UiPath, Inc. 10-K

Item 8. Financial Statements and Supplementary Data INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page Report of Independent Registered Public Accounting Firm (PCAOB ID Number 248 ) 73 Consolidated Balance Sheets 74 Consolidated Statements of Operations 75 Consolidated Statements of Comprehensive Loss 76 Consolidated Statements of Convertible Preferred Stock and Stockholders’ Equity (Deficit) 77 Consolidated Statements of Cash Flows 78 Notes to Consolidated Financial Statements 79 72 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Board of Directors and Stockholders UiPath, Inc. Opinion on the financial statements We have audited the accompanying consolidated balance sheets of UiPath, Inc. (a Delaware corporation) and subsidiaries (the “Company”) as of January 31, 2022 and 2021, the related consolidated statements of operations, comprehensive loss, convertible preferred stock and stockholders’ equity, and cash flows for each of the three years in the period ended January 31, 2022, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of January 31, 2022 and 2021, and the results of its operations and its cash flows for each of the three years in the period ended January 31, 2022, in conformity with accounting principles generally accepted in the United States of America. Basis for opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. /s/ GRANT THORNTON LLP We have served as the Company’s auditor since 2018. New York, New York April 4, 2022 73 Table of Contents UiPath, Inc. Consolidated Balance Sheets Amounts in thousands except per share data As of January 31, 2022 2021 ASSETS Current assets Cash and cash equivalents $ 1,768,723 $ 357,690 Restricted cash — 7,000 Marketable securities 96,417 102,828 Accounts receivable, net of allowance for doubtful accounts of $ 2,566 and $ 2,879 , respectively 251,988 172,286 Contract assets 74,831 34,221 Deferred contract acquisition costs 29,926 10,653 Prepaid expenses and other current assets 55,416 49,752 Total current assets 2,277,301 734,430 Restricted cash, non-current — 6,500 Marketable securities, non-current 19,523 — Contract assets, non-current 2,730 2,085 Deferred contract acquisition costs, non-current 100,224 32,553 Property and equipment, net 17,176 14,822 Operating lease right-of-use assets 48,953 17,260 Intangible assets, net 16,817 10,191 Goodwill 53,564 28,059 Deferred tax asset 10,628 8,118 Other assets, non-current 25,534 12,443 Total assets $ 2,572,450 $ 866,461 LIABILITIES, CONVERTIBLE PREFERRED STOCK, AND STOCKHOLDERS’ EQUITY (DEFICIT) Current liabilities Accounts payable $ 11,515 $ 6,682 Accrued expenses and other current liabilities 87,958 36,660 Accrued compensation and benefits 130,673 110,736 Deferred revenue 297,355 211,078 Total current liabilities 527,501 365,156 Deferred revenue, non-current 68,665 61,325 Operating lease liabilities, non-current 49,843 14,152 Other liabilities, non-current 4,524 7,564 Total liabilities 650,533 448,197 Commitments and contingencies (Note 11) Convertible preferred stock, $ 0.00001 par value per share, 0 and 297,973 shares authorized as of January 31, 2022 and 2021, respectively; 0 and 294,257 shares issued and outstanding as of January 31, 2022 and 2021, respectively — 1,221,968 Stockholders’ equity (deficit): Preferred stock, $ 0.00001 par value per share, 20,000 and 0 shares authorized as of January 31, 2022 and 2021, respectively; 0 shares issued and outstanding as of January 31, 2022 and 2021, respectively — — Class A common stock, $ 0.00001 par value per share, 2,000,000 and 581,000 shares authorized as of January 31, 2022 and 2021, respectively; 458,773 and 75,177 shares issued and outstanding as of January 31, 2022 and 2021, respectively; 4 1 Class B common stock, $ 0.00001 par value per share, 115,741 shares authorized as of January 31, 2022 and 2021, respectively; 82,453 and 110,653 shares issued and outstanding as of January 31, 2022 and 2021, respectively; 1 1 Additional paid-in capital 3,406,959 179,175 Accumulated other comprehensive income (loss) 10,899 ( 12,521 ) Accumulated deficit ( 1,495,946 ) ( 970,360 ) Total stockholders’ equity (deficit) 1,921,917 ( 803,704 ) Total liabilities, convertible preferred stock, and stockholders’ equity (deficit) $ 2,572,450 $ 866,461 The accompanying notes are an integral part of these consolidated financial statements. 74 Table of Contents UiPath, Inc. Consolidated Statements of Operations Amounts in thousands except per share data Year Ended January 31, 2022 2021 2020 Revenue: Licenses $ 481,427 $ 346,035 $ 201,648 Subscription services 369,867 232,542 119,612 Professional services and other 40,958 29,066 14,896 Total revenue 892,252 607,643 336,156 Cost of revenue: Licenses 11,888 7,054 3,760 Subscription services 60,565 24,215 16,503 Professional services and other 96,415 34,588 39,142 Total cost of revenue 168,868 65,857 59,405 Gross profit 723,384 541,786 276,751 Operating expenses: Sales and marketing 697,682 380,154 483,344 Research and development 276,657 109,920 131,066 General and administrative 249,991 162,035 179,624 Total operating expenses 1,224,330 652,109 794,034 Operating loss ( 500,946 ) ( 110,323 ) ( 517,283 ) Interest income 3,551 1,152 6,741 Other (expense) income, net ( 13,488 ) 14,513 ( 6,597 ) Loss before income taxes ( 510,883 ) ( 94,658 ) ( 517,139 ) Provision for (benefit from) income taxes 14,703 ( 2,265 ) 2,794 Net loss $ ( 525,586 ) $ ( 92,393 ) $ ( 519,933 ) Net loss per share attributable to common stockholders, basic and diluted $ ( 1.16 ) $ ( 0.55 ) $ ( 3.41 ) Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted 454,625 168,255 152,382 The accompanying notes are an integral part of these consolidated financial statements. 75 Table of Contents UiPath, Inc. Consolidated Statements of Comprehensive Loss Amounts in thousands Year Ended January 31, 2022 2021 2020 Net loss $ ( 525,586 ) $ ( 92,393 ) $ ( 519,933 ) Other comprehensive income (loss), net of tax: Unrealized loss on available-for-sale marketable securities, net ( 318 ) ( 17 ) — Foreign currency translation adjustments 23,738 ( 18,730 ) 5,174 Other comprehensive income (loss) 23,420 ( 18,747 ) 5,174 Comprehensive loss $ ( 502,166 ) $ ( 111,140 ) $ ( 514,759 ) The accompanying notes are an integral part of these consolidated financial statements. 76 Table of Contents UiPath, Inc. Consolidated Statements of Convertible Preferred Stock and Stockholders’ Equity (Deficit) Amounts in thousands Convertible preferred stock Common stock (Class A) Common stock (Class B) Additional paid-in capital Accumulated other comprehensive income (loss) Accumulated deficit Total stockholders’ equity (deficit) Shares Amount Shares Amount Shares Amount Amount Amount Amount Amount Balance as of January 31, 2019 237,617 $ 413,380 27,468 $ — 120,913 $ 1 $ 22,620 $ 1,052 $ ( 321,616 ) $ ( 297,943 ) Issuance of convertible preferred stock, net of issuance costs of $ 591 44,491 583,009 — — — — — — — — Issuance of common stock upon exercise of stock options and vesting of restricted stock units — — 19,066 — — — 3,774 — — 3,774 Repurchase and retirement of common stock in connection with convertible preferred stock financing — — ( 4,651 ) — ( 5,172 ) — ( 28,541 ) — ( 36,418 ) ( 64,959 ) Stock-based compensation expense related to tender offer — — — — — — 48,260 — — 48,260 Stock-based compensation expense — — — — — — 26,116 — — 26,116 Other comprehensive income, net of tax — — — — — — — 5,174 — 5,174 Net loss — — — — — — — — ( 519,933 ) ( 519,933 ) 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 convertible preferred stock, net of issuance costs of $ 324 12,149 225,579 — — — — — — — — Issuance of common stock upon exercise of stock options and restricted stock awards — — 28,196 1 — — 20,518 — — 20,519 Issuance of common stock upon vesting of restricted stock awards — — 10 — — — 373 — — 373 Stock-based compensation expense related to common stock secondary transactions — — 5,088 — ( 5,088 ) — 4,983 — — 4,983 Stock-based compensation expense — — — — — — 81,072 — — 81,072 Other comprehensive loss, net of tax — — — — — — — ( 18,747 ) — ( 18,747 ) Net loss — — — — — — — — ( 92,393 ) ( 92,393 ) 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 — — — 30,467 — — 30,467 Issuance of common stock upon exercise of stock options — — 10,048 — — — 12,345 — — 12,345 Vesting of early exercised stock options — — — — — — 3,017 — — 3,017 Issuance of common stock under the employee stock purchase plan — — 411 — — — 14,462 — — 14,462 Issuance of common stock upon settlement of restricted stock units — — 25,280 — — — — — — — Tax withholdings on settlement of restricted stock units — — ( 186 ) — — — ( 10,591 ) — — ( 10,591 ) Stock-based compensation expense — — — — — — 518,380 — — 518,380 Other comprehensive income, net of tax — — — — — — — 23,420 — 23,420 Net loss — — — — — — — — ( 525,586 ) ( 525,586 ) Balance as of January 31, 2022 — $ — 458,773 $ 4 82,453 $ 1 $ 3,406,959 $ 10,899 $ ( 1,495,946 ) $ 1,921,917 The accompanying notes are an integral part of these consolidated financial statements. 77 Table of Contents UiPath, Inc. Consolidated Statements of Cash Flows Amounts in thousands Year Ended January 31, 2022 2021 2020 Cash flows from operating activities: Net loss $ ( 525,586 ) $ ( 92,393 ) $ ( 519,933 ) Adjustments to reconcile net loss to net cash (used in) provided by operating activities: Depreciation and amortization 14,705 12,335 8,666 Amortization of deferred contract acquisition costs 39,257 40,997 30,450 Reversal of deferred contract acquisition costs and accrued sales commissions, net — ( 9,229 ) — Net amortization of premium on marketable securities 1,954 263 — Impairment charges on assets — — 1,026 Stock-based compensation expense 515,583 86,167 137,862 Amortization of operating lease right-of-use assets 8,875 7,266 7,019 Deferred income taxes ( 5,832 ) ( 7,587 ) ( 1,324 ) Other non-cash charges, net (1) 1,983 1,019 928 Changes in operating assets and liabilities: Accounts receivable ( 86,387 ) ( 76,907 ) ( 52,146 ) Contract assets ( 43,660 ) ( 21,964 ) ( 5,083 ) Deferred contract acquisition costs ( 130,186 ) ( 51,058 ) ( 61,037 ) Prepaid expenses and other assets ( 15,360 ) ( 8,564 ) ( 20,625 ) Accounts payable 3,507 1,893 ( 14,557 ) Accrued expenses and other liabilities 45,729 6,122 18,763 Accrued compensation and benefits 24,038 49,924 17,735 Operating lease liabilities, net ( 9,064 ) ( 8,080 ) ( 5,064 ) Deferred revenue 105,481 98,973 97,884 Net cash (used in) provided by operating activities ( 54,963 ) 29,177 ( 359,436 ) Cash flows from investing activities: Purchases of marketable securities ( 212,512 ) ( 103,108 ) — Sales of marketable securities 89,383 — — Maturities of marketable securities 107,745 — — Purchases of property and equipment ( 8,879 ) ( 1,953 ) ( 15,748 ) Payments related to business acquisitions, net of cash acquired ( 5,498 ) ( 19,690 ) ( 18,525 ) Capitalized software development costs ( 2,950 ) ( 1,240 ) ( 5,233 ) Purchases of intangible assets ( 1,231 ) — — Purchases of investments ( 1,500 ) — — Net cash used in investing activities ( 35,442 ) ( 125,991 ) ( 39,506 ) Cash flows from financing activities: Proceeds from initial public offering, net of underwriting discounts and commissions 692,369 — — Payments of initial public offering costs ( 3,734 ) ( 732 ) — Proceeds from issuance of convertible preferred stock 750,000 225,903 583,600 Issuance costs related to convertible preferred stock ( 164 ) ( 324 ) ( 591 ) Proceeds from exercise of stock options 12,197 26,379 3,599 Payments of tax withholdings on net settlement of equity awards ( 10,467 ) — — Net receipts of tax withholdings on sell-to-cover equity award transactions 10,432 — — Proceeds from employee stock purchase plan contributions 19,040 — — Repurchase and retirement of common stock — — ( 128,843 ) Proceeds from credit agreement — 78,587 — Repayment of credit agreement — ( 78,587 ) — Payment of deferred loan costs related to senior secured credit facility — ( 808 ) — Net cash provided by financing activities 1,469,673 250,418 457,765 Effect of exchange rate changes 18,265 ( 16,545 ) 3,190 Net increase in cash, cash equivalents and restricted cash 1,397,533 137,059 62,013 Cash, cash equivalents, and restricted cash at beginning of period 371,190 234,131 172,118 Cash, cash equivalents, and restricted cash at end of period $ 1,768,723 $ 371,190 $ 234,131 Supplemental disclosures of cash flow information: Cash paid for interest $ 691 $ 1,708 $ 96 Cash paid for income taxes $ 8,454 $ 4,509 $ 3,525 Supplemental disclosures of non-cash investing and financing activity: Stock-based compensation capitalized for software development $ 4,487 $ 261 $ 398 Value of shares issued in payment of business acquisition $ 30,467 $ — $ — Deferred payments related to business acquisitions $ — $ — $ 18,591 Reduction in accrued expenses and other liabilities for vesting of early exercised stock options $ 3,017 $ 1,762 $ — Tax withholdings on net settlement of restricted stock units, accrued and unpaid $ 270 $ — $ — Property and equipment included in accounts payable $ 1,863 $ — $ — (1) Prior period amounts have been combined to conform to current presentation The accompanying notes are an integral part of these consolidated financial statements. 