 Research and development 93,040 26,729 General and administrative 74,415 26,676 Total operating expenses 373,206 144,336 Operating loss (235,999 ) (44,871 ) Interest income 941 530 Other expense, net (3,218 ) (7,837 ) Loss before income taxes (238,276 ) (52,178 ) Provision for income taxes 1,387 662 Net loss $ (239,663 ) $ (52,840 ) Net loss per share attributable to common stockholders, basic and diluted $ (1.11 ) $ (0.33 ) Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted 215,352 159,003 The accompanying notes are an integral part of these condensed consolidated financial statements. 2 UiPath, Inc. Condensed Consolidated Statements of Comprehensive Income (Loss) Amounts in thousands (unaudited) Three Months Ended April 30, 2021 2020 Net loss $ (239,663 ) $ (52,840 ) Other comprehensive income (loss), net of tax: Unrealized loss on available-for-sale marketable securities, net (27 ) — Foreign currency translation adjustments 4,254 8,313 Other comprehensive income, net 4,227 8,313 Comprehensive loss $ (235,436 ) $ (44,527 ) The accompanying notes are an integral part of these condensed consolidated financial statements. 3 UiPath, Inc. Condensed Consolidated Statements of Convertible Preferred Stock and Stockholders’ Equity (Deficit) Amounts in thousands (unaudited) Three Months Ended April 30, 2021 Convertible Preferred Stock Common Stock Additional Paid-in Capital Accumulated Other Comprehensive Income (Loss) Accumulated Deficit Total Stockholders’ (Deficit) Equity Class A Class B Shares Amount Shares Amount Shares Amount Amount Amount Amount Amount Balance as of January 31, 2021 294,257 $ 1,221,968 75,177 $ 1 110,653 $ 1 $ 179,175 $ (12,521 ) $ (970,360 ) $ (803,704 ) Issuance of convertible preferred stock, net of issuance costs 12,043 749,836 — — — — — — — — Conversion of convertible preferred stock to common stock upon initial public offering (306,300 ) (1,971,804 ) 306,300 3 — — 1,971,801 — — 1,971,804 Issuance of common stock upon initial public offering, net of underwriting discounts and commissions and other issuance costs — — 13,000 — — — 687,903 — — 687,903 Conversion of shares of Class B common stock into shares of Class A common stock — — 28,200 — (28,200 ) — — — — — Shares issued as consideration for business acquisition — — 543 — — — 30,446 — — 30,446 Issuance of common stock upon exercise of stock options — — 1,881 — — — 3,114 — — 3,114 Vesting of early exercised stock options — — — — — — 1,646 — — 1,646 Issuance of common stock upon settlement of restricted stock units — — 389 — — — — — — — Tax withholdings on settlement of restricted stock units — — (164 ) — — — (9,218 ) — — (9,218 ) Stock-based compensation expense — — — — — — 252,986 — — 252,986 Other comprehensive income, net of tax — — — — — — — 4,227 — 4,227 Net loss — — — — — — — — (239,663 ) (239,663 ) Balance as of April 30, 2021 — $ — 425,326 $ 4 82,453 $ 1 $ 3,117,853 $ (8,294 ) $ (1,210,023 ) $ 1,899,541 Three Months Ended April 30, 2020 Convertible Preferred Stock Common Stock Additional Paid-in Capital Accumulated Other Comprehensive Income Accumulated Deficit Total Stockholders’ Deficit Class A Class B Shares Amount Shares Amount Shares Amount Amount Amount Amount Amount Balance as of January 31, 2020 282,108 $ 996,389 41,883 $ — 115,741 $ 1 $ 72,229 $ 6,226 $ (877,967 ) $ (799,511 ) Issuance of common stock upon exercise of stock options — — 2,166 — — — 536 — — 536 Compensation expense related to secondary transactions — — — — — — 35 — — 35 Stock-based compensation expense — — — — — — 8,166 — — 8,166 Other comprehensive income, net of tax — — — — — — — 8,313 — 8,313 Net loss — — — — — — — — (52,840 ) (52,840 ) Balance as of April 30, 2020 282,108 $ 996,389 44,049 $ — 115,741 $ 1 $ 80,966 $ 14,539 $ (930,807 ) $ (835,301 ) The accompanying notes are an integral part of these condensed consolidated financial statements. 4 UiPath, Inc. Condensed Consolidated Statements of Cash Flows Amounts in thousands (unaudited) Three Months Ended April 30, 2021 2020 Cash flows from operating activities Net loss $ (239,663 ) $ (52,840 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 3,172 3,147 Amortization of deferred contract acquisition costs 4,920 8,006 Amortization of deferred loan cost 66 — Net amortization of premium on marketable securities 558 — Stock-based compensation expense 250,835 8,201 Non-cash operating lease costs 1,734 1,879 (Benefit from) provision for bad debt (709 ) 29 Deferred income taxes 21 (52 ) Changes in operating assets and liabilities: Accounts receivable 35,973 9,769 Contract assets (8,148 ) (4,781 ) Deferred contract acquisition costs (20,205 ) (5,782 ) Prepaid expenses and other assets 7,666 1,109 Accounts payable (528 ) 4,251 Accrued expense and other liabilities 4,573 (1,646 ) Accrued compensation and employee benefits (60,433 ) (8,340 ) Operating lease liabilities, net (1,807 ) (1,894 ) Deferred revenue 4,453 14,812 Net cash used in operating activities (17,522 ) (24,132 ) Cash flows from investing activities Purchases of marketable securities (94,157 ) — Sales of marketable securities 89,383 — Maturities of marketable securities 23,755 — Purchases of property and equipment (2,200 ) (460 ) Capitalization of software development costs (410 ) — Payment related to business acquisition, net of cash acquired (5,498 ) — Net cash provided by (used in) investing activities 10,873 (460 ) Cash flows from financing activities Proceeds from initial public offering, net of underwriting discounts and commissions 692,369 — Payments of initial public offering costs (2,406 ) — Proceeds from issuance of convertible preferred stock 750,000 — Payments of issuance costs for convertible preferred stock (164 ) — Proceeds from exercise of stock options 3,114 536 Proceeds from credit facility — 78,828 Net cash provided by financing activities 1,442,913 79,364 Effect of exchange rate changes 2,313 7,955 Net increase in cash, cash equivalents and restricted cash 1,438,577 62,727 Cash, cash equivalents and restricted cash - beginning of period 371,190 234,131 Cash, cash equivalents and restricted cash - end of period $ 1,809,767 $ 296,858 Supplemental disclosure of cash flow information Cash paid for interest $ 214 $ 368 Cash paid for income taxes 3,076 455 Supplemental disclosure of non-cash investing and financing activities Stock-based compensation capitalized for software development $ 2,151 $ — Value of shares issued in payment of business acquisition 30,446 — Deferred offering costs, accrued but not yet paid 1,328 — Reduction in accrued expenses and other liabilities for vesting of early exercised stock options 1,646 — Tax withholdings on net settlement of restricted stock units, accrued but not yet paid 9,218 — Deferred payments related to business acquisitions — 18,269 The accompanying notes are an integral part of these consolidated financial statements. 5 UiPath, Inc. Notes to Condensed Consolidated Financial Statements (unaudited) 1. Organization and Description of Business Description of Business UiPath, Inc. (the “Company,” “we,” “us,” or “our”) was incorporated in Delaware in June 2015 and is headquartered in New York. We offer an end-to-end automation platform which provides a range of robotic process automation (“RPA”) solutions via a suite of interrelated software offerings (the “RPA Software”), including: • UiPath Studio (“Studio”) – Studio is an easy to use, drag-and-drop development platform designed for RPA developers looking to build complex process automations with built-in governance capabilities. Studio features robust debugging tools, application programming interface (“API”) automation, wizards to automate desktop or web applications, the ability to leverage custom code, and a simple way to integrate machine learning models into production workflows. • UiPath Robots (“Robots”) – Robots emulate human behavior to execute the processes built in Studio. Robots can work unattended (without human supervision in any environment, virtual or not) or attended (with a human triggering the process). • UiPath Orchestrator (“Orchestrator”) – Orchestrator tracks and logs Robot activity, along with what people do in tandem, to maintain strict compliance and governance through dashboards and visualization tools. Orchestrator enables seamless integration with our marketplace, which is UiPath’s database of vetted, pre-built, and reusable automation activities and components, software, and third-party products, giving users the opportunity to leverage our global RPA community and deploy automations across cloud, on-premises, and hybrid environments. We provide our offerings by selling a software