UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________________________________________
FORM 10-Q
___________________________________________
(Mark One)
| ☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||
For the quarterly period ended April 30, 2023
OR
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||
For the transition period from ________ to ________
Commission File Number: 001-40348
___________________________________________
UiPath, Inc.
(Exact Name of Registrant as Specified in its Charter)
___________________________________________
| Delaware | 47-4333187 | ||||
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | ||||
One Vanderbilt Avenue, 60th Floor New York, New York | 10017 | ||||
| (Address of principal executive offices) | (Zip Code) | ||||
Registrant’s telephone number, including area code: (844) 432-0455 | |||||
___________________________________________
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
| Class A common stock, par value $0.00001 per share | PATH | New York Stock Exchange | ||||||||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☒ | Accelerated filer | ☐ | |||||||||||
| Non-accelerated filer | ☐ | Smaller reporting company | ☐ | |||||||||||
| Emerging growth company | ☐ | |||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As of May 30, 2023, the registrant had 478,709,485 shares of Class A common stock and 82,452,748 shares of Class B common stock, each with a par value of $0.00001 per share, outstanding.
Table of Contents
| Page | ||||||||
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), about UiPath, Inc. and its consolidated subsidiaries (“UiPath,” the “Company,” “we,” “us,” or “our”) and our industry that involve substantial risks and uncertainties. All statements other than statements of historical fact contained in this Quarterly Report on Form 10-Q, including statements regarding our future results of operations or financial condition, business strategy, and plans and objectives of management for future operations, are forward-looking statements. In some cases, forward-looking statements can be identified because they contain words such as “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “target,” “will,” or “would,” or the negative of these words or other similar terms or expressions. These forward-looking statements include, but are not limited to, statements concerning the following:
•our expectations regarding our annualized renewal run-rate ("ARR"), revenue, expenses, and other operating results;
•our ability to acquire new customers and successfully retain existing customers;
•our ability to increase the number of users who access our platform and the number of automations built on our platform;
•our ability to effectively manage our growth and achieve or maintain profitability;
•future investments in our business, our anticipated capital expenditures, and our estimates regarding our capital requirements;
•the costs and success of our marketing efforts and our ability to evolve and enhance our brand;
•our growth strategies;
•the estimated addressable market opportunity for our platform and for automation in general;
•our reliance on key personnel and our ability to attract, integrate, and retain highly-qualified personnel and execute management transitions;
•our ability to obtain, maintain, and enforce our intellectual property rights and any costs associated therewith;
•the effect of global events, such as the Russian military operation in Ukraine, on our business, industry, and the global economy;
•our ability to compete effectively with existing competitors and new market entrants; and
•the size and growth rates of the markets in which we compete.
These forward-looking statements should not be unduly relied upon or regarded as predictions of future events. The forward-looking statements contained in this Quarterly Report on Form 10-Q are based on our current expectations and projections about future events and trends that we believe may affect our business, financial condition, and operating results. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties, and other factors in the section titled "Risk Factors" and elsewhere in our Annual Report on Form 10-K for the fiscal year ended January 31, 2023 filed with the Securities and Exchange Commission ("SEC") on March 24, 2023 (the "2023 Form 10-K"). Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this Quarterly Report on Form 10-Q. The results, events, and circumstances reflected in the forward-looking statements may not be achieved or occur, and actual results, events, or circumstances could differ materially from those described in the forward-looking statements.
In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject, based on information available to us as of the date of this Quarterly Report on Form 10-Q. While we believe such information provides a reasonable basis for these statements, that information may be limited or incomplete. Our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all relevant information. Such statements are inherently uncertain, and investors are cautioned not to unduly rely on these statements.
The forward-looking statements made in this Quarterly Report on Form 10-Q relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements made in this Quarterly Report on Form 10-Q to reflect events or circumstances after the date of this Quarterly Report on Form 10-Q or to reflect new information or the occurrence of unanticipated events, except as required by law. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures, or investments.
PART I—FINANCIAL INFORMATION
Item 1. Financial Statements.
UiPath, Inc.