78 Table of Contents UiPath, Inc. Notes to Consolidated Financial Statements 1 Organization and 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 that allow our customers to discover automation opportunities and to build, manage, run, engage, measure, and govern automations across departments within an organization. We derive revenue primarily from the sale of: (1) software licenses for use of our proprietary software and related maintenance and support; (2) the right to access certain software products we host (i.e., software as a service, or "SaaS"); (3) hybrid solutions (which are comprised of three performance obligations, consisting of a term license, maintenance and support, and SaaS); and (4) professional services. We have legal presence in 31 countries, with our principal operations in the United States ("U.S."), 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. 2 Summary of Significant Accounting Policies Basis of Presentation The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and include the financial statements of UiPath, Inc. and its wholly owned subsidiaries in which we hold a controlling financial interest or of which we are the primary beneficiary. Intercompany transactions and accounts have been eliminated in consolidation. During the third quarter of fiscal 2022, maintenance and support revenue was renamed subscription services revenue, and services and other revenue was renamed professional services and other revenue. We believe that the new captions, which have been applied retrospectively, better reflect the composition of the revenue streams included in these line items on the consolidated statements of operations. Fiscal Year Our fiscal year ends on January 31. References to fiscal years 2022, 2021, and 2020 refer to the fiscal years ended January 31, 2022, 2021, and 2020, respectively. Stock Split On July 9, 2020, we effected a three -for-one stock split of our outstanding common stock and convertible preferred stock, without any change in the par value per share. All information related to common stock, convertible 79 Table of Contents UiPath, Inc. Notes to Consolidated Financial Statements preferred stock, equity awards, and net loss per share presented in our consolidated financial statements and the accompanying notes reflects the impact of this stock split. Use of Estimates The preparation of 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 balance sheet date 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, certain aspects of revenue recognition, estimated expected period of benefit for deferred contract acquisition costs, allowance for doubtful accounts, fair value of financial assets and liabilities including accounting for 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, uncertain tax positions, 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) income, net in the consolidated statements of operations. For fiscal years 2022, 2021 and 2020, we recognized transaction (losses) gains of $( 17.2 ) million, $ 22.4 million, and $( 6.5 ) million, respectively, excluding the impact of foreign currency forward contracts, which are discussed below. Derivative Financial Instruments From time to time, we use derivative financial instruments, such as foreign currency forward contracts, to manage foreign currency exposures. We account for our derivative 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 . Our foreign currency forward contract was terminated on January 28, 2022. As of January 31, 2022 and 2021, derivative financial instruments with a fair value totaling zero and $ 0.6 million were recorded in accrued expenses and other current liabilities in the consolidated balance sheets. We record changes in the fair value of these derivatives as a component of other (expense) income, net in the consolidated statements of operations. The notional amount of foreign currency forward contracts outstanding was zero and $ 138.6 million as of January 31, 2022 and 2021, respectively. Net gains (losses) associated with foreign currency forward contracts were $ 8.3 million and $( 4.0 ) million for the fiscal years ended January 31, 2022 and 2021, respectively. We did not have foreign currency forward contracts during fiscal year 2020. 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 January 31, 2022 and 2021, 96 % and 92 % of our cash, cash equivalents, and restricted cash were concentrated in the United States, European Union ("EU") countries, and Japan, respectively. 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 80 Table of Contents UiPath, Inc. Notes to Consolidated Financial Statements receivable. We manage credit risk related to our customers by performing periodic evaluations of creditworthiness 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 fiscal years 2022, 2021, and 2020, no single customer accounted for 10% or more of our total revenue. As of January 31, 2022 and 2021, no single customer accounted for 10% or more of our accounts receivable. Fair Value of Financial Instruments We utilize valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. We determine fair value based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market. When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which are categorized in one of the following levels: Level 1 — Quoted prices in active markets for identical assets or liabilities that we can access at the measurement date. Level 2 — Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, such as: • quoted prices for similar assets or liabilities in active markets; • quoted prices for identical or similar assets or liabilities in markets that are not active; or • inputs other than quoted prices that are observable or can be corroborated by observable market data. Level 2 inputs must be observable for substantially the full term of the asset or liability. Level 3 — Unobservable inputs for the asset or liability that are supported by little or no market activity and that are significant to the fair value. Financial instruments consist of cash equivalents, marketable securities, accounts receivable, derivative financial instruments, and accounts payable. Marketable securities and derivative instruments are recorded at fair value. Cash equivalents, accounts receivable and accounts payable are recorded at their carrying value, which approximates fair value due to the short time to the expected receipt or payment date. Cash and Cash Equivalents We consider all highly liquid investments purchased with original maturity dates of three months or less to be cash equivalents. Restricted Cash Restricted cash represents cash on deposit for forward agreements and cash collateral for credit cards. Marketable Securities Our marketable securities consist of corporate bonds, municipal bonds, and commercial paper with original maturity dates of more than three months from the date of purchase. We determine the appropriate classification of our marketable securities at the time of purchase and reevaluate such designation at each balance sheet date. We have classified and accounted for our marketable securities as available-for-sale securities as we may sell these securities at any time for use in our current operations or for other purposes, even prior to maturity. We classify our marketable securities as current or non-current assets in the consolidated balance sheets based on their stated maturity dates. 81 Table of Contents UiPath, Inc. Notes to Consolidated Financial Statements The fair value of available-for-sale marketable securities is remeasured each reporting period. Any premiums and discounts are amortized or accreted over the life of the related available-for-sale security as an adjustment to yield. Interest income is recognized when earned. Unrealized gains and losses on marketable securities are reported as a separate component of accumulated other comprehensive income (loss) on the consolidated balance sheets until realized. Realized gains and losses are determined based on the specific identification method and are reported in other (expense) income, net in the consolidated statements of operations. We periodically evaluate our marketable securities to assess whether those in unrealized loss positions are other-than-temporarily impaired. Our assessment considers various factors, including 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. If we determine that the decline in an investment’s fair value is other-than-temporary, the difference is recognized as an impairment loss in the consolidated statements of operations. As of January 31, 2022, we have not recorded any other-than-temporary impairment charges related to our available-for-sale marketable securities. Accounts Receivable, Net Accounts receivable consist of amounts billed and currently due from customers, which are subject to collection risk. Our accounts receivable are reduced by an allowance for doubtful accounts. This allowance contemplates estimated losses resulting from the inability of our customers to make required payments. It is an estimate and is regularly evaluated for adequacy by taking into consideration a combination of factors such as past collection experience, credit quality of the customer, age of the receivable balance, and current economic conditions. We write off accounts receivable when they are determined to be uncollectible. We have not experienced significant credit losses from accounts receivable. The allowance for doubtful accounts was $ 2.6 million and $ 2.9 million as of January 31, 2022 and 2021, respectively. Bad debt expense was $ 0.7 million, $ 2.2 million, and $ 0.9 million for fiscal years 2022, 2021, and 2020, respectively. Property and Equipment, Net Property and equipment are recorded at historical cost, less accumulated depreciation and amortization. Property and equipment are depreciated on a straight-line basis over the estimated useful lives of the assets. Useful lives by asset category are as follows: Asset Category Estimated Useful Life Computer and equipment 1 to 2 years Furniture and fixtures 2 to 9 years Leasehold improvements Shorter of remaining lease term or estimated useful life ( 1 to 7 years) Internal-Use Software Pursuant to ASC 350-40, Internal Use Software , we capitalize costs incurred to implement cloud computing arrangements that are service contracts and costs incurred to develop internal-use software, which has historically included our SaaS products. ASC 350-40 prescribes capitalization of costs incurred during the application development stage, costs incurred to develop or obtain software that allows for access to or conversion of old data by new systems, and costs incurred in connection with upgrades and enhancements to internal-use software if it is probable that such expenditures will result in