license to customers, which allows customers to use the RPA Software on their own hardware (i.e., term and perpetual licenses) or in the cloud. Additionally, we offer maintenance and support, training, and implementation services to our customers to facilitate their adoption of the RPA Software. We have legal presence in 29 countries, with our principal operations in the United States, Romania, and Japan. Initial Public Offering On April 23, 2021, we completed our initial public offering (“IPO”), in which we issued and sold 13.0 million shares of our Class A common stock at a public offering price of $56.00 per share, including 3.6 million shares of Class A common stock pursuant to the exercise in full of the underwriters’ option to purchase additional shares. We received net proceeds of $692.4 million after deducting underwriting discounts and commissions of $35.6 million. In addition, the selling stockholders, named in our final prospectus that forms a part of the Registration Statement on Form S-1 (File No. 333-254738) for the IPO filed with the Securities and Exchange Commission (“SEC”) pursuant to Rule 424(b)(4) on April 21, 2021 (the “Final Prospectus”), sold an additional 14.5 million shares, for which we did not receive any proceeds. In connection with the IPO, all shares of convertible preferred stock then outstanding automatically converted into an aggregate of 306.3 million shares of Class A common stock . Prior to the IPO, deferred offering costs, which consisted primarily of accounting, legal and other fees related to the IPO, were capitalized within other assets, non-current in the condensed consolidated balance sheets. Upon the consummation of the IPO, $4.5 million of deferred offering costs were reclassified into stockholders’ equity as an offset to IPO proceeds. As of January 31, 2021, $1.5 million of deferred offering costs were included within other assets, non-current in the condensed consolidated balance sheet. As of April 30, 2021, $1.3 million in deferred offering costs associated with the IPO had not yet been paid. 2. Summary of Significant Accounting Policies The Company’s significant accounting policies are discussed in Note 2, Summary of Significant Accounting Policies , in the Notes to Consolidated Financial Statements in the Final Prospectus. There have been no significant changes to these policies during the three months ended April 30, 2021. Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and applicable regulations of the SEC 6 UiPath, Inc. Notes to Condensed Consolidated Financial Statements (Continued) (unaudited) regarding interim financial reporting, and include the financial statements of UiPath, Inc. and its wholly owned subsidiaries in which we hold a controlling financial interest or are the primary beneficiary. Intercompany transactions and accounts have been eliminated in consolidation. As permitted under those rules, certain footnotes or other financial information that are normally required by U.S. GAAP can be condensed or omitted. These financial statements have been prepared on the same basis as the Company’s annual financial statements and, in the opinion of management, reflect all adjustments, consisting only of normal recurring adjustments, which are necessary for the fair statement of the Company’s financial information. These interim results are not necessarily indicative of the results to be expected for the fiscal year ending January 31, 2022 or for any other interim period or for any other future year. The accompanying unaudited condensed consolidated financial statements and related financial information should be read in conjunction with the audited consolidated financial statements and the related notes thereto for the fiscal year ended January 31, 2021 contained in the Final Prospectus. Fiscal Year Our fiscal year ends on January 31. References to fiscal year 2022, for example, refer to the fiscal year ending January 31, 2022. Use of Estimates The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts of assets and liabilities at the date of the condensed consolidated financial statements and the amounts of revenue and expenses reported during the period. We evaluate estimates based on historical and anticipated results, trends, and various other assumptions. Such estimates include, but are not limited to, revenue recognition, estimated expected benefit period for deferred contract acquisition costs, allowance for doubtful accounts, fair value of financial assets and liabilities including accounting and fair value of derivatives, fair value of acquired assets and assumed liabilities, useful lives of long-lived assets, capitalized software development costs, carrying value of operating lease right-of-use (“ROU”) assets, incremental borrowing rates for operating leases, amount of stock-based compensation expense including determination of fair value of common stock prior to the IPO, timing and amount of contingencies, and valuation allowance for deferred income taxes. Actual results could differ from these estimates and assumptions. Foreign Currency The functional currency of our non-U.S. subsidiaries is the local currency. Asset and liability balances denominated in non-U.S. dollar currencies are translated into U.S. dollars using period-end exchange rates, while revenue and expenses are translated using the average monthly exchange rates. Differences are included in stockholders’ equity (deficit) as a component of accumulated other comprehensive income (loss). Financial assets and liabilities denominated in currencies other than the functional currency are recorded at the exchange rate at the time of the transaction and subsequent gains and losses related to changes in the foreign currency are included in other expense, net in the condensed consolidated statements of operations. For the three months ended April 30, 2021 and 2020, we recognized transaction losses of $2.9 million and $7.3 million, respectively. Derivative Financial Instruments Since fiscal year 2021, we use derivative financial instruments, such as foreign currency forward contracts, to manage foreign currency exposures. We account for our derivative financial instruments as either assets or liabilities and carry them at fair value. These foreign currency contracts are not designated and do not qualify as hedging instruments, as defined by Accounting Standards Codification (“ASC”) 815, Derivatives and Hedging . As of April 30, 2021 and January 31, 2021, derivative financial instruments with a fair value totaling $0.2 million and $0.6 million, respectively, were recorded in accrued expenses and other current liabilities in the condensed consolidated balance sheets. We record changes in the fair value of these derivatives as a component of other expense, net in the condensed consolidated statements of operations. The notional principal of foreign currency forward contracts outstanding was $123.0 million and $138.6 million as of April 30, 2021 and January 31, 2021, respectively. The net gain associated with foreign currency forward contracts was $0.6 million and none for the three months ended April 30, 2021 and 2020, respectively. 7 UiPath, Inc. Notes to Condensed Consolidated Financial Statements (Continued) (unaudited) Concentration of Risks Financial instruments that potentially subject us to significant concentrations of credit risk consist principally of cash and cash equivalents, marketable securities and accounts receivable. We maintain our cash balance at financial institutions that management believes are high-credit, quality financial institutions, where deposits, at times, exceed the Federal Deposit Insurance Corporation (“FDIC”) limits. As of April 30, 2021 and January 31, 2021, 99% and 92%, respectively, of our cash, cash equivalents, and restricted cash were concentrated in the United States, European Union (“EU”) countries, and Japan. We extend differing levels of credit to customers based on creditworthiness, do not require collateral deposits, and when necessary maintain reserves for potential credit losses based upon the expected collectability of accounts receivable. We manage credit risk related to our customers by performing periodic evaluations of credit worthiness and applying other credit risk monitoring procedures. Significant customers are those which represent 10% or more of our total revenue for the period or accounts receivable at the balance sheet date. For the three months ended April 30, 2021 and 2020, no single customer accounted for 10% or more of our total revenue. As of April 30, 2021 and January 31, 2021, no single customer