Condensed Consolidated Balance Sheets
Amounts in thousands except per share data
(unaudited)
| As of | |||||||||||
| April 30, 2023 | January 31, 2023 | ||||||||||
| ASSETS | |||||||||||
| Current assets | |||||||||||
| Cash and cash equivalents | $ | 1,311,576 | $ | 1,402,119 | |||||||
| Marketable securities | 469,071 | 354,774 | |||||||||
Accounts receivable, net of allowance for credit losses of $1,017 and $2,698, respectively | 233,307 | 374,217 | |||||||||
| Contract assets | 68,536 | 69,260 | |||||||||
| Deferred contract acquisition costs | 53,355 | 49,887 | |||||||||
| Prepaid expenses and other current assets | 121,429 | 94,150 | |||||||||
| Total current assets | 2,257,274 | 2,344,407 | |||||||||
| Marketable securities, non-current | 5,710 | 2,942 | |||||||||
| Contract assets, non-current | 6,930 | 6,523 | |||||||||
| Deferred contract acquisition costs, non-current | 136,571 | 137,616 | |||||||||
| Property and equipment, net | 26,911 | 29,045 | |||||||||
| Operating lease right-of-use assets | 52,275 | 52,052 | |||||||||
| Intangible assets, net | 21,167 | 23,010 | |||||||||
| Goodwill | 89,207 | 88,010 | |||||||||
| Deferred tax asset | 5,915 | 5,895 | |||||||||
| Other assets, non-current | 40,723 | 45,706 | |||||||||
| Total assets | $ | 2,642,683 | $ | 2,735,206 | |||||||
| LIABILITIES AND STOCKHOLDERS' EQUITY | |||||||||||
| Current liabilities | |||||||||||
| Accounts payable | $ | 5,734 | $ | 8,891 | |||||||
| Accrued expenses and other current liabilities | 63,138 | 76,645 | |||||||||
| Accrued compensation and employee benefits | 48,622 | 142,582 | |||||||||
| Deferred revenue | 385,895 | 398,334 | |||||||||
| Total current liabilities | 503,389 | 626,452 | |||||||||
| Deferred revenue, non-current | 113,222 | 121,697 | |||||||||
| Operating lease liabilities, non-current | 56,564 | 56,442 | |||||||||
| Other liabilities, non-current | 13,971 | 10,457 | |||||||||
| Total liabilities | 687,146 | 815,048 | |||||||||
| Commitments and contingencies (Note 11) | |||||||||||
| Stockholders' equity | |||||||||||
Preferred stock, $0.00001 par value per share, 20,000 shares authorized as of April 30, 2023 and January 31, 2023; 0 shares issued and outstanding as of April 30, 2023 and January 31, 2023 | — | — | |||||||||
Class A common stock, $0.00001 par value per share, 2,000,000 shares authorized as of April 30, 2023 and January 31, 2023; 478,122 and 474,160 shares issued and outstanding as of April 30, 2023 and January 31, 2023, respectively | 5 | 5 | |||||||||
Class B common stock, $0.00001 par value per share, 115,741 shares authorized as of April 30, 2023 and January 31, 2023; 82,453 shares issued and outstanding as of April 30, 2023 and January 31, 2023 | 1 | 1 | |||||||||
| Additional paid-in capital | 3,801,656 | 3,736,838 | |||||||||
| Accumulated other comprehensive income | 10,074 | 7,612 | |||||||||
| Accumulated deficit | (1,856,199) | (1,824,298) | |||||||||
| Total stockholders’ equity | 1,955,537 | 1,920,158 | |||||||||
| Total liabilities and stockholders’ equity | $ | 2,642,683 | $ | 2,735,206 | |||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
1
UiPath, Inc.
Condensed Consolidated Statements of Operations
Amounts in thousands except per share data
(unaudited)
| Three Months Ended April 30, | |||||||||||
| 2023 | 2022 | ||||||||||
| Revenue: | |||||||||||
| Licenses | $ | 134,039 | $ | 117,004 | |||||||
| Subscription services | 146,352 | 115,494 | |||||||||
| Professional services and other | 9,197 | 12,568 | |||||||||
| Total revenue | 289,588 | 245,066 | |||||||||
| Cost of revenue: | |||||||||||
| Licenses | 2,547 | 2,537 | |||||||||
| Subscription services | 23,078 | 21,045 | |||||||||
| Professional services and other | 18,042 | 21,434 | |||||||||
| Total cost of revenue | 43,667 | 45,016 | |||||||||
| Gross profit | 245,921 | 200,050 | |||||||||
| Operating expenses: | |||||||||||
| Sales and marketing | 160,406 | 189,782 | |||||||||
| Research and development | 75,342 | 68,690 | |||||||||
| General and administrative | 56,584 | 57,530 | |||||||||
| Total operating expenses | 292,332 | 316,002 | |||||||||
| Operating loss | (46,411) | (115,952) | |||||||||
| Interest income | 13,848 | 991 | |||||||||
| Other income (expense), net | 4,294 | (2,811) | |||||||||
| Loss before income taxes | (28,269) | (117,772) | |||||||||
| Provision for income taxes | 3,632 | 4,789 | |||||||||
| Net loss | $ | (31,901) | $ | (122,561) | |||||||
| Net loss per share attributable to common stockholders, basic and diluted | $ | (0.06) | $ | (0.23) | |||||||
| Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted | 557,878 | 541,902 | |||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
2
UiPath, Inc.
Condensed Consolidated Statements of Comprehensive Loss
Amounts in thousands
(unaudited)
| Three Months Ended April 30, | |||||||||||
| 2023 | 2022 | ||||||||||
| Net loss | $ | (31,901) | $ | (122,561) | |||||||
| Other comprehensive income (loss), net of tax: | |||||||||||
| Unrealized gain (loss) on available-for-sale marketable securities, net | 143 | (460) | |||||||||
| Foreign currency translation adjustments | 2,319 | 2 | |||||||||
| Other comprehensive income (loss), net | 2,462 | (458) | |||||||||
| Comprehensive loss | $ | (29,439) | $ | (123,019) | |||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
3
UiPath, Inc.