additional functionality. These capitalized costs exclude training costs, project management costs, and data migration costs. We evaluate our long-lived assets, including these capitalized costs, for indicators of possible impairment when events or changes in circumstances indicate the carrying amount of an asset or asset group may not be recoverable. Costs incurred to develop our SaaS products 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 subscription services revenue on the consolidated statements of operations. Capitalized costs include salaries, benefits, and stock-based compensation charges for employees that are directly involved in developing our SaaS products. These capitalized costs are included in other assets, non-current on the consolidated balance sheets. Gross capitalized internal-use software development costs were $ 10.1 million and $ 4.4 million as of January 31, 2022 and 2021, respectively. Amortization 82 Table of Contents UiPath, Inc. Notes to Consolidated Financial Statements expenses were $ 1.2 million, $ 0.5 million, and zero for fiscal years 2022, 2021, and 2020, respectively. Accumulated amortization was $ 1.7 million and $ 0.5 million as of January 31, 2022 and 2021, respectively. Beginning in the fourth quarter of fiscal 2022, we began to broadly market on-premises versions of certain of our SaaS products, thereby establishing a pattern of deciding to market internal-use software and a rebuttable presumption that we intend to market any SaaS products we develop. As a result, our ongoing and future SaaS projects must be accounted for under ASC 985-20, Costs of Software to be Sold, Leased or Marketed, which is discussed below under "Software Development Costs." Capitalized costs related to the implementation of cloud computing arrangements that are service contracts 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 consolidated statements of operations as the associated hosting arrangement fees. These gross capitalized costs were $ 2.3 million and $ 2.6 million as of January 31, 2022 and 2021, respectively, and are recorded in other assets, non-current on our consolidated balance sheets. Related amortization expense was $ 0.9 million, $ 0.4 million and $ 0.1 million for fiscal years 2022, 2021, and 2020, respectively. Accumulated amortization was $ 1.2 million and $ 0.5 million as of January 31, 2022 and 2021, 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 . Beginning in the fourth quarter of fiscal year 2022, we also account for costs incurred to develop our SaaS products in accordance with ASC 985-20. This guidance requires that all costs to establish technological feasibility 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 consolidated balance sheets. These costs are amortized over the estimated useful life of the software, which is five years , on a straight-line basis, and are included in cost of licenses revenue or cost of subscription services revenue in the consolidated statements of operations based on the nature of the the underlying product. Management evaluates the 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. Gross capitalized software development costs were $ 4.3 million and $ 2.9 million as of January 31, 2022 and 2021, respectively, and amortization expense was $ 0.7 million, $ 0.5 million, and $ 0.2 million for fiscal years 2022, 2021 and 2020, respectively. Accumulated amortization was $ 1.2 million and $ 0.7 million as of January 31, 2022 and 2021, respectively. Leases We determine if an arrangement contains a lease at inception based on whether there is an identified asset and whether we control the use of the identified asset throughout the period of use. We classify leases as either financing or operating leases. We do not have any financing leases. Operating lease liabilities represent our obligation to make payments arising from a lease. Operating lease liabilities are recognized at the lease commencement date based on the present value of future lease payments over the lease term. The present value of lease payments is discounted based on our incremental borrowing rate unless the rate implicit in the lease is readily determinable, which generally is not the case. We estimate our incremental borrowing rate based on information available at the lease commencement date for collateralized borrowings with a similar term, amount, borrower creditworthiness, and economic environment. Operating lease ROU assets represent our right to use an underlying asset for the lease term. Our operating lease ROU assets are measured based on the corresponding operating lease liability adjusted for (1) payments made to the lessor at or before the commencement date, (2) initial direct costs incurred, and (3) tenant incentives under the lease. Options to renew or terminate the lease are recognized as part of our operating lease ROU assets and operating lease liabilities when it is reasonably certain the options will be exercised. 83 Table of Contents UiPath, Inc. Notes to Consolidated Financial Statements We do not allocate consideration between lease and non-lease components, such as maintenance costs, as we have elected to not separate lease and non-lease components for any leases within our existing classes of assets. Operating lease expense for fixed lease payments is recognized on a straight-line basis over the lease term. Variable lease payments for real estate taxes, insurance, maintenance, and utilities, which are generally based on our pro-rata share of the total property, are expensed as incurred and are not included in the measurement of the operating lease ROU assets or operating lease liabilities. In addition, we do not recognize ROU assets and lease liabilities for short-term leases, which have a lease term of 12 months or less and do not include an option to purchase the underlying asset that we are reasonably certain to exercise. Lease cost for short-term leases is recognized on a straight-line basis over the lease term. Business Acquisitions Assets acquired and liabilities assumed in a business combination are recorded at their respective fair values at the date of the acquisition. Determination of the fair value of assets acquired and liabilities assumed relies on management judgments and often involves the use of estimates and assumptions, including but not limited to assumptions about future cash inflows and outflows, discount rates, and lives of intangible and other assets. Any excess of the purchase price over the fair value of the net assets acquired is recognized as goodwill. During the one-year measurement period following an acquisition, we may record adjustments to the fair value of the assets acquired and liabilities assumed, with the corresponding offset to goodwill. Upon the conclusion of the measurement period, subsequent adjustments, if any, are recorded in our consolidated statements of operations. Acquisition costs, such as legal and consulting fees, are expensed as incurred. Goodwill and Intangible Assets Goodwill represents the excess of the purchase price in a business acquisition over the fair value of the net assets acquired and is not amortized. We test goodwill for impairment at the reporting unit level at least annually in November and may test more frequently when events or changes in circumstances indicate that the carrying value may not be recoverable. At the time of testing, if we determine that it is more likely than not that the estimated fair value of our single reporting unit is less than its carrying value, a quantitative assessment is performed by comparing the fair value of the reporting unit with its carrying value. In order to make this determination, we may make an initial assessment of qualitative factors, or may proceed directly to the quantitative impairment test. There were no impairment charges to goodwill during fiscal years 2022, 2021, and 2020. Acquired intangible assets consist primarily of developed technology and customer relationships resulting from our business acquisitions. Intangible assets are recorded at fair value on the date of acquisition and are amortized over their estimated useful lives. Impairment of Long-Lived Assets We evaluate our long-lived assets for indicators of possible impairment when events or changes in circumstances suggest that the carrying amount of an asset or asset group may not be recoverable. We assess recoverability by comparing the carrying amount of such asset or asset group to the net undiscounted future cash flows we expect the asset or asset group to generate. If the carrying amount of an asset or asset group exceeds the related undiscounted cash flows, it is considered to be impaired and an impairment charge is recognized for the amount by which the carrying value of the asset or asset group exceeds its fair value. There were no events or changes in circumstances during fiscal years 2022 and 2021 which indicated possible impairment of our long-lived assets. During fiscal year 2020, we concluded that the carrying values of long-lived assets related to our Houston office, including operating lease ROU assets, leasehold improvements, and furniture and fixtures, exceeded their estimated fair values as the result of a restructuring plan. See Note 11 , Commitments and Contingencies —Workforce Restructuring, for further details on our workforce restructuring. 84 Table of Contents UiPath, Inc. Notes to Consolidated Financial Statements Deferred Offering Costs Deferred offering costs consist primarily of accounting, legal, and other fees related to our IPO. As of January 31, 2021, $ 1.5 million of deferred offering costs were capitalized within other assets, non-current in the consolidated balance sheets. Upon consummation of the IPO, $ 4.5 million of deferred offering costs were reclassified into stockholders’ equity as an offset to IPO proceeds. Deferred offering costs were paid in full as of the end of the second fiscal quarter of 2022. Revenue Recognition 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 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 the term license portion of hybrid offerings), which provide customers the right to use software for a specified period of time (i.e. on a subscription basis), 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 or annually at contract anniversary. Subscription Services We generate subscription services revenue through the provision of maintenance and support services, which include technical support and 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 services represent stand-ready obligations for which revenue is recognized ratably over the term of the arrangements. For maintenance and support, we generally invoice when the associated license(s) are provided and upon renewals. Subscription services revenue also includes revenue from our SaaS products, including those sold as a component of our hybrid offerings, for which customers do not have the contractual right to take possession of the underlying software without significant penalty, or for which it is not feasible for the customer to run the software on their own hardware or contract with a third party to host the software. SaaS products are stand-ready obligations to provide access to our products, and the related revenue is recognized on a ratable basis over the contractual period of the arrangement, as control of the services is transferred to the customer. We generally invoice for our SaaS products when the customer is provided access and may begin using the SaaS products or annually at contract anniversary. 