accounted for 10% or more of our accounts receivable. Revenue Recognition We derive our revenue from the sale of licenses for use of our proprietary software, maintenance and support for licenses, right to access certain software products that we host (i.e., software as a service (“SaaS”)), and professional services. In accordance with ASC 606, Revenue from Contracts with Customers, revenue is recognized when or as a customer obtains control of the promised goods and services. The amount of revenue recognized reflects the consideration to which we expect to be entitled in exchange for those goods or services. To achieve the core principle of this ASC 606, we apply the following five steps: 1. Identification of the contract, or contracts, with the customer; 2. Identification of the performance obligations in the contract; 3. Determination of the transaction price; 4. Allocation of the transaction price to the performance obligations in the contract; and 5. Recognition of the revenue when, or as, a performance obligation is satisfied. Our significant performance obligations and our application of ASC 606 to each of those performance obligations are discussed in further detail below. Licenses We primarily sell term licenses, including through our hybrid offerings, which provide customers the right to use software for a specified period of time, and perpetual licenses, which provide customers the right to use software for an indefinite period of time. For both types of licenses, revenue is recognized at the point in time at which the customer is able to use and benefit from the software, which is generally upon delivery to the customer or upon commencement of the renewal term. For licenses revenue, we generally invoice when the license(s) are provided. Maintenance and Support We generate maintenance and support revenue through technical support and the provision of unspecified updates and upgrades on a when-and-if-available basis for both term and perpetual license arrangements. Maintenance and support for perpetual licenses is renewable, generally on an annual basis, at the option of the customer. Maintenance and support represents a stand-ready obligation for which revenue is recognized ratably over the term of the arrangement. For maintenance and support services, we generally invoice when the associated license(s) are provided and upon renewals. Maintenance and support also includes revenue from the SaaS component of our hybrid offerings and revenue from SaaS arrangements, as such revenue was not material for the three months ended April 30, 2021 and 2020. The SaaS component of our hybrid offerings and our SaaS arrangements are stand-ready obligations to provide access to our products. Revenues from the SaaS component of our hybrid offerings and from SaaS arrangements are recognized on a ratable basis over the contractual period of the arrangement, as control of the services is transferred to the customer. 8 UiPath, Inc. Notes to Condensed Consolidated Financial Statements (Continued) (unaudited) Services and Other Revenue from services and other consists of fees associated with professional services for process automation, customer education and training services. A substantial majority of our professional services contracts are recognized on a time and materials basis, and the related revenue is recognized as the services are rendered. For professional services, we invoice as the work is incurred or in advance. Material Rights Contracts with customers may include material rights, which are also performance obligations. Material rights primarily arise when the contract gives the customer the right to renew or to receive products or services at a greater discount in the future. The revenue associated with material rights is recognized at the earlier of the time of exercise or expiration of the customer’s rights. Contracts with Multiple Performance Obligations Most contracts with customers contain multiple performance obligations. The transaction price is allocated to the separate performance obligations on a relative stand-alone selling price (“SSP”) basis. We determine SSP for performance obligations using observable inputs, such as standalone sales, historical contract pricing, and industry pricing data available to the public. SSP reflects the amount we would charge for that performance obligation if it were sold separately in a standalone sale, and the price we would sell to similar customers in similar circumstances. Other Policies and Judgments Payment terms and conditions vary by contract type, although terms generally require payment within 30 to 60 days of the invoice date. In certain arrangements, we receive payment from a customer either before or after the performance obligation has been satisfied; however, our contracts do not contain a significant financing component. The primary purpose of our invoicing terms is to provide customers with simplified and predictable ways of purchasing our products and services, not to receive financing from our customers or to provide customers with financing. We applied the practical expedient in ASC 606 and did not evaluate payment terms of one year or less for the existence of a significant financing component. Revenue is recorded net of sales tax. We generally do not offer a right of refund in our contracts. Contract Balances Contract assets consist of unbilled accounts receivable, which occur when a right to consideration for our performance under the customer contract occurs before invoicing the customer. Accounts receivable are recorded when the customer has been billed and the right to consideration is unconditional. Contract liabilities consist of deferred revenue. Revenue is deferred when we invoice in advance of performance under a contract. Deferred Contract Acquisition Costs We defer sales commissions that are incremental to the acquisition of customer contracts. These costs are recorded as deferred contract acquisition costs on the condensed consolidated balance sheets. We determine whether costs should be deferred based on the terms of our sales compensation plans and based on whether the sales commissions are incremental to a customer contract and would not have occurred absent the customer contract. During fiscal years 2020 and 2021, sales commissions for renewals of subscription contracts were commensurate with the sales commissions paid for the acquisition of the initial subscription contract because there was minimal to no difference in sales commission rates between new and renewal contracts. Sales commissions paid upon the initial acquisition of a contract were therefore amortized over the contract term, while sales commissions paid related to renewal contracts were amortized over the renewal term. In the case of costs to obtain a contract with a customer when the amortization period would have been one year or less, we applied the practical expedient ASC 340-40, Other Assets, Deferred Costs, which allows for expensing of these costs as incurred. At the end of fiscal year 2021, we approved a new sales incentive plan for fiscal year 2022 under which sales commissions for renewals of subscription contracts are not commensurate with the commissions paid on initial contracts. Under the new sales 9 UiPath, Inc. Notes to Condensed Consolidated Financial Statements (Continued) (unaudited) incentive plan, we defer incremental commissions related to initial contracts and amortize such costs over the expected period of benefit, which we determined to be five years . Amortization is recognized consistently with the pattern of revenue recognition of the respective performance obligation to which the contract costs relate. Amortization of deferred contract acquisition costs is included in sales and marketing expense in the condensed consolidated statements of operations. We periodically review 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 three months ended April 30, 2021 and 2020. Cost of Revenue Licenses Cost of licenses revenue consists of all direct costs to deliver our licenses to customers, amortization of software development costs, direct costs related to third party software resales, and amortization of acquired developed technology. Maintenance and Support Cost of maintenance and support revenue primarily consists of personnel-related expenses of our customer support and technical support teams, including salaries and bonuses, stock-based compensation expense, and employee benefit costs. Cost of maintenance and support revenue also includes third-party consulting services, hosting costs related to our hybrid