Condensed Consolidated Statements of Stockholders’ Equity
Amounts in thousands
(unaudited)
| Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Income | Accumulated Deficit | Total Stockholders’ Equity | |||||||||||||||||||||||||||||||||||||||||||
| Class A | Class B | ||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Amount | Amount | Amount | Amount | ||||||||||||||||||||||||||||||||||||||||
| Balance as of January 31, 2023 | 474,160 | $ | 5 | 82,453 | $ | 1 | $ | 3,736,838 | $ | 7,612 | $ | (1,824,298) | $ | 1,920,158 | |||||||||||||||||||||||||||||||||
| Issuance of common stock upon exercise of stock options | 898 | — | — | — | 1,175 | — | — | 1,175 | |||||||||||||||||||||||||||||||||||||||
| Issuance of common stock upon settlement of restricted stock units | 4,246 | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
| Tax withholdings on settlement of restricted stock units | (1,463) | — | — | — | (25,697) | — | — | (25,697) | |||||||||||||||||||||||||||||||||||||||
| Charitable donation of Class A common stock | 281 | — | — | — | 4,215 | — | — | 4,215 | |||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | 85,125 | — | — | 85,125 | |||||||||||||||||||||||||||||||||||||||
| Other comprehensive income, net | — | — | — | — | — | 2,462 | — | 2,462 | |||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | — | — | (31,901) | (31,901) | |||||||||||||||||||||||||||||||||||||||
| Balance as of April 30, 2023 | 478,122 | $ | 5 | 82,453 | $ | 1 | $ | 3,801,656 | $ | 10,074 | $ | (1,856,199) | $ | 1,955,537 | |||||||||||||||||||||||||||||||||
| Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit | Total Stockholders’ Equity | ||||||||||||||||||||||||||||||||||||||||||||||
| Class A | Class B | |||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Amount | Amount | Amount | Amount | |||||||||||||||||||||||||||||||||||||||||||
| Balance as of January 31, 2022 | 458,773 | $ | 4 | 82,453 | $ | 1 | $ | 3,406,959 | $ | 10,899 | $ | (1,495,946) | $ | 1,921,917 | ||||||||||||||||||||||||||||||||||||
| Issuance of common stock upon exercise of stock options | 1,283 | — | — | — | 2,683 | — | — | 2,683 | ||||||||||||||||||||||||||||||||||||||||||
| Vesting of early exercised stock options | — | — | — | — | 1,355 | — | — | 1,355 | ||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock upon settlement of restricted stock units | 3,499 | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Tax withholdings on settlement of restricted stock units | (1,125) | — | — | — | (24,827) | — | — | (24,827) | ||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | 102,085 | — | — | 102,085 | ||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss, net | — | — | — | — | — | (458) | — | (458) | ||||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | — | — | (122,561) | (122,561) | ||||||||||||||||||||||||||||||||||||||||||
| Balance as of April 30, 2022 | 462,430 | $ | 4 | 82,453 | $ | 1 | $ | 3,488,255 | $ | 10,441 | $ | (1,618,507) | $ | 1,880,194 | ||||||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
4
UiPath, Inc.
Condensed Consolidated Statements of Cash Flows
Amounts in thousands
(unaudited)
| Three Months Ended April 30, | |||||||||||
| 2023 | 2022 | ||||||||||
| Cash flows from operating activities | |||||||||||
| Net loss | $ | (31,901) | $ | (122,561) | |||||||
| Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | |||||||||||
| Depreciation and amortization | 5,616 | 4,039 | |||||||||
| Amortization of deferred contract acquisition costs | 14,072 | 10,822 | |||||||||
| Net amortization on marketable securities | (4,097) | 473 | |||||||||
| Stock-based compensation expense | 85,048 | 101,454 | |||||||||
| Charitable donation of Class A common stock | 4,215 | — | |||||||||
| Amortization of operating lease right-of-use assets | 3,071 | 2,759 | |||||||||
| Provision for deferred income taxes | (267) | 1,594 | |||||||||
| Other non-cash charges, net | 624 | 2,849 | |||||||||
| Changes in operating assets and liabilities: | |||||||||||
| Accounts receivable | 141,557 | 76,864 | |||||||||
| Contract assets | 660 | (18,523) | |||||||||
| Deferred contract acquisition costs | (15,499) | (20,761) | |||||||||
| Prepaid expenses and other assets | (5,860) | (5,231) | |||||||||
| Accounts payable | (2,130) | 7,554 | |||||||||
| Accrued expenses and other liabilities | (10,547) | (12,894) | |||||||||
| Accrued compensation and employee benefits | (93,390) | (65,083) | |||||||||
| Operating lease liabilities, net | (2,946) | (1,950) | |||||||||
| Deferred revenue | (20,885) | (14,289) | |||||||||
| Net cash provided by (used in) operating activities | 67,341 | (52,884) | |||||||||
| Cash flows from investing activities | |||||||||||
| Purchases of marketable securities | (215,391) | (21,918) | |||||||||
| Maturities of marketable securities | 78,955 | 14,813 | |||||||||
| Purchases of property and equipment | (1,870) | (9,692) | |||||||||
| Other investing, net | 2,754 | 1,100 | |||||||||
| Net cash used in investing activities | (135,552) | (15,697) | |||||||||
| Cash flows from financing activities | |||||||||||
| Proceeds from exercise of stock options | 1,187 | 2,823 | |||||||||
| Payments of tax withholdings on net settlement of equity awards | (25,902) | (17,329) | |||||||||