85 Table of Contents UiPath, Inc. Notes to Consolidated Financial Statements Professional Services and Other Professional services and other revenue consists of fees associated with professional services for process automation, customer education and training services. Our professional services contracts are structured on a time and materials or fixed price basis, and the related revenue is recognized as the services are rendered. For professional services, we invoice as the services are provided 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 of our contracts with customers contain multiple performance obligations. The transaction price is allocated to the separate performance obligations on a relative standalone selling price ("SSP") basis. When possible, we determine SSP by reference to observable prices of our products and services in standalone sales. When we do not have such observable prices, we maximize the use of observable inputs when estimating the SSP; such observable inputs include historical contract pricing, list prices, and industry pricing data available to the public. Our SSP reflects the amount we would charge for each performance obligation if it were sold separately in a standalone sale to similar customers in similar circumstances in similar geographies. Modifications We may modify contracts to offer customers additional products or services. The additional products and services will generally be considered distinct from those products or services transferred to the customer before the modification. We evaluate whether the price for the additional products and services reflects the SSP in order to determine the appropriate modification model to apply. If the price reflects SSP, the purchase of additional products and services is accounted for as a separate contract. If the price does not reflect SSP, we account for the modification as the termination of the existing contract and the creation of a new contract. 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 apply the practical expedient in ASC 606 and do 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 related to goods or services that have been transferred to customers but whose payment is contingent upon a future event. 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 consolidated balance sheets. We determine whether costs should be deferred based on the terms of our sales compensation plans and whether the sales commissions are incremental to a customer contract (i.e. would not have occurred absent the customer contract). 86 Table of Contents UiPath, Inc. Notes to Consolidated Financial Statements We apply the practical expedient in ASC 340-40, Other Assets and Deferred Costs to expense costs as incurred for costs to obtain a contract with a customer when the amortization period would have been one year or less. We allocate the cost of commissions in proportion to the allocation of transaction price of license and maintenance performance obligations, including assumed renewals. Commissions allocated to the license and license renewal components are expensed at the time the license revenue is recognized. Commissions allocated to maintenance are capitalized and amortized on a straight-line basis over a period of five years for initial contracts, reflecting our estimate of the expected period that we will benefit from those commissions. Commissions paid on renewal contracts that are allocated to maintenance are capitalized and amortized over the renewal term. 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 for fiscal years 2022, 2021, and 2020, respectively. At the end of fiscal year 2021, we approved a new sales incentive plan for fiscal year 2022, under which sales commissions for renewal of a subscription contract are not commensurate with the commissions paid on the initial contract. Under the new sales 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 . We determined the period of benefit by taking into consideration the length of our customer contracts, retention rate, the technology lifecycle, and other factors. This change was accounted for as a change in accounting estimate, the impact of which was $ 9.2 million, resulting from the reversal of accrued sales commission of $ 14.6 million partially offset by the reversal of deferred contract acquisition cost of $ 5.4 million. During fiscal years 2021 and 2020, sales commissions for renewal of a subscription contract 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 amortized over the contract term, while sales commissions paid related to renewal contracts were amortized over the renewal term. Cost of Revenue Licenses Cost of licenses revenue consists of all direct costs to deliver our licenses to customers, amortization of software development costs related to our licenses, direct costs related to third-party software resales, and amortization of acquired developed technology. Subscription Services Cost of subscription services 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 subscription services revenue also includes third-party consulting services, hosting costs related to our SaaS products, amortization of acquired developed technology and capitalized development costs related to SaaS products, and allocated overhead. Overhead is allocated to cost of subscription services revenue based on applicable headcount. We recognize these expenses as they are incurred. Professional Services and Other Cost of professional 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 professional services and other revenue also includes third-party consulting services and allocated overhead. Overhead is allocated to cost of professional services and other revenue based on applicable headcount. We recognize these expenses as they are incurred. 87 Table of Contents UiPath, Inc. Notes to Consolidated Financial Statements Sales and Marketing Sales and marketing expenses consist primarily of personnel-related expenses associated with our sales and marketing employees and related sales support teams, including salaries and bonuses, stock-based compensation expense, and employee benefit costs, sales and partner commissions, marketing events, advertising costs, travel, trade shows, other marketing materials, and allocated overhead. Advertising costs are expensed as incurred and are included in sales and marketing expenses. Such costs were $ 43.3 million, $ 21.3 million, and $ 36.4 million for fiscal years 2022, 2021, and 2020, respectively. Research and Development Research and development expenses consist primarily of personnel-related expenses, including salaries and bonuses, stock-based compensation expense, and employee benefits costs, for our research and development employees. Research and development expenditures are expensed as incurred. General and Administrative General and administrative expenses consist primarily of personnel-related expenses, including salaries and bonuses, stock-based compensation expense, and employee benefits costs, associated with our finance, legal, human resources, compliance, and other administrative employees, as well as accounting and legal professional services fees, other corporate-related expenses, and allocated overhead. 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 determined using the Black-Scholes pricing model. The fair value of each restricted stock unit (“RSU”) and restricted stock award (“RSA”) is determined based on the fair value of our Class A common stock on the grant date. The fair value of employee stock purchase plan awards is determined using the Black-Scholes pricing model. Stock-based compensation expense is included in cost of revenue and operating expenses within our 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. The fair value of employee stock purchase plan awards is recognized over the relevant offering period on a straight-line basis. We account for forfeitures as they occur. Income Taxes Pursuant to ASC 740, Income Taxes , we account for our income taxes using the asset and liability method, whereby deferred tax assets and liabilities are recognized based on temporary differences between the bases used for financial reporting and income tax reporting purposes. Deferred income taxes are provided based on the enacted tax rates and laws that will be in effect at the time such temporary differences are expected to reverse. A valuation allowance is provided for deferred tax assets if it is more likely than not that we will not realize those tax assets through future operations. ASC 740 prescribes a two-step approach to recognizing and measuring uncertain tax positions: (1) evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any; and (2) measure the tax benefit as the largest amount which is more likely than not of being realized and effectively settled. We consider many factors when evaluating and estimating tax positions and tax benefits, which may require periodic adjustments, and which may not accurately reflect actual outcomes. 88 Table of Contents UiPath, Inc. Notes to Consolidated Financial Statements We recognize any interest and penalties related to uncertain tax positions as a component of provision for (benefit from) income taxes in the consolidated statements of operations. Net Loss Per Share Attributable to Common Stockholders We compute net loss per share using the two-class method. The two-class method requires income available to common stockholders for the period to be allocated between common stock and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed. We consider our convertible preferred stock and unvested awards under our equity incentive plans to be participating securities, as holders of such securities have non-forfeitable dividend rights in the event of our declaration of a dividend for shares of common stock. These participating securities do not contractually require the holders of such shares to participate in our losses. As such, net loss for the periods presented was not allocated to our participating securities. Basic and diluted net loss per share is calculated by dividing net loss attributable to common stockholders by the weighted average number of shares of common stock outstanding during the period. Net loss is allocated between Class A and Class B common stock based on the weighted-average shares outstanding for each class. In the case of net income, diluted net income per share would be calculated by giving effect to all potentially dilutive securities outstanding for the period using the treasury stock method or the if-converted method based on the nature of such securities. In the case of net loss, diluted net loss per share is the same as basic net loss per share because potentially dilutive common stock equivalents are anti-dilutive when in a net loss position. All potentially dilutive common stock equivalents, consisting of convertible preferred stock and unvested awards and unexercised options under our equity incentive plans, were anti-dilutive in fiscal years 2022, 2021, and 2020, as we were in a net loss position for these periods. Geographic Information We operate as one segment, as our chief executive officer (“CEO”), who is our chief operating decision maker, allocates resources and assesses performance based upon financial information at the consolidated level. The following table presents our long-lived assets other than financial instruments, net of accumulated depreciation and amortization, by geographic region (in thousands): As of January 31, 2022 2021 United States $ 155,780 $ 51,817 Romania 66,558 30,625 Netherlands 35,132 36,829 Rest of world 16,656 12,760 Total long-lived assets $ 274,126 $ 132,031 Refer to Note 3 , Revenue Recognition for disclosure of revenue by geographical region. Variable Interest Entity When we make an initial investment in or establish other variable interests in an entity, we determine whether that entity is considered a variable interest entity ("VIE"), and, if so, whether we are the primary beneficiary of that VIE. The primary beneficiary of a VIE is a party that meets both of the following criteria: (1) it has the power to direct the activities that most significantly impact the economic performance of the VIE; and (2) it has the obligation to absorb losses or the right to receive benefits that could be potentially significant to the VIE. Periodically, we assess whether any change in our interest in or relationship with the entity affects our determination as to whether the entity is a VIE, and, if so, whether we are the primary beneficiary. We consolidate any VIE of which we are the primary beneficiary. If we are not the primary beneficiary of a VIE, we account for the investment or other variable interests in that VIE in accordance with the applicable accounting guidance. 