and cloud-based arrangements, amortization of acquired developed technology and capitalized software development costs related to cloud products, and allocated overhead. Overhead is allocated to cost of maintenance and support revenue based on applicable headcount. We recognize these expenses as they are incurred. Services and Other Cost of services and other revenue primarily consists of personnel-related expenses of our professional services team, including salaries and bonuses, stock-based compensation expense, and employee benefit costs. Cost of services and other revenue also includes third-party consulting services and allocated overhead. Overhead is allocated to cost of services and other revenue based on applicable headcount. We recognize these expenses as they are incurred. Stock-Based Compensation We recognize stock-based compensation expense in accordance with the provisions of ASC 718, Compensation - Stock Compensation . ASC 718 requires the measurement and recognition of compensation expense for all stock-based awards made to employees, directors, and non-employees based on the grant date fair value of the awards. The fair value of each stock option is estimated on the date of grant using the Black-Scholes option pricing model. The fair value of each restricted stock unit (“RSU”) and restricted stock award (“RSA”) is estimated based on the fair value of the Company’s Class A common stock on the grant date. Prior to the IPO, the Company determined the fair value of its Class A common stock for financial reporting as of each grant date based on numerous objective and subjective factors and management’s judgement. Subsequent to the IPO, the Company determines the fair value using the market closing price of its Class A common stock on the date of grant. Stock-based compensation expense is included in cost of revenue and operating expenses within our condensed consolidated statements of operations based on the expense classification of the individual earning the award. The fair value of awards with only service-based vesting conditions is recognized as expense over the requisite service period on a straight-line basis. The fair value of awards that contain both service-based and performance-based vesting conditions, such as RSUs that were granted under the UiPath, Inc. 2018 Stock Plan (the “2018 Plan”) before our IPO, are recognized as expense using the accelerated attribution method once it is probable that the performance condition will be met. Segment Information Operating segments are defined as components of an entity for which discrete financial information is available and is regularly reviewed by the Chief Operating Decision Maker (“CODM”) in making decisions regarding resource allocation and performance assessment. The Company’s CODM is its Chief Executive Officer. The Company has determined it has one 10 UiPath, Inc. Notes to Condensed Consolidated Financial Statements (Continued) (unaudited) operating and reportable segment as the CODM reviews financial information presented on a consolidated basis for purposes of allocating resources and evaluating financial performance . Internal-Use Software We capitalize costs incurred to implement and develop internal-use and cloud software pursuant to ASC 350-40, Internal Use Software . Costs incurred to implement a cloud computing arrangement that is a service contract are capitalized in our condensed consolidated financial statements in the same manner as other service costs and assets related to service contracts. These capitalized costs exclude training costs, project management costs, and data migration costs. Capitalized implementation costs are amortized on a straight-line basis over the terms of the associated hosting arrangements and are recorded under operating expenses in the same line item on the condensed consolidated statements of operations as the expense for fees for the associated hosting arrangement. Capitalized software implementation costs were $2.6 million and $2.6 million as of April 30, 2021 and January 31, 2021, respectively, and are recorded in other assets, non-current on our condensed consolidated balance sheets. Related amortization expense was $0.2 million and $0.1 million for the three months ended April 30, 2021 and 2020, respectively. Costs incurred in the development phase of cloud offerings are capitalized and amortized on a straight-line basis over the product’s estimated useful life of five years and are included in cost of maintenance and support revenue on the condensed consolidated statements of operations. Capitalized costs include salaries, benefits, and stock-based compensation charges for employees that are directly involved in developing our cloud-based products. These capitalized costs are included in other assets, non-current on the condensed consolidated balance sheets and were $6.4 million and $4.4 million as of April 30, 2021 and January 31, 2021, respectively. Related amortization expense was $0.2 million and immaterial for the three months ended April 30, 2021 and 2020, respectively. Software Development Costs We account for costs incurred to develop software to be licensed in accordance with ASC 985-20, Costs of Software to be Sold, Leased or Marketed . ASC 985-20 requires all costs incurred to establish technological feasibility to be expensed as they are incurred. Technological feasibility is established when the working model is complete. Costs incurred subsequent to establishing technological feasibility are capitalized until the product is available for general release to customers, at which point they are amortized on a product by product basis. Capitalized costs are included in other assets, non-current on the condensed consolidated balance sheets. These costs are amortized on a straight-line basis over the software’s estimated useful life of five years, and are included in cost of licenses revenue in the condensed consolidated statements of operations. Management evaluates the remaining useful life of these assets on an annual basis and tests for impairment whenever events or changes in circumstances occur that could impact the recoverability of these assets. Capitalized software development costs were $3.4 million and $2.9 million as of April 30, 2021 and January 31, 2021, respectively. Related amortization expense was $0.1 million and $0.1 million for the three months ended April 30, 2021 and 2020, respectively. Recently Adopted Accounting Pronouncements As an “emerging growth company,” the Jumpstart Our Business Startups Act (“JOBS Act”) allows us to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies. We have elected to use this extended transition period under the JOBS Act. In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2020-06, Debt—Debt with “Conversion and Other Options (Subtopic 470-20) and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40). The ASU simplifies accounting for convertible instruments by removing certain separation models required under current U.S. GAAP. The ASU also removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it revises the guidance in ASC 260, Earnings Per Share , to require entities to calculate diluted earnings per share for convertible instruments by using the if-converted method. We early adopted this guidance on a retrospective basis effective as of February 1, 2021. The guidance did not have a material impact on our condensed consolidated financial statements. 11 UiPath, Inc. Notes to Condensed Consolidated Financial Statements (Continued) (unaudited) Recently Issued Accounting Pronouncements In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes , which is intended to simplify various aspects related to accounting for income taxes. The ASU simplifies the accounting for income taxes by removing certain exceptions associated with (i) intraperiod tax allocations, (ii) recognition of deferred tax liability for equity method investments of foreign subsidiaries, and (iii) the calculation of income taxes in an interim period when in a loss position within the framework of ASC 740 and clarifies and amends existing guidance to improve consistent application. The ASU will be effective for us beginning February 1, 2022, and for interim periods in fiscal years beginning February 1, 2023. We are currently evaluating the impact of this pronouncement on our condensed consolidated financial statements. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments to amend the current accounting guidance which requires the measurement of all expected losses to be based on historical experience, current conditions and reasonable and supportable forecasts. For trade receivables, contract assets, and other financial instruments, we will be required to use a forward-looking expected loss model that reflects probable losses rather than the incurred loss model for recognizing credit losses. The ASU will be effective for us beginning February 1, 2023. Early adoption is permitted. We are currently evaluating the impact of this pronouncement on our condensed consolidated financial statements. 3. Revenue Recognition Disaggregation of Revenue The following table presents revenue by region, according to the location of those customers from which the revenue was generated (in thousands except percentages): Three Months Ended April 30, 2021 2020 Amount Percentage of Revenue Amount Percentage of Revenue Americas (1) $ 84,626 45 % $ 41,353 37 % Europe, Middle East, and Africa 50,084 27 % 36,680 32 % Asia-Pacific (2) 51,507 28 % 35,070 31 % Total revenue $ 186,217 100 % $ 113,103 100 % (1) Revenue from the United States represented 40% and 33% of our total revenues for the three months ended April 30, 2021 and 2020, respectively. (2) Revenue from Japan represented 15% and 19% of our total revenues for the three months ended April 30, 2021 and 2020, respectively. Deferred Revenue During the three months ended April 30, 2021 and 2020, we recognized $81.9 million and $48.3 million of revenue that was included in the deferred revenue balance as of January 31, 2021 and 2020, respectively . Remaining Performance Obligations Our remaining performance obligations are comprised of licenses, maintenance and support, and services and other revenue not yet delivered. As of April 30, 2021, the aggregate amount of transaction price allocated to remaining performance obligations was $463.9 million, which consists of $277.3 million of billed consideration and $186.6 million of unbilled consideration. Of this aggregate amount, we expect to recognize 63% as revenue over the next 12 months, and the remainder thereafter. Deferred Contract Acquisition Costs Our deferred contract acquisition costs are comprised of sales commissions incremental to the acquisition of customer contracts and are determined based on sales compensation plans for incremental sales. Amortization of deferred contract acquisition costs was $4.9 million and $8.0 million for the three months ended April 30, 2021 and 2020, respectively. 12 UiPath, Inc. Notes to Condensed Consolidated Financial Statements (Continued) (unaudited) 4. Marketable Securities The following is a summary of our marketable securities (in thousands): As of April 30, 2021 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Commercial paper $ 27,774 $ — $ — $ 27,774 Corporate bonds 55,533 — (44 ) 55,489 Total marketable securities $ 83,307 $ — $ (44 ) $ 83,263 As of January 31, 2021 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Commercial paper $ 23,171 $ — $ — $ 23,171 Corporate bonds 79,674 7 (24 ) 79,657 Total marketable securities $ 102,845 $ 7 $ (24 ) $ 102,828 As of April 30, 2021 and January 31, 2021, the contractual maturities of our marketable securities were all less than one year. To determine whether a decline in value is other-than temporary, we evaluate, among other factors: the duration and extent to which the fair value has been less than the carrying value and our intent and ability to retain the marketable securities for a period of time sufficient to allow for any anticipated recovery in fair value. Based on the available evidence, we concluded that the gross unrealized losses on the marketable securities as of April 30, 2021 and January 31, 2021 are temporary in nature. 13 UiPath, Inc. Notes to Condensed Consolidated Financial Statements (Continued) (unaudited) 5. Fair Value Measurement The following tables present the fair value hierarchy of our financial assets and liabilities measured at fair value on a recurring basis as of April 30, 2021 and January 31, 2021 (in thousands): As of April 30, 2021 Level 1 Level 2 Total Financial assets: Money market $ 161,409 $ — $ 161,409 Commercial paper — 4,999 4,999 Total cash equivalents $ 161,409 $ 4,999 $ 166,408 Commercial paper — 27,774 27,774 Corporate bonds — 55,489 55,489 Total marketable securities — 83,263 83,263 Total $ 161,409 $ 88,262 $ 249,671 Financial liabilities: Foreign currency derivative liabilities included in accrued expenses and other current liabilities $ — $ 190 $ 190 Total $ — $ 190 $ 190 As of January 31, 2021 Level 1 Level 2 Total Financial assets: Money market $ 198,523 $ — $ 198,523 Commercial paper — 19,999 19,999 Corporate bonds — 1,477 1,477 Total cash equivalents $ 198,523 $ 21,476 $ 219,999 Commercial paper — 23,171 23,171 Corporate bonds — 79,657 79,657 Total marketable securities — 102,828 102,828 Total $ 198,523 $ 124,304 $ 322,827 Financial liabilities: Foreign currency derivative liabilities included in accrued expenses and other current liabilities $ — $ 571 $ 571 Total $ — $ 571 $ 571 Our money market funds are classified within Level 1 of the fair value hierarchy because they are valued based on quoted market prices in active markets. We classify commercial paper, corporate bonds, and derivative financial instruments within Level 2 because they are valued using inputs other than quoted prices which are directly or indirectly observable in the market, including readily available pricing sources for the identical underlying security which may not be actively traded. Our derivative financial instruments consist principally of foreign currency forward contracts and are carried at fair value based on significant observable inputs. As such, they are classified within Level 2 of the fair value hierarchy. None of our financial instruments were classified in the Level 3 category as of April 30, 2021 or January 31, 2021. 6. Business Acquisition Cloud Elements On March 19, 2021, we acquired all of the outstanding capital stock of Cloud Elements Inc. (“Cloud Elements”), the provider of an API integration platform for SaaS application providers and the digital enterprise. The acquisition of Cloud Elements brings technology and an experienced team which we believe will accelerate our technology roadmap in areas such as native integrations and system event automation triggers. 14 UiPath, Inc. Notes to Condensed Consolidated Financial Statements (Continued) (unaudited) The total purchase consideration for the acquisition of Cloud Elements was $ 36.1 million , which consisted of the following (in thousands) : Amount Cash $ 5,660 Fair value of common stock 30,446 Total $ 36,106 The following table summarizes the preliminary fair values of the assets acquired and liabilities assumed as of the acquisition date (in thousands): March 19, 2021 Cash $ 162 Accounts receivable 743 Other assets 1,996 Intangible assets 11,200 Goodwill 30,465 Total assets acquired 44,566 Total liabilities assumed (8,460 ) Total $ 36,106 The following table sets forth the components of identifiable intangible assets acquired and their estimated useful lives as of the date of acquisition: Fair Value Estimated Useful Life (in thousands) (in years) Developed technology $ 6,600 5.0 Customer relationships 4,500 3.0 Trade name 100 3.0 Total $ 11,200 The acquisition of Cloud Elements generated $30.5 million in goodwill due to the synergies expected and the skilled workforce acquired. None of this goodwill is deductible for tax purposes. The Company incurred transaction costs in connection with the Cloud Elements acquisition of $1.1 million. Of these transaction costs, $0.9 million was included in general and administrative expenses in the condensed consolidated statements of operations for the three months ended April 30, 2021, and the remainder was recognized previously. 