| Net payments of tax withholdings on sell-to-cover equity award transactions | (645) | (10,037) | |||||||||
| Proceeds from employee stock purchase plan contributions | 4,730 | 6,356 | |||||||||
| Net cash used in financing activities | (20,630) | (18,187) | |||||||||
| Effect of exchange rate changes | (1,702) | (2,738) | |||||||||
| Net decrease in cash and cash equivalents | (90,543) | (89,506) | |||||||||
| Cash and cash equivalents - beginning of period | 1,402,119 | 1,768,723 | |||||||||
| Cash and cash equivalents - end of period | $ | 1,311,576 | $ | 1,679,217 | |||||||
| Supplemental disclosure of cash flow information | |||||||||||
| Cash paid for interest | $ | 86 | $ | 277 | |||||||
| Cash paid for income taxes | 6,218 | 2,782 | |||||||||
| Supplemental disclosure of non-cash investing and financing activities | |||||||||||
| Reduction in accrued expenses and other liabilities for vesting of early exercised stock options | — | 1,355 | |||||||||
| Property and equipment purchases included in accounts payable | 65 | 779 | |||||||||
| Receivable from maturities of marketable securities included in prepaid expense and other current assets | 20,315 | — | |||||||||
| Tax withholdings on net settlement of restricted stock units, accrued but not yet paid | 1,996 | 7,599 | |||||||||
The accompanying notes are an integral part of these consolidated financial statements.
5
1. Organization and Description of Business
Description of Business
UiPath, Inc. (the “Company,” “we,” “us,” or “our”) was incorporated in Delaware in June 2015 and is headquartered in New York, New York. Our end-to-end automation platform, the UiPath Business Automation Platform, offers a robust set of capabilities that allows our customers to discover opportunities for automation, automate using a digital workforce that seamlessly collaborates with humans, and operate a mission critical automation program at scale.
2. Summary of Significant Accounting Policies
Our significant accounting policies are discussed in greater scope and detail in Note 2, Summary of Significant Accounting Policies, in the notes to consolidated financial statements included in the 2023 Form 10-K. There have been no significant changes to such policies during the three months ended April 30, 2023.
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and applicable regulations of the SEC regarding interim financial reporting. As permitted under those rules, certain footnotes or other financial information that are normally required by U.S. GAAP may be condensed or omitted. The accompanying unaudited condensed consolidated financial statements and related financial information should be read in conjunction with the audited consolidated financial statements and the accompanying notes thereto for the fiscal year ended January 31, 2023, which are included in the 2023 Form 10-K.
The unaudited condensed consolidated financial statements have been prepared on the same basis as our audited consolidated financial statements and, in the opinion of management, reflect all adjustments, consisting only of normal recurring adjustments, that are necessary for the fair presentation of our financial information. The unaudited condensed consolidated financial statements include the financial statements of UiPath, Inc. and its subsidiaries in which we hold a controlling financial interest. Intercompany transactions and accounts have been eliminated in consolidation.
The results of operations for the three months ended April 30, 2023 are not necessarily indicative of the results to be expected for the fiscal year ending January 31, 2024 or for any other future interim or annual period.
Fiscal Year
Our fiscal year ends on January 31. References to fiscal year 2024, for example, refer to the fiscal year ending January 31, 2024.
Use of Estimates
The preparation of 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 including changes in variable consideration, expected period of benefit for deferred contract acquisition costs, allowance for credit losses, fair value of financial assets and liabilities, 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 and operating lease liabilities, incremental borrowing rates for operating leases, amount of stock-based compensation expense, timing and amount of contingencies, costs related to our restructuring actions, uncertain tax positions, and valuation allowance for deferred income taxes. Actual results could differ from these estimates and assumptions.
6
UiPath, Inc.
Notes to Condensed Consolidated Financial Statements (Continued)
(unaudited)
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 average monthly exchange rates. Differences are included in stockholders’ equity as a component of accumulated other comprehensive income. 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 income (expense), net in the condensed consolidated statements of operations. For the three months ended April 30, 2023 and 2022, we recognized transaction losses of $0.8 million and $1.4 million, respectively.
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 our deposits, at times, exceed Federal Deposit Insurance Corporation (“FDIC”) limits. As of April 30, 2023 and January 31, 2023, 97% and 98%, respectively, of our cash and cash equivalents were concentrated in the United States, European Union (“EU”) countries, and Japan.