89 Table of Contents UiPath, Inc. Notes to Consolidated Financial Statements During the third quarter of fiscal 2022, we entered into an agreement whereby we have acquired a variable interest in a special purpose limited liability company (the "LLC") owned by our CEO, that owns a specific aircraft. This arrangement allows us to use the aircraft, when available, for business purposes in the course of our normal operations at rates that approximate the cost of operating the aircraft but that do not exceed current market rates. We determined at the inception of this agreement that the LLC is a VIE. Our variable interest is limited to sharing cost savings; we do not have any obligation to fund losses of the LLC, do not have a minimum commitment related to our use of the aircraft, have not guaranteed the LLC's debt, and do not have any other involvement with the LLC. We have determined that the governance structure of the LLC does not allow us to direct the activities that would significantly impact its economic performance, such as approving terms or pricing associated with the chartering of the aircraft or participating in decision-making related to financing. As such, we are not the primary beneficiary of the LLC and accordingly do not consolidate it in our consolidated financial statements. Recently Adopted Accounting Pronouncements 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). ASU No. 2020-06 simplifies accounting for convertible instruments by removing certain separation models required under current U.S. GAAP. ASU No. 2020-06 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 ASU No. 2020-06 on a retrospective basis on February 1, 2021, and the adoption did not have a material impact on our consolidated financial statements. Recently Issued Accounting Pronouncements In October 2021, the FASB issued ASU No. 2021-08, Business Combinations (Topic 805)—Accounting for Contract Assets and Contract Liabilities from Contracts with Customers , to amend the current accounting guidance in ASC 805 to require entities to apply ASC 606 to recognize and measure contract assets and contract liabilities acquired in a business combination. ASU No. 2021-08 is effective for us beginning February 1, 2024, with early adoption permitted. We plan to early adopt this guidance effective February 1, 2022 and do not expect the adoption to have a material impact on our consolidated financial statements. 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. ASU No. 2019-12 removes certain exceptions associated with (1) intraperiod tax allocations, (2) recognition of deferred tax liabilities for equity method investments of foreign subsidiaries, and (3) the calculation of income taxes in an interim period when in a loss position within the framework of ASC 740. ASU No. 2019-12 also clarifies and amends existing guidance to improve consistent application. ASU No. 2019-12 will be effective for us beginning February 1, 2022, and for interim periods in fiscal years beginning February 1, 2023. We do not expect the adoption to have a material impact on our 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 that 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. ASU No. 2016-13 will be effective for us beginning February 1, 2023. Early adoption is permitted. We are currently evaluating the impact of this pronouncement on our consolidated financial statements. 90 Table of Contents UiPath, Inc. Notes to Consolidated Financial Statements 3 Revenue Recognition Disaggregation of Revenue The following table summarizes revenue by geographical region (dollars in thousands): Year Ended January 31, 2022 2021 2020 Amount Percentage of Revenue Amount Percentage of Revenue Amount Percentage of Revenue Americas (1) $ 430,326 48 % $ 260,016 43 % $ 125,360 37 % Europe, Middle East, and Africa 261,857 29 % 187,072 31 % 113,887 34 % Asia-Pacific (1) 200,069 23 % 160,555 26 % 96,909 29 % Total revenue $ 892,252 100 % $ 607,643 100 % $ 336,156 100 % (1) Revenue from the United States and Japan, respectively, represented 43 % and 11 %, 39 % and 14 %, and 34 % and 17 % of our total revenue for fiscal years 2022, 2021, and 2020, respectively. Contract Balances Significant changes in our contract assets and deferred revenue balances during the periods presented were as follows (in thousands): Year Ended January 31, Contract Assets 2022 2021 Beginning balance $ 36,306 $ 12,977 Contract assets recognized during the year 77,714 33,734 Amounts transferred to accounts receivable from unbilled accounts receivable presented at the beginning of the year ( 34,221 ) ( 11,398 ) Translation adjustments ( 2,238 ) 993 Ending balance $ 77,561 $ 36,306 Contract assets, current $ 74,831 $ 34,221 Contract assets, non-current 2,730 2,085 Total contract assets $ 77,561 $ 36,306 Year Ended January 31, Deferred Revenue 2022 2021 Beginning balance $ 272,403 $ 165,568 Additions to deferred revenue during the year 952,177 670,797 Additions to deferred revenue from business acquisitions 3,640 — Revenue recognized that was included in deferred revenue at the beginning of the period ( 211,078 ) ( 124,627 ) Revenue recognized that was not included in deferred revenue at the beginning of the period ( 636,418 ) ( 446,710 ) Translation adjustments ( 14,704 ) 7,375 Ending balance $ 366,020 $ 272,403 Deferred revenue, current $ 297,355 $ 211,078 Deferred revenue, non-current 68,665 61,325 Total deferred revenue $ 366,020 $ 272,403 91 Table of Contents UiPath, Inc. Notes to Consolidated Financial Statements Remaining Performance Obligations Our remaining performance obligations are comprised of licenses, subscription services, and professional services and other revenue not yet delivered. As of January 31, 2022, the aggregate amount of the transaction price allocated to remaining performance obligations was $ 682.8 million , which consists of both billed consideration in the amount of $ 366.0 million and unbilled consideration in the amount of $ 316.8 million that we expect to recognize as revenue. We expect to recognize 62 % of our remaining performance obligations as revenue in fiscal year 2023, and the remainder thereafter. Deferred Contract Acquisition Costs The following table represents a rollforward of our deferred contract acquisition costs (in thousands): Year Ended January 31, 2022 2021 Beginning balance $ 43,206 $ 37,254 Additions to deferred contract acquisition costs 130,206 51,058 Amortization of deferred contract acquisition costs ( 39,257 ) ( 40,997 ) Reversal of deferred contract acquisition costs due to change in sales incentive plan — ( 5,426 ) Translation adjustments ( 4,005 ) 1,317 Ending balance $ 130,150 $ 43,206 Deferred contract acquisition costs, current $ 29,926 $ 10,653 Deferred contract acquisition costs, non-current 100,224 32,553 Total deferred contract acquisition costs $ 130,150 $ 43,206 4 Marketable Securities The following is a summary of our marketable securities (in thousands): As of January 31, 2022 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Commercial paper $ 15,343 $ — $ — $ 15,343 Corporate bonds 91,735 — ( 303 ) 91,432 Municipal bonds 9,197 — ( 32 ) 9,165 Total marketable securities $ 116,275 $ — $ ( 335 ) $ 115,940 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 January 31, 2022, $ 19.5 million of our marketable securities had remaining contractual maturities of one year or more, and the remainder had contractual maturities of less than one year. As of January 31, 2021 , the contractual maturities of our marketable securities were all less than one year. Based on the available evidence, we concluded that the gross unrealized losses on the marketable securities as of January 31, 2022 and 2021 are temporary in nature. 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 92 Table of Contents UiPath, Inc. Notes to Consolidated Financial Statements ability to retain the marketable securities for a period of time sufficient to allow for any anticipated recovery in fair value. 5 Fair Value Measurement The following tables present our financial assets and liabilities measured at fair value on a recurring basis as of January 31, 2022 and 2021 (in thousands): As of January 31, 2022 Level 1 Level 2 Level 3 Total Financial Assets: Money market $ 1,056,555 $ — $ — $ 1,056,555 Total cash equivalents 1,056,555 — — 1,056,555 Commercial paper — 15,343 — 15,343 Corporate bonds — 91,432 — 91,432 Municipal bonds — 9,165 — 9,165 Total marketable securities — 115,940 — 115,940 Total $ 1,056,555 $ 115,940 $ — $ 1,172,495 As of January 31, 2021 Level 1 Level 2 Level 3 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 $ — $ 571 $ — $ 571 Total $ — $ 571 $ — $ 571 Our cash equivalents 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 municipal bonds 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 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 as Level 3 as of January 31, 2022 and 2021. 6 Business Acquisitions Fiscal Year 2022 Acquisitions 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. 93 Table of Contents UiPath, Inc. Notes to Consolidated Financial Statements 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 30,467 Total $ 36,127 The following table summarizes the 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 27,686 Total assets acquired 41,787 Total liabilities assumed ( 5,660 ) Total $ 36,127 The following table sets forth the identifiable intangible assets acquired and their estimated useful lives as of the date of acquisition: Fair Value (in thousands) Estimated Useful Life (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 $ 27.7 million in goodwill due to the synergies expected and the skilled workforce acquired. None of this goodwill is deductible for tax purposes. We 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 consolidated statement of operations for fiscal year 2022, and the remainder was recognized in fiscal year 2021. Fiscal Year 2020 Acquisitions StepShot On May 22, 2019, we acquired StepShot OÜ, a leading provider of process documentation software, for $ 1.0 million in cash and $ 1.0 million in deferred consideration which was paid in May 2020. The acquisition allows us to accelerate customers’ automation journeys by enabling them to quickly and easily record, document, and share processes as well as automate key steps in robot creation. We recorded goodwill of $ 1.1 million, none of which is deductible for tax purposes, and the transaction costs incurred in connection with the acquisition were immaterial. ProcessGold On October 3, 2019, we acquired 100 % of the share capital of ProcessGold AG, a leading process mining vendor based in the Netherlands. The total consideration was $ 35.2 million and consisted of $ 18.0 million in cash paid at closing and $ 17.2 million paid within a year thereafter. Such amount was held back as security for potential claims under warranties and specific indemnities. In October 2020, the final payment, adjusted for currency 94 Table of Contents UiPath, Inc. Notes to Consolidated Financial Statements movements, of $ 18.7 million was made. Through this acquisition, we expect to offer customers a solution that brings together both process mining and RPA capabilities. The following table summarizes the allocation of the purchase price (in thousands): Amount Intangible assets $ 11,475 Goodwill 23,986 Other assets 2,286 Total assets acquired 37,747 Liabilities assumed ( 2,559 ) Total $ 35,188 The following table sets forth the identifiable intangible assets acquired and their estimated useful lives as of the date of acquisition: Fair Value (in thousands) Estimated Useful Life (in years) Developed technology $ 10,910 5.0 Customer relationships 499 5.0 Trade names and trademarks 66 3.0 Total $ 11,475 Goodwill generated was primarily attributable to the assembled workforce and expanded market opportunities gained in this transaction. None of this goodwill is deductible for tax purposes. Transaction costs associated with the acquisition were $ 0.6 million and are recorded in general and administrative expenses in the consolidated statement of operations for fiscal year 2020. 