7. Intangible Assets and Goodwill Intangible Assets, Net Acquired intangible assets, net consisted of the following as of April 30, 2021 (in thousands): Intangible Assets, Gross Accumulated Amortization Intangible Assets, Net Weighted- Average Remaining Useful Life (Years) Developed technology $ 19,623 $ (4,095 ) $ 15,528 4.0 Customer relationships 5,053 (291 ) 4,762 3.0 Trade names and trademarks 172 (39 ) 133 2.5 Total $ 24,848 $ (4,425 ) $ 20,423 15 UiPath, Inc. Notes to Condensed Consolidated Financial Statements (Continued) (unaudited) Acquired intangible assets, net consisted of the following as of January 31, 2021 (in thousands): Intangible Assets, Gross Accumulated Amortization Intangible Assets, Net Weighted- Average Remaining Useful Life (Years) Developed technology $ 13,083 $ (3,350 ) $ 9,733 3.7 Customer relationships 527 (111 ) 416 3.8 Trade names and trademarks 66 (24 ) 42 1.8 Total $ 13,676 $ (3,485 ) $ 10,191 We record amortization expense associated with acquired developed technology in cost of licenses revenue and cost of maintenance and support revenue, trade names and trademarks in sales and marketing expense, and customer relationships in sales and marketing expense in the condensed consolidated statements of operations. Amortization of acquired intangible assets for the three months ended April 30, 2021 and 2020 was $0.9 million and $0.6 million, respectively. The expected future amortization expenses related to intangible assets as of April 30, 2021 were as follows (in thousands): Amount Remainder of year ending January 31, 2022 $ 4,194 Year ending January 31, 2023 5,587 2024 5,568 2025 3,534 2026 1,320 Thereafter 220 Total $ 20,423 Goodwill The changes in the carrying amounts of goodwill during the period were as follows (in thousands): Carrying Amount Balance as of January 31, 2021 $ 28,059 Acquisition of Cloud Elements 30,465 Effect of foreign currency translation (46 ) Balance as of April 30, 2021 $ 58,478 8. Operating Leases Our operating leases consist of real estate and vehicles and have remaining lease terms of one to eight years. For purposes of calculating operating lease liabilities, lease terms may be deemed to include options to extend the lease when it is reasonably certain that we will exercise those options. Our operating lease arrangements do not contain any material restrictive covenants or residual value guarantees. 16 UiPath, Inc. Notes to Condensed Consolidated Financial Statements (Continued) (unaudited) Lease costs are presented below (in thousands) : Three Months Ended April 30, 2021 2020 Operating lease cost $ 1,734 $ 1,879 Short-term lease cost 925 3,329 Variable lease cost 125 425 Total $ 2,784 $ 5,633 Weighted-average lease term and the discount rate related to our operating lease right-of-use assets and lease liabilities were as follows: As of April 30, 2021 January 31, 2021 Weighted-average remaining lease term (years) 3.8 3.8 Weighted-average discount rate 8 % 8 % Future undiscounted lease payments for our operating lease liabilities as of April 30, 2021 were as follows (in thousands): Amount Remainder of year ending January 31, 2022 $ 5,658 Year ending January 31, 2023 7,215 2024 4,736 2025 1,732 2026 753 Thereafter 2,000 Total operating lease payments 22,094 Less: imputed interest (2,870 ) Total operating lease liabilities $ 19,224 Current operating lease liabilities of $6.3 million and $5.9 million were included in accrued expenses and other current liabilities on the Company’s condensed consolidated balance sheets as of April 30, 2021 and January 31, 2021, respectively. 9. Condensed Consolidated Balance Sheet Components Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consisted of the following (in thousands): As of April 30, 2021 January 31, 2021 Prepaid expenses $ 22,719 $ 21,302 Value-added taxes receivable 1,749 7,178 Other receivables 4,182 4,002 Supplier advances 13,022 17,270 Prepaid expenses and other current assets $ 41,672 $ 49,752 17 UiPath, Inc. Notes to Condensed Consolidated Financial Statements (Continued) (unaudited) Property and Equipment, Net Property and equipment, net consisted of the following (in thousands): As of April 30, 2021 January 31, 2021 Computers and equipment $ 18,368 $ 16,408 Leasehold improvements 10,644 10,711 Furniture and fixtures 5,627 5,590 Other 70 177 Property and equipment, gross 34,709 32,886 Less: accumulated depreciation (19,560 ) (18,064 ) Property and equipment, net $ 15,149 $ 14,822 Depreciation expense for the three months ended April 30, 2021 and 2020 was $1.8 million and $2.2 million, respectively. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following (in thousands): As of April 30, 2021 January 31, 2021 Accrued expenses $ 21,396 $ 11,955 Withholding tax from employee equity transactions 9,218 — Payroll taxes payable 2,326 2,035 Income tax payable 1,924 4,022 Value-added taxes payable 3,969 8,945 Operating lease liabilities, current 6,256 5,924 Other 5,968 3,779 Accrued expenses and other current liabilities $ 51,057 $ 36,660 10. Credit Agreement and Facility On October 30, 2020, we entered into a Senior Secured Credit Facility (the “Credit Facility”) with HSBC Ventures USA Inc., Silicon Valley Bank, Sumitomo Mitsui Banking Corporation, and Mizuho Bank, LTD. The Credit Facility replaced the two-year $100.0 million senior secured revolving credit agreement described in the Final Prospectus, which was repaid in full in July 2020. Substantive changes from that agreement include a credit limit of $200.0 million, an extension of maturity to October 30, 2023 and the removal of certain financial covenants. The Credit Facility contains certain customary covenants, including, but not limited to, those relating to additional indebtedness, liens, asset divestitures, and affiliate transactions. We may use the proceeds of future borrowings under the Credit Facility for refinancing other indebtedness, working capital, capital expenditures and other general corporate purposes, including permitted business acquisitions. Our obligations under the Credit Facility are secured by substantially all of our assets, except for our intellectual property. As of April 30, 2021 and January 31, 2021, there were no amounts outstanding and we were in compliance with all covenants under the Credit Facility. 18 UiPath, Inc. Notes to Condensed Consolidated Financial Statements (Continued) (unaudited) 11. Commitments and Contingencies Letters of Credit We had a total of $3.9 million and $4.1 million in letters of credit outstanding in favor of certain landlords for office space and for credit line facilities as of April 30, 2021 and January 31, 2021, respectively. These letters of credit renew annually and expire on various dates through fiscal year 2022. Indemnification In the ordinary course of business, we may provide indemnification of varying scope and terms to customers, vendors, investors, directors, and officers with respect to certain matters, including, but not limited to, losses arising out of our breach of such agreements, services to be provided by us, or from intellectual property infringement claims made by third parties. These indemnification provisions may survive termination of the underlying agreement and the maximum potential amount of future payments we could be required to make under these indemnification provisions may not be subject to maximum loss clauses. The maximum potential amount of future payments we could be required to make under these indemnification provisions is indeterminable. As of April 30, 2021 and January 31, 2021, we have not accrued a liability for these indemnification arrangements because the likelihood of incurring a payment obligation, if any, in connection with these indemnification arrangements was remote. Defined Contribution Plans We sponsor defined contribution plans for qualifying employees, including a 401(k) plan in the United States to which we make matching contributions of 50% of participating employee contributions. Our total matching contribution to the 401(k) Plan for the three months ended April 30, 2021 and 2020 was $3.1 million and $1.9 million, respectively. Litigation From time to time, we may be involved in lawsuits, claims, investigations, and proceedings, consisting of intellectual property, commercial, employment, and other matters, which arise in the ordinary course of business. In accordance with ASC 450, Contingencies , we make a provision for a liability when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. We are not presently a party to any litigation the outcome of which, we believe, if determined adversely to us, would individually or taken together have a material adverse effect on our business, operating results, cash flows or financial condition. We have determined that the existence of a material loss is neither probable nor reasonably possible. Warranty We warrant to customers that our platform will operate substantially in accordance with its specifications. Historically, no significant costs have been incurred related to product warranties and the probability of incurring such costs in the future is deemed remote. As such, no accruals for product warranty costs have been made. Other Commitments Certain executives’ employment agreements contain provisions providing for severance upon termination. Due to the growth in the fair value of our common stock combined with the timing between when certain employees began employment with us and the date that their stock options were granted, the actual exercise price of the grants made to certain employees was higher than the price in effect at the time of their hire. In order to compensate the individuals for the increased exercise price, we have granted long-term incentive awards consisting of cash payments equal to the difference between the exercise price in effect at the hire date of these employees and the actual granted exercise price multiplied by the number of shares of common stock subject to the stock options granted. We have recorded $0.9 million and $0.9 million within accrued expenses and other current liabilities in the condensed consolidated balance sheets and have additional unrecorded commitments to these employees of $2.9 million and $3.4 million as of April 30, 2021 and January 31, 2021, respectively. 