We extend differing levels of credit to customers based on creditworthiness, do not require collateral deposits, and when necessary maintain reserves for potential credit losses based upon the expected collectability of accounts receivable. We manage credit risk related to our customers by performing periodic evaluations of creditworthiness and applying other credit risk monitoring procedures.
Significant customers are those that represent 10% or more of our total revenue for the period or accounts receivable at the balance sheet date. For the three months ended April 30, 2023 and 2022, no single customer accounted for 10% or more of our total revenue. As of April 30, 2023 and January 31, 2023, no single customer accounted for 10% or more of our accounts receivable.
3. Revenue Recognition
Disaggregation of Revenue
The following tables summarize revenue by geographical region (dollars in thousands):
| Three Months Ended April 30, | |||||||||||||||||||||||
| 2023 | 2022 | ||||||||||||||||||||||
| Amount | Percentage of Revenue | Amount | Percentage of Revenue | ||||||||||||||||||||
Americas (1) | $ | 123,452 | 43 | % | $ | 114,151 | 47 | % | |||||||||||||||
| Europe, Middle East, and Africa | 96,931 | 33 | % | 69,603 | 28 | % | |||||||||||||||||
Asia-Pacific (2) | 69,205 | 24 | % | 61,312 | 25 | % | |||||||||||||||||
| Total revenue | $ | 289,588 | 100 | % | $ | 245,066 | 100 | % | |||||||||||||||
(1)Revenue from the United States represented 38% and 42% of total revenue for the three months ended April 30, 2023 and 2022, respectively.
(2)Revenue from Japan represented 13% and 14% of total revenue for the three months ended April 30, 2023 and 2022, respectively.
Deferred Revenue
During the three months ended April 30, 2023 and 2022, we recognized $150.6 million and $124.9 million of revenue that was included in the deferred revenue balance as of January 31, 2023 and 2022, respectively.
7
UiPath, Inc.
Notes to Condensed Consolidated Financial Statements (Continued)
(unaudited)
Remaining Performance Obligations
Our remaining performance obligations are comprised of licenses, subscription services, and professional services and other revenue not yet delivered. As of April 30, 2023, the aggregate amount of the transaction price allocated to remaining performance obligations was $903.9 million, which consists of $499.1 million of billed consideration and $404.8 million of unbilled consideration. We expect to recognize 62% of our remaining performance obligations as revenue over the next 12 months, and the remainder thereafter.
Deferred Contract Acquisition Costs
Our deferred contract acquisition costs are comprised of sales commissions that represent incremental costs to obtain customer contracts, and are determined based on sales compensation plans. Amortization of deferred contract acquisition costs was $14.1 million and $10.8 million for the three months ended April 30, 2023 and 2022, respectively, and is recorded in sales and marketing expense in the condensed consolidated statements of operations.
4. Marketable Securities
The following is a summary of our marketable securities (in thousands):
| As of April 30, 2023 | |||||||||||||||||||||||
| Amortized Cost | Gross Unrealized Gains | Gross Unrealized Losses | Estimated Fair Value | ||||||||||||||||||||
| Commercial paper | $ | 63,814 | $ | — | $ | — | $ | 63,814 | |||||||||||||||
| Treasury bills and U.S. government securities | 370,011 | — | (379) | 369,632 | |||||||||||||||||||
| Corporate bonds | 24,968 | — | (35) | 24,933 | |||||||||||||||||||
| Municipal bonds | 3,767 | — | (36) | 3,731 | |||||||||||||||||||
| Agency bonds | 12,697 | — | (26) | 12,671 | |||||||||||||||||||
| Total marketable securities | $ | 475,257 | $ | — | $ | (476) | $ | 474,781 | |||||||||||||||
| As of January 31, 2023 | |||||||||||||||||||||||
| Amortized Cost | Gross Unrealized Gains | Gross Unrealized Losses | Estimated Fair Value | ||||||||||||||||||||
| Commercial paper | $ | 62,470 | $ | — | $ | — | $ | 62,470 | |||||||||||||||
Treasury bills and U.S. government securities (1) | 234,848 | — | (308) | 234,540 | |||||||||||||||||||
| Corporate bonds | 46,684 | — | (198) | 46,486 | |||||||||||||||||||
| Municipal bonds | 6,374 | — | (66) | 6,308 | |||||||||||||||||||
| Agency bonds | 7,959 | — | (47) | 7,912 | |||||||||||||||||||
| Total marketable securities | $ | 358,335 | $ | — | $ | (619) | $ | 357,716 | |||||||||||||||
(1) Treasury bills with both amortized cost and estimated fair value of $10.0 million are included in cash and cash equivalents due to their original maturity of three months or less. | |||||||||||||||||||||||
As of April 30, 2023 and January 31, 2023, respectively $5.7 million and $2.9 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 April 30, 2023 and January 31, 2023, $2.8 million and $3.5 million of interest receivable was included in prepaid expenses and other current assets on the condensed consolidated balance sheets. We did not recognize an allowance for credit losses against interest receivable as of April 30, 2023 and January 31, 2023.