7 Intangible Assets and Goodwill Intangible Assets, Net Intangible assets, net consisted of the following as of January 31, 2022 (dollars in thousands): Intangible Assets, Gross Accumulated Amortization Intangible Assets, Net Weighted-Average Remaining Useful Life (Years) Developed technology $ 18,627 $ ( 6,584 ) $ 12,043 3.4 Trade names and trademarks 274 ( 185 ) 89 1.9 Customer relationships 5,010 ( 1,479 ) 3,531 2.2 Other intangibles 1,231 ( 77 ) 1,154 8.3 Total $ 25,142 $ ( 8,325 ) $ 16,817 Intangible assets, net consisted of the following as of January 31, 2021 (dollars 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 Trade names and trademarks 66 ( 24 ) 42 1.8 Customer relationships 527 ( 111 ) 416 3.8 Total $ 13,676 $ ( 3,485 ) $ 10,191 95 Table of Contents UiPath, Inc. Notes to Consolidated Financial Statements We record amortization expense associated with acquired developed technology in cost of licenses revenue and cost of subscription services revenue, trade names and trademarks in sales and marketing expense, customer relationships in sales and marketing expense, and other intangibles in general and administrative expense in the consolidated statements of operations. Amortization expense of intangible assets were $ 5.1 million, $ 2.6 million and $ 0.7 million for fiscal years 2022, 2021, and 2020, respectively. The expected future amortization expenses related to intangible assets as of January 31, 2022 were as follows (in thousands): Year Ended January 31, Amount 2023 $ 5,556 2024 5,525 2025 3,539 2026 1,449 2027 338 Thereafter 410 Total $ 16,817 Goodwill Changes in the carrying amount of goodwill were as follows during the periods presented (in thousands): Carrying Amount Balance as of January 31, 2020 $ 25,311 Effect of foreign currency translation 2,748 Balance as of January 31, 2021 28,059 Acquisition of Cloud Elements 27,686 Effect of foreign currency translation ( 2,181 ) Balance as of January 31, 2022 $ 53,564 8 Operating Leases Our operating leases consist of real estate and vehicles and have remaining lease terms of one year to 16 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. On September 24, 2021, we entered into an agreement of lease for office space on the 60th floor of One Vanderbilt Avenue, New York, New York, to serve as our new corporate headquarters. The initial term of the lease extends through March 31, 2038. Annual rent of approximately $ 4.0 million is payable on a monthly basis beginning in March 2023, and is subject to escalation every five years thereafter. 96 Table of Contents UiPath, Inc. Notes to Consolidated Financial Statements Lease costs are presented below (in thousands): Year Ended January 31, 2022 2021 2020 Operating lease cost $ 8,875 $ 7,266 $ 7,019 Short-term lease cost 4,387 8,853 12,706 Variable lease cost 582 735 1,163 Sublease income (1) ( 355 ) — — Total lease cost $ 13,489 $ 16,854 $ 20,888 (1) Included in other (expense) income, net in the consolidated statements of operations Supplemental balance sheet information related to leases is as follows (in thousands): As of January 31, 2022 2021 Assets: Operating lease right-of-use assets $ 48,953 $ 17,260 Liabilities: Accrued expenses and other current liabilities $ 1,552 $ 5,924 Operating lease liabilities, non-current 49,843 14,152 Total operating lease liabilities $ 51,395 $ 20,076 Supplemental cash flow information related to operating leases was as follows for the periods presented (in thousands): Year Ended January 31, 2022 2021 2020 Cash paid for amounts included in the measurement of operating lease liabilities $ 9,358 $ 7,741 $ 5,183 Operating lease ROU assets obtained in exchange for new operating lease liabilities $ 35,262 $ 126 $ 9,932 The following table represents the weighted-average remaining lease term and discount rate for the periods presented: Year Ended January 31, 2022 2021 Weighted-average remaining lease term (years) 13.7 3.8 Weighted-average discount rate 6.5 % 8.1 % 97 Table of Contents UiPath, Inc. Notes to Consolidated Financial Statements Future undiscounted lease payments for our operating lease liabilities as of January 31, 2022 were as follows (in thousands): Amount Year Ended January 31, 2023 $ 2,399 2024 9,816 2025 7,889 2026 5,672 2027 4,665 Thereafter 49,419 Total operating lease payments 79,860 Less: imputed interest ( 28,465 ) Total operating lease liabilities $ 51,395 As of January 31, 2022, we had non-cancellable commitments in the amount of $ 0.8 million related to operating leases of real estate facilities that have not yet commenced. 9 Consolidated Balance Sheet Components Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consisted of the following (in thousands): As of January 31, 2022 2021 Prepaid expenses $ 29,451 $ 21,302 Value-added taxes receivable 3,313 7,178 Other receivables 6,762 4,002 Supplier advances 15,890 17,270 Prepaid expenses and other current assets $ 55,416 $ 49,752 Property and Equipment, Net Property and equipment, net consisted of the following (in thousands): As of January 31, 2022 2021 Computers and equipment $ 22,478 $ 16,408 Leasehold improvements 9,338 10,711 Furniture and fixtures 4,875 5,590 Other 2,552 177 Property and equipment, gross 39,243 32,886 Less: accumulated depreciation and amortization ( 22,067 ) ( 18,064 ) Property and equipment, net $ 17,176 $ 14,822 Depreciation and amortization expense was $ 6.8 million, $ 8.4 million, and $ 7.6 million for fiscal years 2022, 2021, and 2020, respectively. 98 Table of Contents UiPath, Inc. Notes to Consolidated Financial Statements Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following (in thousands): As of January 31, 2022 2021 Accrued expenses $ 21,736 $ 11,955 Withholding tax from employee equity transactions 16,618 — Employee stock purchase plan withholdings 4,302 — Payroll taxes and other benefits payable 7,016 2,035 Income tax payable 18,210 4,022 Value-added taxes payable 9,327 8,945 Operating lease liabilities, current 1,552 5,924 Other 9,197 3,779 Accrued expenses and other current liabilities $ 87,958 $ 36,660 10 Credit 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. Borrowings under the Credit Facility bear interest at a base rate, as defined in the Credit Facility, plus a margin of 2.0 % or 3.0 % depending on the base rate. The Credit Facility is subject to customary fees for loan facilities of this type, including ongoing commitment fees at a rate of 0.25 % per annum on the daily amount available to be drawn. As of January 31, 2022 and 2021, there were no amounts outstanding and we were in compliance with all covenants under the Credit Facility. 11 Commitments and Contingencies Letters of Credit We had a total of $ 5.3 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 January 31, 2022 and 2021, respectively. These letters of credit renew annually and expire on various dates through fiscal year 2023. 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. 99 Table of Contents UiPath, Inc. Notes to Consolidated Financial Statements These indemnification provisions may survive termination of the underlying agreement and the 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 January 31, 2022 and 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. We make matching contributions of 50 % of participating employee contributions. Our total matching contributions to our 401(k) Plan during fiscal years 2022, 2021, and 2020 were $ 8.1 million, $ 5.1 million and $ 5.5 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. 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. Based on such historical experience, the probability of incurring such costs in the future is deemed remote. As such, no accruals for product warranty costs have been made. Fiscal Year 2020 Workforce Restructuring On October 24, 2019, we announced a restructuring plan focused on reducing our global workforce across all functional areas of our operations. We implemented this restructuring plan through the end of fiscal year 2020 and incurred one-time employee and non-employee termination benefits of $ 9.9 million relating to workforce reductions. Of these termination benefits, $ 9.3 million were paid in fiscal year 2020 and $ 0.6 million were paid in fiscal year 2021. The following table shows the restructuring charges incurred during fiscal year 2020 (in thousands): Year Ended January 31, 2020 Cost of subscription services revenue $ 514 Cost of professional services and other revenue 396 Sales and marketing 6,568 Research and development 511 General and administrative 1,953 Total $ 9,942 Additionally, we concluded as a result of the restructuring plan that the carrying amount of our Houston office, including operating lease ROU assets, leasehold improvements, and furniture and fixtures, exceeded its estimated fair value. We recorded an impairment loss of $ 1.0 million in general and administrative expenses in the consolidated statements of operations for fiscal year 2020. 100 Table of Contents UiPath, Inc. Notes to Consolidated Financial Statements Non-Cancelable Purchase Obligations In the normal course of business, we enter into non-cancelable purchase commitments with various parties for mainly hosting services and software products and services. In January 2022, we made commitments to purchase cloud infrastructure services from a third-party vendor in anticipation of requiring specialized infrastructure for a future solution offering. As of January 31, 2022, we had outstanding non-cancelable purchase obligations with a term of 12 months or longer as follows (in thousands): Year Ended January 31, Amount 2023 $ 12,807 2024 25,158 2025 14,234 2026 3,546 2027 1,100 Thereafter — Total $ 56,845 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 these 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 $ 0.8 million and $ 0.9 million within accrued expenses and other current liabilities on the consolidated balance sheets and have additional unrecorded commitments to these employees of $ 1.6 million and $ 3.4 million as of January 31, 2022 and 2021 , respectively. 101 Table of Contents UiPath, Inc. Notes to Consolidated Financial Statements 12 Convertible Preferred Stock and Stockholders' Equity (Deficit) Convertible Preferred Stock No convertible preferred stock was outstanding as of January 31, 2022. Convertible preferred stock consisted of the following as of January 31, 2021 (in thousands except per share amounts): Series of Convertible Preferred Stock Shares Authorized Shares Issued and Outstanding Original Issue Price per Share Carrying Value Net of Issuance Costs Aggregate Liquidation Preference A-1 96,825 96,825 $ 0.31 $ 29,523 $ 29,633 A-2 48,000 48,000 $ 0.03 1,600 1,600 B-1 43,734 43,734 $ 2.70 117,592 118,000 B-2 12,972 12,972 $ 2.70 34,880 35,000 C-1 19,626 19,626 $ 6.38 124,969 125,200 C-2 16,459 16,459 $ 6.38 104,816 105,000 D-1 34,504 34,504 $ 13.12 452,140 452,600 D-2 9,987 9,987 $ 13.12 130,869 131,000 E 15,866 12,150 $ 18.59 225,579 225,903 Total 297,973 294,257 $ 1,221,968 $ 1,223,936 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. The principle rights, privileges, and preferences of our convertible preferred stock were as follows: Voting The holder of each share of convertible preferred stock was entitled to the number of votes equal to the number of shares of convertible preferred stock held by such holder as of the record date for determining stockholders entitled to vote. As of January 31, 2021 , the holders of the shares of Series A-1 and A-2 convertible preferred stock were entitled to elect two directors, the holders of the shares of Series B-1 and B-2 convertible preferred stock were entitled to elect one director, the holders of the shares of common stock were entitled to elect two directors, and the holders of the shares of common stock and convertible preferred stock, voting together as a single class, were entitled to elect the remaining number of directors. Redemption and Liquidation Holders of our convertible preferred stock did not have any date-specific redemption rights. However, certain redemption provisions did apply following certain deemed liquidation events, which are considered contingent redemption provisions that are not solely within our control. Accordingly, the convertible preferred stock was presented outside of permanent equity in the mezzanine section of the consolidated balance sheets as of January 31, 2021. Conversion Each share of convertible preferred stock was convertible at the option of the holder without payment of additional consideration at any time into Class A common stock at a rate determined by dividing the original issue price applicable to a series of convertible preferred stock by the conversion price applicable to such series of convertible preferred stock (the “Conversion Rate”). The initial conversion price per share for each series of convertible preferred stock was equal to the original issue price for such series (i.e., 1 :1 conversion). 