19 UiPath, Inc. Notes to Condensed Consolidated Financial Statements (Continued) (unaudited) Non-Cancelable Purchase Obligations In the normal course of business, we enter into non-cancelable purchase commitments with various parties mainly for hosting services and software products and services. As of April 30, 2021, we had outstanding non-cancelable purchase obligations with a term of 12 months or longer as follows (in thousands): Amount Remainder of year ending January 31, 2022 $ 4,844 Year ending January 31, 2023 12,934 2024 6,556 2025 493 2026 3 Thereafter 3 Total $ 24,833 12. Convertible Preferred Stock and Stockholders’ Equity (Deficit) Convertible Preferred Stock In February 2021, we issued to certain investors approximately 12.0 million shares of Series F convertible preferred stock at a purchase price of $62.28 per share, for an aggregate purchase price of $750.0 million. Immediately prior to the completion of the IPO, all convertible preferred stock outstanding, totaling approximately 306.3 million shares, was automatically converted into an equivalent number of shares of Class A common stock on a one-to-one basis and their carrying value of $1,971.8 million was reclassified to stockholders’ equity. Preferred Stock In April 2021, we amended and restated our certificate of incorporation, which authorized 20.0 million shares of preferred stock. Common Stock In April 2021, we amended and restated our certificate of incorporation, which authorized a total of 2.0 billion shares of Class A common stock and 115.7 million shares of Class B common stock. Each share of Class B common stock will convert automatically into Class A common stock, on a one-to-one basis, upon certain circumstances, including: (1) the sale or transfer of such share of Class B common stock (except under certain circumstances described in the amended and restated certificate of incorporation), (2) a date fixed by the board of directors that is no less than 120 days and no more than 180 days following the date that the number of shares of Class B common stock outstanding is less than 20% of the number of shares of Class B common stock outstanding immediately prior to the completion of the IPO, or (3) six months after the death or incapacity of Daniel Dines. The Class A common stock is entitled to one vote per share and the Class B common stock is entitled to thirty-five votes per share. We have reserved 2.8 million shares of our Class A common stock to fund our social impact and environmental, social, and governance initiatives. Accumulated Other Comprehensive Income (Loss) For the three months ended April 30, 2021 and 2020, changes in the components of accumulated other comprehensive income (loss) were as follows (in thousands): 20 UiPath, Inc. Notes to Condensed Consolidated Financial Statements (Continued) (unaudited) Foreign Currency Translation Adjustments Unreleased Gain (Loss) on Marketable Securities Accumulated Other Comprehensive Income (Loss) Balance as of January 31, 2021 $ (12,504 ) $ (17 ) $ (12,521 ) Other comprehensive income (loss), net of tax 4,254 (27 ) 4,227 Balance as of April 30, 2021 $ (8,250 ) $ (44 ) $ (8,294 ) Foreign Currency Translation Adjustments Unreleased Gain (Loss) on Marketable Securities Accumulated Other Comprehensive Income (Loss) Balance as of January 31, 2020 $ 6,226 $ — $ 6,226 Other comprehensive income, net of tax 8,313 — 8,313 Balance as of April 30, 2020 $ 14,539 $ — $ 14,539 13. Equity Incentive Plans and Stock-Based Compensation Prior Stock Plans In June 2015, we adopted our 2015 Stock Plan (the “2015 Plan”). The 2015 Plan was terminated in June 2018 in connection with the adoption of the 2018 Plan. Accordingly, no shares are available for future issuances under the 2015 Plan following the adoption of the 2018 Plan. In June 2018, we adopted the 2018 Plan, which provides for grants of stock-based awards, including RSUs, RSAs, and stock options. The 2018 Plan was terminated in April 2021 in connection with the adoption of our 2021 Stock Plan (the “2021 Plan”). Accordingly, no shares are available for future issuances under the 2018 Plan following the adoption of the 2021 Plan. 2021 Stock Plan In April 2021, prior to and in connection with the IPO, we adopted the 2021 Plan, which provides for grants of incentive stock options, nonstatutory stock options, stock appreciation rights, RSAs, RSUs, performance awards, and other forms of awards. We have reserved 118.8 million shares of our Class A common stock to be issued under the 2021 Plan. In addition, the number of shares of our Class A common stock reserved for issuance under the 2021 Plan will automatically increase on February 1 of each year for a period of ten years, beginning on February 1, 2022 and continuing through February 1, 2031, in an amount equal to (1) 5% of the total number of shares of our common stock (both Class A and Class B) outstanding on the preceding January 31, or (2) a lesser number of shares determined by our board of directors no later than the February 1 increase. 2021 Employee Stock Purchase Plan In April 2021, prior to and in connection with the IPO, we adopted our 2021 Employee Stock Purchase Plan (the “2021 ESPP”). The 2021 ESPP authorizes the issuance of 10.5 million shares of our Class A common stock under purchase rights granted to our employees or to employees of any of our designated affiliates. The number of shares of our Class A common stock reserved for issuance will automatically increase on February 1 of each year for a period of ten years, beginning on February 1, 2022 and continuing through February 1, 2031, by the lesser of (i) 1% of the total number of shares of our common stock (both Class A and Class B) outstanding on the preceding January 31; and (ii) 15.5 million shares, except before the date of any such increase, our board of directors may determine that such increase will be less than the amount set forth in clauses (i) and (ii) above. The initial offering period began on April 21, 2021, and the first purchase date will fall on December 20, 2021. 21 UiPath, Inc. Notes to Condensed Consolidated Financial Statements (Continued) (unaudited) Stock Options The following table summarizes the option activity under our stock plans during the reporting period: Number of Stock Options (in thousands) Weighted- Average Exercise Price Weighted-Average Remaining Contractual Life (years) Aggregate Intrinsic Value (in thousands) Outstanding as of January 31, 2021 23,013 $ 1.58 7.9 $ 1,207,831 Granted 147 $ 0.10 Exercised (1,881 ) $ 1.26 Forfeited (172 ) $ 2.32 Expired — $ — Outstanding as of April 30, 2021 21,107 $ 1.59 7.5 $ 1,486,032 Vested and exercisable as of April 30, 2021 9,925 $ 1.04 6.6 $ 704,260 The weighted-average grant date fair value of stock options granted during the three months ended April 30, 2021 and 2020 was $55.91 and $5.25 per share, respectively. The intrinsic value of stock options exercised during the three months ended April 30, 2021 and 2020 was $101.0 million and $21.8 million, respectively. During the three months ended April 30, 2021 and 2020, our compensation committee approved certain modifications to stock options, including acceleration of the service-based vesting condition of certain employee stock options upon termination and extension of exercise period of certain outstanding employee stock options. Incremental expense associated with these modifications was immaterial and $2.2 million for the three months ended April 30, 2021 and 2020, respectively. Unrecognized compensation expense associated with unvested stock options granted and outstanding as of April 30, 2021, was $99.8 million, which is to be recognized over a weighted-average remaining period of 2.6 years. Early Exercised Options Certain stock option holders have the right to exercise unvested options, subject