Unrealized losses during the periods presented are a result of changes in market conditions. We do not believe that any unrealized losses are attributable to credit-related factors based on our evaluation of available evidence. To determine whether a decline in value is related to credit loss, we evaluate, among other factors, the
8
UiPath, Inc.
Notes to Condensed Consolidated Financial Statements (Continued)
(unaudited)
extent to which the fair value is less than the amortized cost basis and any adverse conditions specifically related to an issuer of a security or its industry.
5. Fair Value Measurement
The following tables present the fair value hierarchy of our financial assets measured at fair value on a recurring basis as of April 30, 2023 and January 31, 2023 (in thousands):
| As of April 30, 2023 | |||||||||||||||||
| Level 1 | Level 2 | Total | |||||||||||||||
| Financial assets: | |||||||||||||||||
| Money market | $ | 612,577 | $ | — | $ | 612,577 | |||||||||||
| Corporate bonds | — | 24,137 | 24,137 | ||||||||||||||
| Commercial paper | — | 55,690 | 55,690 | ||||||||||||||
| Agency bonds | 5,667 | — | 5,667 | ||||||||||||||
| Total cash equivalents | 618,244 | 79,827 | 698,071 | ||||||||||||||
| Commercial paper | — | 63,814 | 63,814 | ||||||||||||||
| Treasury bills and U.S. government securities | 369,632 | — | 369,632 | ||||||||||||||
| Corporate bonds | — | 24,933 | 24,933 | ||||||||||||||
| Municipal bonds | — | 3,731 | 3,731 | ||||||||||||||
| Agency bonds | 12,671 | — | 12,671 | ||||||||||||||
| Total marketable securities | 382,303 | 92,478 | 474,781 | ||||||||||||||
| Total | $ | 1,000,547 | $ | 172,305 | $ | 1,172,852 | |||||||||||
| As of January 31, 2023 | |||||||||||||||||
| Level 1 | Level 2 | Total | |||||||||||||||
| Financial assets: | |||||||||||||||||
| Money market | $ | 319,801 | $ | — | $ | 319,801 | |||||||||||
| Treasury bills | 9,968 | — | 9,968 | ||||||||||||||
| Total cash equivalents | 329,769 | — | 329,769 | ||||||||||||||
| Commercial paper | — | 62,470 | 62,470 | ||||||||||||||
| Treasury bills and U.S. government securities | 234,540 | — | 234,540 | ||||||||||||||
| Corporate bonds | — | 46,486 | 46,486 | ||||||||||||||
| Municipal bonds | — | 6,308 | 6,308 | ||||||||||||||
| Agency bonds | 7,912 | — | 7,912 | ||||||||||||||
| Total marketable securities | 242,452 | 115,264 | 357,716 | ||||||||||||||
| Total | $ | 572,221 | $ | 115,264 | $ | 687,485 | |||||||||||
Our money market funds, treasury bills and U.S. government securities, and agency bonds 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 as 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. None of our financial instruments were classified in the Level 3 category as of April 30, 2023 or January 31, 2023.
6. Business Acquisitions
Re:infer
On July 29, 2022, we acquired all of the outstanding capital stock of Re:infer LTD. (“Re:infer”), a natural language processing company focused on unstructured documents and communications. Re:infer uses machine learning technology to mine context from communication messages and transform them into actionable data. With this acquisition, we gained technology and an experienced team which we believe will accelerate our technology
9
roadmap, expand the breadth of our current AI-powered automation capabilities, and unlock new automation opportunities for our customers. The Re:infer acquisition was accounted for as a business combination.
The total purchase consideration for the acquisition of Re:infer was $44.6 million, consisting of the following (in thousands):
| Cash paid at closing | $ | 30,117 | |||
Fair value of Class A common stock issued at closing (0.2 million shares) | 2,965 | ||||
| Loan note to be paid on first anniversary of closing (included in accrued expenses and other current liabilities) | 5,863 | ||||
| Loan note to be paid on second anniversary of closing (included in other liabilities, non-current) | 5,570 | ||||
| Working capital adjustment | 66 | ||||
| Total | $ | 44,581 | |||
At closing, we also issued an additional 0.4 million shares of Class A common stock that will be released to sellers in equal installments on the first, second, and third anniversaries of the closing date, subject to certain employment-related clawback provisions. The aggregate fair value of these shares totaled $7.6 million and will be expensed as compensation for post-acquisition services over the three years following the acquisition date.
The following table summarizes the fair values of the assets acquired and liabilities assumed as of the acquisition date (in thousands):
| July 29, 2022 | |||||
| Net tangible assets | $ | 300 | |||
| Intangible assets | 13,100 | ||||
| Goodwill | 34,351 | ||||
| Total assets acquired | 47,751 | ||||
| Deferred tax liabilities assumed | (3,170) | ||||
| Total | $ | 44,581 | |||
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 | $ | 10,000 | 5.0 | ||||||||
| Customer relationships | 3,100 | 3.0 | |||||||||
| Total | $ | 13,100 | |||||||||
The acquisition of Re:infer generated goodwill of $34.4 million representing expected synergies and acquired skilled workforce. None of this goodwill is deductible for tax purposes.