102 Table of Contents UiPath, Inc. Notes to Consolidated Financial Statements Each share of convertible preferred stock was to automatically convert into shares of Class A common stock at the then applicable Conversion Rate upon the earlier to occur of (a) our sale of Class A common stock in an IPO, the price of which is at least equal to the original issue price per share for the Series D convertible preferred stock, and that results in at least $ 75 million of proceeds in the aggregate (net of underwriting discounts and commissions) (a “Qualified Public Offering”), (b) the date specified by vote or written consent of the preferred majority, or (c) the business day immediately prior to the first trading day with respect to our initial listing of Class A common stock for trading on the Nasdaq Stock Market, the New York Stock Exchange or another exchange or marketplace approved by our board of directors. Pursuant to the above, immediately prior to the completion of our 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. Repurchase and Retirement of Common Stock During fiscal year 2020, in connection with the closing of the sale of the Series D convertible preferred stock, we repurchased from certain employees shares of our Class A and Class B common stock at the original Series D convertible preferred stock issuance price, for an aggregate of $ 128.8 million. This repurchase was financed by the aforementioned sale of Series D convertible preferred stock, and we recorded stock-based compensation expense for the excess of the selling price per share paid to our employees over the then-assessed fair market value of the common stock. The repurchased shares were immediately retired. Tender Offer Transactions During fiscal year 2020, certain investors made a tender offer to purchase shares of Class A common stock from certain of our employees. We recognized stock-based compensation expense of $ 48.3 million in connection with these transactions, related to the excess of the selling price per share paid to the applicable employees over the then-assessed fair market value of the purchased shares. Secondary Transactions During fiscal year 2021, certain of our employees sold shares of our Class A and Class B common stock to new and existing investors. We recognized $ 5.0 million in stock-based compensation expense as a result of these transactions related to the excess of the selling price per share paid to the applicable employees over the then- 103 Table of Contents UiPath, Inc. Notes to Consolidated Financial Statements assessed fair market value of the purchased shares. Shares of Class B common stock sold in such secondary transactions each converted into one share of our Class A common stock at closing. Dividends Holders of common stock are entitled to receive dividends whenever funds are legally available and when declared by the board of directors, subject to the priority rights of holders of preferred stock. No dividends have been declared by the board of directors from inception through January 31, 2022. Accumulated Other Comprehensive Income (Loss) Changes in the components of accumulated other comprehensive income (loss) were as follows during the periods presented (in thousands): Foreign Currency Translation Adjustments Unrealized Gain (Loss) on Marketable Securities Accumulated Other Comprehensive Income (Loss) Balance as of January 31, 2020 $ 6,226 $ — $ 6,226 Other comprehensive loss, net of tax ( 18,730 ) ( 17 ) ( 18,747 ) Balance as of January 31, 2021 $ ( 12,504 ) $ ( 17 ) $ ( 12,521 ) Other comprehensive income (loss), net of tax 23,738 ( 318 ) 23,420 Balance as of January 31, 2022 $ 11,234 $ ( 335 ) $ 10,899 13 Equity Incentive Plans and Stock-Based Compensation 2021 Stock Plan In April 2021, prior to and in connection with the IPO, we adopted our 2021 Stock Plan (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 10 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 “ESPP”). The 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 10 years, beginning on February 1, 2022 and continuing through February 1, 2031, by the lesser of (1) 1 % of the total number of shares of our common stock (both Class A and Class B) outstanding on the preceding January 31; and (2) 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 by (1) and (2) above. The plan allows participants to purchase shares at the lesser of (a) 85 % of the fair market value our Class A common stock as of the commencement of the offering period, and (b) 85 % of the fair market value of our Class A common stock on the corresponding purchase date. 104 Table of Contents UiPath, Inc. Notes to Consolidated Financial Statements 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 provided 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 the 2021 Plan. Accordingly, no shares are available for future issuances under the 2018 Plan following the adoption of the 2021 Plan. Outstanding Equity Awards Stock Options Stock options generally vest over four years and expire ten years from the date of grant. Vested stock options generally expire three months after termination of employment. Stock option activity during fiscal year 2022 was as follows: Options Outstanding Stock Options (in thousands) Weighted-Average Exercise Price Weighted-Average Remaining Contractual Life (Years) Aggregate Intrinsic Value (in thousands) Balance as of January 31, 2021 23,013 $ 1.58 7.9 $ 1,207,831 Granted 2,041 $ 0.10 Exercised ( 10,048 ) $ 1.16 Forfeited ( 455 ) $ 2.55 Expired ( 7 ) $ 2.40 Balance as of January 31, 2022 14,544 $ 1.64 7.6 $ 507,419 Vested and exercisable as of January 31, 2022 7,389 $ 1.54 6.9 $ 258,486 The weighted-average grant date fair value of stock options granted during fiscal years 2022, 2021, and 2020 was $ 45.78 , $ 17.45 and $ 3.76 per share, respectively. The intrinsic value of stock options exercised during fiscal years 2022, 2021, and 2020 was $ 557.5 million , $ 839.0 million, and $ 92.7 million, respectively. During fiscal years 2022, 2021, and 2020, our compensation committee approved modifications to allow acceleration of the service-based vesting condition of certain employee stock options upon termination. These modifications resulted in accelerated vesting of 0.2 million, 0.3 million and 0.1 million shares of Class A common stock subject to outstanding stock options, and incremental compensation expense of $ 2.9 million, $ 4.6 million, and $ 0.1 million was recognized during fiscal years 2022, 2021, and 2020, respectively. In July 2020, we repriced 4.6 million stock options which had been issued in fiscal years 2021 and 2020 after the Series D convertible preferred stock financing closing date. In conjunction with the modification of these stock options, we recognized incremental compensation expense of approximately $ 1.6 million. Expense related to vested shares of $ 0.9 million was expensed on the repricing date and the remaining amount of $ 0.7 million related to unvested shares was amortized over the remaining vesting period of such options. As of January 31, 2022, unrecognized compensation expense associated with unvested stock options granted and outstanding was $ 139.1 million , to be recognized over a weighted-average remaining period of 3.1 years . 105 Table of Contents UiPath, Inc. Notes to Consolidated Financial Statements Fair value of each stock option grant was estimated on the date of grant using the Black-Scholes pricing model with the following assumptions: 2022 2021 2020 Weighted-Average Range Range Range Expected term (years) 6.1 5.6 – 6.1 5.0 – 6.1 5.0 – 6.1 Expected volatility 57.2 % 55.4 % – 60.0 % 60.0 % – 61.1 % 40.0 % – 68.0 % Risk-free interest rate 1.4 % 0.9 % – 1.7 % 0.2 % – 0.7 % 1.3 % – 2.9 % Expected dividend yield 0.0 % 0.0 % 0.0 % 0.0 % 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 January 31, 2022, there were 0.8 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 consolidated balance sheets, depending on the future vesting dates of the associated options. Such accrued amounts totaled $ 2.8 million and $ 5.9 million as of January 31, 2022 and 2021, respectively. Proceeds are transferred to additional paid-in capital at the time of option vesting. Restricted Stock Units RSUs granted under the 2021 Plan generally vest over four years . RSUs are forfeited in case of termination of employment or service before the satisfaction of service-based vesting conditions. RSU activity during fiscal year 2022 was as follows: RSUs (in thousands) Weighted-Average Grant Date Fair Value Per Share Unvested as of January 31, 2021 34,753 $ 10.80 Granted 19,695 $ 45.09 Vested ( 25,283 ) $ 9.98 Forfeited ( 1,650 ) $ 24.82 Unvested as of January 31, 2022 27,515 $ 35.35 The vesting date fair value of RSUs that vested during fiscal years 2022, 2021, and 2020 was $ 1.4 billion , none , and none , respectively. Prior to the IPO, we granted RSUs under the 2018 Plan that vested on the satisfaction of both a service-based condition (generally four years ) and a performance-based condition. The performance-based vesting condition was deemed satisfied on April 23, 2021, the date that our IPO was completed. At that time, we recognized $ 233.0 million of cumulative stock-based compensation expense for the portion of these RSUs for which the service-based vesting condition had been fully or partially satisfied. During fiscal year 2022, our compensation committee approved modifications to allow accelerated vesting of approximately 0.2 million RSUs, resulting in the recognition of $ 10.9 million of incremental expense. In addition, during fiscal year 2022, our compensation committee approved adjustments to the vesting schedules of our unvested RSUs which standardize their future vesting schedules by shifting each vesting date to the first day of the calendar quarter in which that vesting date was originally scheduled to occur. These adjustments caused a slight reduction in service periods for the affected tranches and resulted in $ 2.2 million of expense acceleration during fiscal year 2022. 