to a repurchase right held by us at the original exercise price, in the event of voluntary or involuntary termination of employment of the option holders, until the options are fully vested. As of April 30, 2021, there were outstanding 1.7 million shares underlying unvested stock options that had been early exercised. The cash proceeds associated with these early exercises are recorded within accrued expenses and other current liabilities and other liabilities, non-current in our condensed consolidated balance sheets, depending upon the future vesting dates of the associated options. Such accrued amounts totaled $4.2 million and $5.9 million as of April 30, 2021 and January 31, 2021, respectively. Proceeds are transferred to additional paid-in capital at the time of option vesting. Restricted Stock Units RSU activity during the three months ended April 30, 2021 consisted of the following (in thousands except per share amounts): RSUs (in thousands) Weighted-Average Grant Date Fair Value Per Share Unvested as of January 31, 2021 34,753 $ 10.80 Granted 2,818 $ 56.00 Vested (1) (17,921 ) $ 6.40 Forfeited (513 ) $ 12.45 Unvested as of April 30, 2021 19,137 $ 21.53 (1) Class A common stock has not been issued in connection with 17,532 vested RSUs because such RSUs were unsettled as of April 30, 2021. The fair value of RSUs vested during the three months ended April 30, 2021 and 2020 was $1,003.6 million and none, respectively. 22 UiPath, Inc. Notes to Condensed Consolidated Financial Statements (Continued) (unaudited) Prior to the IPO, the Company granted RSUs which vested on the satisfaction of both a service -based condition and a performance -based condition. The performance-based vesting condition was deemed satisfied on April 2 3 , 2021, the date that the Company completed the IPO . Upon closing of the IPO, the Company recognized $ 233. 0 million of cumulative stock-based compensation expense for the portion of these RSUs for which the service-based vesting condition ha d been fully or partially satisfied. During the three months ended April 30, 2021, our compensation committee approved a modification to allow acceleration of vesting of 0.2 million RSUs, resulting in the recognition of $8.9 million of incremental expense. Incremental expense associated with modifications of RSUs was insignificant for the three months ended April 30, 2020. As of April 30, 2021, total unrecognized compensation expense related to unvested RSUs was approximately $288.2 million and will be recognized over a weighted-average remaining period of 3.3 years. Restricted Stock Awards In September 2020, we issued approximately 0.1 million RSAs to a member of our board of directors at a grant date fair value of $33.22 per share, totaling $4.0 million. Such RSAs vest monthly over four years from the grant date. The unvested shares are subject to a repurchase right held by us at the original purchase price. As of April 30, 2021, total unrecognized compensation expense related to unvested RSAs was $3.4 million and will be recognized over the remaining vesting period of 3.4 years. Tax Withholdings on Employee Equity Transactions For the majority of our tax jurisdictions, we have adopted sell-to-cover as the tax withholding method for equity awards upon settlement, pursuant to which shares with a market value equivalent to the tax withholding obligations are sold on behalf of the holder of the awards to cover the tax withholding liability, and the cash proceeds from such sales are remitted by the Company to taxing authorities. For certain other tax jurisdictions where selling restrictions exist, the Company may issue net shares and remit tax liabilities to the relevant tax authorities on behalf of the award holders, or may accept employee payment of tax withholdings in cash. Stock-based Compensation Expense We classified stock-based compensation expense in the condensed consolidated statements of operations as follows (in thousands): Three Months Ended April 30, 2021 2020 Cost of revenue $ 25,145 $ 383 Sales and marketing 119,293 1,853 Research and development 65,616 1,816 General and administrative 40,781 4,149 Total $ 250,835 $ 8,201 The expense presented in the above table is net of capitalized stock-based compensation relating to software development costs of $2.2 million for the three months ended April 30, 2021. Capitalized stock-based compensation relating to software development costs for the three months ended April 30, 2020 was immaterial. 14. Income Taxes Our tax provision for interim periods is determined using an estimated annual effective tax rate, adjusted for discrete items arising in the applicable quarter. In each quarter, we update the estimated annual effective tax rate and make a year-to-date adjustment to the provision. The estimated annual effective tax rate is subject to significant volatility due to several factors, including our ability to accurately predict the proportion of our pretax income in multiple jurisdictions and certain book-tax differences. 23 UiPath, Inc. Notes to Condensed Consolidated Financial Statements (Continued) (unaudited) We had a provision for income taxes of $1.4 million and $0.7 million for the three months ended April 30, 2021 and 2020, respectively. Our effective tax rate was (0.6%) and (1.3%) for the three months ended April 30, 2021 and 2020, respectively. For the three months ended April 30, 2021 and 2020, the provision for income taxes differed from the U.S. federal statutory rate primarily as a result of not recognizing deferred tax assets for losses due to a full valuation allowance and due to tax rate differences between the United States and foreign countries. The realization of tax benefits of net deferred tax assets (“DTAs”) is dependent upon future levels of taxable income, of an appropriate character, in the periods the items are expected to be deductible or taxable. Based on the available objective evidence during the three months ended April 30, 2021, we believe it is more likely than not that the tax benefits of U.S. and Romania tax losses may not be realized. Accordingly, we recorded a full valuation allowance against the U.S. and Romania tax losses. We intend to maintain the full valuation allowance on the U.S. and Romania tax losses until sufficient positive evidence exists to support a reversal of, or decrease in, the valuation allowance. As of April 30, 2021, there is no valuation allowance recorded against DTAs associated with Japan tax losses, as we believe it is more likely than not that we will realize such assets during the prescribed statutory period. During the three months ended April 30, 2021, there were no material changes to the total amount of unrecognized tax benefits and we do not expect any significant changes in the next 12 months. 15. Net Income Loss Per Share Attributable to Common Stockholders The following table sets forth the computation of basic and diluted net loss per share attributable to common stockholders for the periods presented (in thousands except per share amounts): Three Months Ended April 30, 2021 2020 Class A Class B Class A Class B Numerator: Net loss $ (120,397 ) $ (119,266 ) $ (14,377 ) $ (38,463 ) Denominator: Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted 108,184 107,168 43,261 115,742 Net loss per share attributable to common stockholders, basic and diluted $ (1.11 ) $ (1.11 ) $ (0.33 ) $ (0.33 ) Anti-dilutive common stock equivalents excluded from the computation of diluted net income loss per share attributable to common are as follows (in thousands): Three Months Ended April 30, 2021 2020 Class A Class B Class A Class B Convertible preferred stock 278,940 — 282,108 — Unvested RSUs 36,184 — 26,670 — Outstanding stock options 22,205 — 46,039 — Shares subject to repurchase from RSAs and early exercised stock options 2,280 — 289 — Total weighted-average anti-dilutive common stock equivalents 339,609 — 355,106 — 24 UiPath, Inc. Notes to Condensed Consolidated Financial Statements (Continued) (unaudited) 16. Related Party Transactions In March 2021, we granted an immediate family member of our Chief Executive Officer, Co-Founder, and Chairman options to purchase 7 thousand shares of Class A common stock at an exercise price of $0.10 per share, with an aggregate estimated fair value of $0.4 million. 17. Subsequent Events On May 14, 2021, the compensation committee of our board of directors granted approximately 0.5 million RSUs to certain executives and employees. These RSUs have an aggregate fair value of $38.1 million and vest over a weighted-average period of 3.9 years from the grant date. 25