10
UiPath, Inc.
Notes to Condensed Consolidated Financial Statements (Continued)
(unaudited)
7. Intangible Assets and Goodwill
Intangible Assets, Net
Acquired intangible assets, net consisted of the following as of April 30, 2023 (dollars in thousands):
| Intangible Assets, Gross | Accumulated Amortization | Intangible Assets, Net | Weighted- Average Remaining Useful Life (in years) | ||||||||||||||||||||
| Developed technology | $ | 28,946 | $ | (12,705) | $ | 16,241 | 3.3 | ||||||||||||||||
| Customer relationships | 8,249 | (4,289) | 3,960 | 1.8 | |||||||||||||||||||
| Trade names and trademarks | 273 | (243) | 30 | 0.9 | |||||||||||||||||||
| Other intangibles | 1,231 | (295) | 936 | 7.5 | |||||||||||||||||||
| Total | $ | 38,699 | $ | (17,532) | $ | 21,167 | |||||||||||||||||
Acquired intangible assets, net consisted of the following as of January 31, 2023 (dollars in thousands):
| Intangible Assets, Gross | Accumulated Amortization | Intangible Assets, Net | Weighted- Average Remaining Useful Life (in years) | ||||||||||||||||||||
| Developed technology | $ | 28,517 | $ | (11,095) | $ | 17,422 | 3.5 | ||||||||||||||||
| Customer relationships | 8,174 | (3,601) | 4,573 | 2.0 | |||||||||||||||||||
| Trade names and trademarks | 272 | (233) | 39 | 1.2 | |||||||||||||||||||
| Other intangibles | 1,231 | (255) | 976 | 7.7 | |||||||||||||||||||
| Total | $ | 38,194 | $ | (15,184) | $ | 23,010 | |||||||||||||||||
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 condensed consolidated statements of operations. Amortization of acquired intangible assets for the three months ended April 30, 2023 and 2022 was $2.1 million and $1.4 million, respectively.
Expected future amortization expense related to intangible assets was as follows as of April 30, 2023 (in thousands):
| Amount | |||||
| Remainder of year ending January 31, 2024 | $ | 6,502 | |||
| Year ending January 31, | |||||
| 2025 | 6,692 | ||||
| 2026 | 4,084 | ||||
| 2027 | 2,432 | ||||
| 2028 | 1,155 | ||||
| Thereafter | 302 | ||||
| Total | $ | 21,167 | |||
11
Goodwill
Changes in the carrying amount of goodwill during the three months ended April 30, 2023 were as follows (in thousands):
| Carrying Amount | |||||
| Balance as of January 31, 2023 | $ | 88,010 | |||
| Effect of foreign currency translation | 1,197 | ||||
| Balance as of April 30, 2023 | $ | 89,207 | |||
8. Operating Leases
Our operating leases consist of real estate and vehicles and have remaining lease terms of one year to 15 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.
Lease costs are presented below (in thousands):
| Three Months Ended April 30, | |||||||||||
| 2023 | 2022 | ||||||||||
| Operating lease cost | $ | 3,071 | $ | 2,759 | |||||||
| Short-term lease cost | 1,300 | 1,508 | |||||||||
| Variable lease cost | 621 | 207 | |||||||||
Sublease income (1) | (532) | (532) | |||||||||
| Total | $ | 4,460 | $ | 3,942 | |||||||
(1) Included in other income (expense), net in the condensed consolidated statements of operations.
The following table represents the weighted-average remaining lease term and discount rate as of the periods presented:
| As of | |||||||||||
| April 30, 2023 | January 31, 2023 | ||||||||||
| Weighted-average remaining lease term (years) | 11.8 | 12.1 | |||||||||
| Weighted-average discount rate | 7.1 | % | 7.0 | % | |||||||
Future undiscounted lease payments for our operating lease liabilities as of April 30, 2023 were as follows (in thousands):
| Amount | |||||
Remainder of year ending January 31, 2024 | $ | 10,008 | |||
| Year ending January 31, | |||||
| 2025 | 10,215 | ||||
| 2026 | 8,473 | ||||
| 2027 | 7,957 | ||||
| 2028 | 7,759 | ||||
| Thereafter | 48,625 | ||||
| Total operating lease payments | 93,037 | ||||
| Less: imputed interest | (29,220) | ||||
| Total operating lease liabilities | $ | 63,817 | |||
12
UiPath, Inc.
Notes to Condensed Consolidated Financial Statements (Continued)
(unaudited)
As of April 30, 2023, we had non-cancellable commitments in the amount of $4.9 million related to operating leases of real estate facilities that have not yet commenced.
Current operating lease liabilities of $7.3 million and $7.0 million were included in on our condensed consolidated balance sheets as of April 30, 2023 and January 31, 2023, respectively.