106 Table of Contents UiPath, Inc. Notes to Consolidated Financial Statements During fiscal year 2020, our compensation committee approved a modification to allow acceleration of all vesting conditions of certain RSUs. The modification resulted in accelerated vesting of 0.1 million RSUs, and incremental compensation expenses of $ 0.8 million was recognized during fiscal year 2020. As of January 31, 2022, unrecognized compensation expense associated with unvested RSUs was approximately $ 777.8 million , to be recognized over a weighted-average remaining period of 3.3 years . Restricted Stock Awards In September 2020, we issued 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 vests 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 January 31, 2022, total unrecognized compensation expense related to unvested RSAs was $ 2.6 million, to be recognized over the remaining vesting period of 2.6 years . Employee Stock Purchase Plan Awards The fair value of ESPP awards was estimated using the Black-Scholes option pricing model with the following weighted average assumptions: Year Ended January 31, 2022 Expected term (years) 0.6 Expected volatility 55.7 % Risk-free interest rate 0.05 % Expected dividend yield 0.0 % During the fiscal year ended January 31, 2022, 0.4 million shares were purchased under the ESPP at purchase price of $ 35.24 per share. As of January 31, 2022, unrecognized compensation expense related to the ESPP was approximately $ 4.0 million, to be recognized over a weighted-average remaining period of 0.4 years. Stock-based Compensation Expense Stock-based compensation expense is classified in the consolidated statements of operations as follows (in thousands): Year Ended January 31, 2022 2021 2020 Cost of subscription services revenue $ 12,232 $ 513 $ 834 Cost of professional services and other revenue 29,849 1,860 1,979 Sales and marketing 237,975 16,356 26,754 Research and development 135,713 11,435 45,235 General and administrative 99,814 56,003 63,060 Total $ 515,583 $ 86,167 $ 137,862 The expense presented in the above table is net of capitalized stock-based compensation relating to software development costs of $ 4.5 million, $ 0.3 million, and $ 0.4 million for fiscal years 2022, 2021, and 2020, respectively. See Note 12, Convertible Preferred Stock and Stockholders' Equity (Deficit) for further information regarding stock-based compensation expense recognized in connection with repurchase of common stock, tender offer, and secondary transactions. 107 Table of Contents UiPath, Inc. Notes to Consolidated Financial Statements 14 Income Taxes The U.S. and foreign components o f loss before income taxes for fiscal years 2022, 2021, and 2020 are as follows (in thousands): Year Ended January 31, 2022 2021 2020 United States $ ( 306,814 ) $ ( 105,589 ) $ ( 337,156 ) Foreign ( 204,069 ) 10,931 ( 179,983 ) Loss before income taxes $ ( 510,883 ) $ ( 94,658 ) $ ( 517,139 ) The components of the provision for (benefit from) income taxes for fiscal years 2022, 2021, and 2020 are as follows (in thousands): Year Ended January 31, 2022 2021 2020 Provision for (benefit from) income taxes Current expense Federal $ — $ — $ — State 80 47 — Foreign 20,455 5,275 4,118 Total current expense 20,535 5,322 4,118 Deferred expense (benefit) Federal — — — State — — — Foreign ( 5,832 ) ( 7,587 ) ( 1,324 ) Total deferred benefit $ ( 5,832 ) $ ( 7,587 ) $ ( 1,324 ) Total provision for (benefit from) income taxes $ 14,703 $ ( 2,265 ) $ 2,794 The following is a reconciliation of the statutory federal income tax rate to our effective tax rate for fiscal years 2022, 2021, and 2020: Year Ended January 31, 2022 2021 2020 Federal statutory income tax rate 21.0 % 21.0 % 21.0 % Foreign taxes ( 3.7 ) 0.2 ( 1.6 ) Non-deductible expenses ( 2.7 ) ( 1.1 ) ( 0.4 ) Stock-based compensation 27.1 ( 14.0 ) ( 4.3 ) Valuation allowance ( 48.2 ) ( 10.1 ) ( 15.0 ) Research and development credits 3.8 6.7 1.0 Other, net ( 0.2 ) ( 0.3 ) ( 1.3 ) Effective income tax rate ( 2.9 ) % 2.4 % ( 0.6 ) % 108 Table of Contents UiPath, Inc. Notes to Consolidated Financial Statements Significant components of deferred income tax assets and liabilities as of January 31, 2022 and 2021 are as follows (in thousands): As of January 31, 2022 2021 (1) Deferred tax assets: Net operating loss carryforwards $ 377,285 $ 126,840 Accruals and reserves 9,429 7,304 Stock-based compensation 37,751 6,010 Deferred revenue 4,722 9,337 Research and development 15,372 2,755 Foreign exchange 4,478 — Excessive borrowing 1,370 — Other 1,170 807 Total deferred tax assets, gross 451,577 153,053 Less: valuation allowance ( 422,262 ) ( 137,766 ) Total deferred tax assets, net of valuation allowance 29,315 15,287 Deferred tax liabilities: Intangible assets ( 579 ) ( 2,894 ) Depreciation and amortization ( 1,446 ) ( 897 ) Commissions ( 16,695 ) ( 6,054 ) Other ( 1 ) ( 74 ) Total deferred tax liabilities ( 18,721 ) ( 9,919 ) Net deferred tax asset $ 10,594 $ 5,368 Net deferred tax asset $ 10,628 $ 8,118 Net deferred tax liability (included in other liabilities, non-current) ( 34 ) ( 2,750 ) Net deferred tax asset $ 10,594 $ 5,368 (1) Prior period amounts have been reclassified to conform to current presentation We have evaluated the available positive and negative evidence supporting the realization of our U.S. federal and state gross deferred tax assets, including cumulative losses, and the amount and timing of future taxable income, and have determined it is more likely than not that these assets will not be realized. Accordingly, we recorded a full valuation allowance against U.S. federal and state deferred tax assets as of January 31, 2022 and 2021, respectively. We also recorded a full valuation allowance against Romanian and United Kingdom ("U.K.") deferred tax assets as of January 31, 2022 and against Romanian deferred tax assets as of January 31, 2021. The table below details the changes in deferred tax asset valuation allowances for fiscal years 2022 and 2021 (in thousands): Beginning Balance Valuation Allowance Recorded During the Period Valuation Allowance Released During the Period Ending Balance Year ended January 31, 2022 $ 137,766 $ 284,496 $ — $ 422,262 Year ended January 31, 2021 $ 120,208 $ 20,274 $ ( 2,716 ) $ 137,766 As of January 31, 2022, we had U.S. federal net operating losses (“NOLs”) of $ 1,015.4 million available to offset future taxable income, $ 1,006.1 million of which can be carried forward indefinitely, and $ 9.3 million of which begin expiring in 2035. As of January 31, 2021 we had U.S. federal NOLs of $ 288.3 million, $ 279.0 million of which could be carried forward indefinitely, and $ 9.3 million of which begin expiring in 2035. 109 Table of Contents UiPath, Inc. Notes to Consolidated Financial Statements As of January 31, 2022 and 2021, we had state NOLs of $ 648.5 million and $ 154.0 million, respectively, which begin expiring in 2024. As of January 31, 2022 and 2021, we had Romanian NOLs of $ 531.4 million and $ 317.0 million, respectively, which begin expiring in 2023. As of January 31, 2022 and 2021, we had Japanese NOLs of $ 13.5 million and $ 15.9 million, respectively, which begin expiring in 2027. Additionally, as of January 31, 2022 and 2021, we had NOLs in the U.K. of $ 139.2 million and $ 36.6 million, respectively, which may be carried forward indefinitely. Pursuant to Section 382 of the Internal Revenue Code, annual use of our U.S. NOLs may be limited in the event a cumulative change in ownership of more than 50% occurs within a three-year period. We determined that two such ownership changes have occurred. The first resulted in an annual limitation, independent of net unrealized built-in gains, of $ 0.1 million for our NOLs as of April 24, 2017 but did not result in permanent disallowance of any NOLs. The second resulted in an annual limitation, independent of net unrealized built-in gains, of $ 29.0 million for our NOLs as of July 9, 2020 but did not result in permanent disallowance of any NOLs. We do not provide for taxes on our undistributed earnings of foreign subsidiaries that have not been previously taxed because we intend to invest such undistributed earnings indefinitely outside of the U.S. As of January 31, 2022, we had gross unrecognized tax benefits totaling $ 2.5 million related to income taxes, which would impact the effective tax rate if recognized. Of this amount, the total liability pertaining to uncertain tax positions was $ 0.6 million, excluding interest and penalties, which are accounted for as a component of our income tax provision. As of January 31, 2021, we had no unrecognized tax benefits for uncertain tax positions and had no accrued interest or penalties related to uncertain tax positions. Our tax positions are subject to income tax audits in multiple tax jurisdictions globally, and we believe that we have provided adequate reserves for our income tax uncertainties in all open tax years. Our Indian subsidiary is currently under audit for 2019-2020 tax year. We file income tax returns in the U.S. federal jurisdiction, various state jurisdictions, and in various international jurisdictions. Tax years 2017 and forward generally remain open for examination for federal and state tax purposes. Tax years 2015 and forward generally remain open for examination for foreign tax purposes. To the extent utilized in future years’ tax returns, NOLs at January 31, 2022 and 2021 will remain subject to examination until the respective tax year is closed. 110 Table of Contents UiPath, Inc. Notes to Consolidated Financial Statements 15 Net 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): Year Ended January 31, 2022 2021 2020 Class A Class B Class A Class B Class A Class B Numerator: Net loss $ ( 423,296 ) $ ( 102,290 ) $ ( 29,243 ) $ ( 63,150 ) $ ( 120,959 ) $ ( 398,974 ) Denominator: Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted 366,146 88,479 53,253 115,002 35,450 116,932 Net loss per share attributable to common stockholders, basic and diluted $ ( 1.16 ) $ ( 1.16 ) $ ( 0.55 ) $ ( 0.55 ) $ ( 3.41 ) $ ( 3.41 ) Anti-dilutive common stock equivalents excluded from the computation of diluted net loss per share attributable to common stockholders were as follows (in thousands): Year Ended January 31, 2022 2021 2020 Class A Class B Class A Class B Class A Class B Convertible preferred stock 68,015 — 288,979 — 271,734 — Unvested RSUs 23,237 — 31,074 — 20,479 — Outstanding stock options 18,424 — 37,814 — 52,954 — Shares subject to repurchase from RSAs and early exercised stock options 1,539 — 1,428 — — — Shares issuable under 2021 ESPP 312 — — — — — Total 111,527 — 359,295 — 345,167 — 111 Table of Contents UiPath, Inc. Notes to Consolidated Financial Statements 16 Related Party Transactions For a description of certain related party transactions, see Note 12, Conver tible Preferred Stock and Stockholders ' Equity ( Deficit) —Repurchase and Retirement of Common Stock, —Tender Offer Transactions, and —Secondary Transactions. On February 6, 2019 and March 6, 2019, we entered into loan agreements with our Chief Financial Officer which provided him a total loan amount of $ 0.2 million to facilitate his exercise of stock options under the 2018 Stock Plan. These loan agreements are nonrecourse; we deemed these transactions as a modification of the original vested stock options, and the incremental charges recognized as a result of this modification were immaterial. Each of these loans was repaid on November 3, 2020. In August 2019, an immediate family member of our Chief Executive Officer, Co-Founder, and Chairman entered into an employment agreement with a third-party personnel supplier contracted by us to serve as a security specialist. Pursuant to this agreement, we paid $ 0.2 million and $ 0.2 million in compensation (through the third-party supplier and in the form of cash and RSUs) for fiscal year 2021 and 2020, respectively. In March 2021, we hired this individual and granted him 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. Additional compensation during fiscal year 2022 was not material. Beginning in the third quarter of fiscal 2022, we have made use of an aircraft owned by our Chief Executive Officer through a special purpose limited liability company in which we have a variable interest. The aircraft is operated by a third-party aircraft management company. The CEO, through the special purpose limited liability company, obtained financing for the aircraft and bears all associated operating, personnel, and maintenance costs. For the fiscal year ended January 31, 2022, we incurred expenses of $ 1.1 million related to our business use of the aircraft. 112 Table of Contents Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None.