Supplemental cash flow information related to leases for the three months ended April 30, 2023 and 2022 was as follows (in thousands):
| Three Months Ended April 30, | |||||||||||
| 2023 | 2022 | ||||||||||
| Cash paid for amounts included in the measurement of operating lease liabilities | $ | 2,615 | $ | 2,064 | |||||||
| Operating lease ROU assets obtained in exchange for new operating lease liabilities | 1,993 | 770 | |||||||||
9. Condensed Consolidated Balance Sheet Components
Prepaid Expenses and Other Current Assets
Prepaid expenses and other current assets consisted of the following (in thousands):
| As of | |||||||||||
| April 30, 2023 | January 31, 2023 | ||||||||||
| Prepaid expenses and service credits | $ | 77,600 | $ | 67,794 | |||||||
| Other current assets | 43,829 | 26,356 | |||||||||
| Prepaid expenses and other current assets | $ | 121,429 | $ | 94,150 | |||||||
Property and Equipment, Net
Property and equipment, net consisted of the following (in thousands):
| As of | |||||||||||
| April 30, 2023 | January 31, 2023 | ||||||||||
| Computers and equipment | $ | 28,847 | $ | 28,450 | |||||||
| Leasehold improvements | 21,505 | 19,622 | |||||||||
| Furniture and fixtures | 6,495 | 6,485 | |||||||||
| Construction in progress | 572 | 2,419 | |||||||||
| Property and equipment, gross | 57,419 | 56,976 | |||||||||
| Less: accumulated depreciation | (30,508) | (27,931) | |||||||||
| Property and equipment, net | $ | 26,911 | $ | 29,045 | |||||||
Depreciation expense for the three months ended April 30, 2023 and 2022 was $3.0 million and $1.9 million, respectively.
13
Accrued Expenses and Other Current Liabilities
Accrued expenses and other current liabilities consisted of the following (in thousands):
| As of | |||||||||||
| April 30, 2023 | January 31, 2023 | ||||||||||
| Accrued expenses | $ | 14,089 | $ | 19,411 | |||||||
| Withholding tax from employee equity transactions | 2,132 | 3,772 | |||||||||
| Employee stock purchase plan withholdings | 8,121 | 3,365 | |||||||||
| Payroll taxes and other benefits payable | 4,106 | 7,644 | |||||||||
| Income tax payable | 6,317 | 8,750 | |||||||||
| Value-added taxes payable | 3,528 | 6,381 | |||||||||
| Operating lease liabilities, current | 7,253 | 6,997 | |||||||||
| Deferred consideration for business acquisition, current | 5,863 | 5,863 | |||||||||
| Other | 11,729 | 14,462 | |||||||||
| Accrued expenses and other current liabilities | $ | 63,138 | $ | 76,645 | |||||||
10. Credit Facility
On October 30, 2020, we entered into a $200.0 million senior secured revolving credit facility (the “Credit Facility”) with HSBC Ventures USA Inc., Silicon Valley Bridge Bank, N.A. (as successor to Silicon Valley Bank), Sumitomo Mitsui Banking Corporation, and Mizuho Bank, LTD, maturing October 30, 2023. The Credit Facility contains certain customary covenants, including, but not limited to, those relating to additional indebtedness, liens, asset divestitures, and affiliate transactions. We may use the proceeds of future borrowings under the Credit Facility for refinancing other indebtedness, working capital, capital expenditures and other general corporate purposes, including permitted business acquisitions. Our obligations under the Credit Facility are secured by substantially all of our assets, except for our intellectual property.
As of April 30, 2023 and January 31, 2023, there were no amounts outstanding under the Credit Facility.
11. Commitments and Contingencies
Letters of Credit
We had a total of $5.6 million and $4.3 million in letters of credit outstanding in favor of certain landlords for office space and for credit line facilities as of April 30, 2023 and January 31, 2023, respectively. These letters of credit renew annually and expire on various dates through fiscal year 2025.
Indemnification
In the ordinary course of business, we may provide indemnification of varying scope and terms to customers, vendors, directors, and officers with respect to certain matters, including, but not limited to, losses arising out of our breach of such agreements, services to be provided by us, or from intellectual property infringement claims made by third parties.
These indemnification provisions may survive termination of the underlying agreement and the potential amount of future payments we could be required to make under these indemnification provisions may not be subject to maximum loss clauses. The maximum potential amount of future payments we could be required to make under these indemnification provisions is indeterminable. As of April 30, 2023 and January 31, 2023, 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.
14
UiPath, Inc.
Notes to Condensed Consolidated Financial Statements (Continued)
(unaudited)
Restructuring
On June 24, 2022, our board of directors approved restructuring actions to manage our operating expenses by reducing our global workforce by approximately 5%. The workforce reduction aimed to simplify our go-to-market approach and improve sales productivity. In connection with these workforce reductions, we also ceased use of our office in Brooklyn, NY. On November 10, 2022, our board of directors approved further restructuring actions to reduce our global workforce across functions by an additional 6%. We substantially completed these actions and recognized related restructuring costs, consisting predominantly of employee termination benefits and contractual changes, during fiscal year 2023, with the remaining activities expected to be completed by July 31, 2023.
For the three months ended April 30, 2023, we incurred $0.9 million of expense associated with our restructuring actions, which relates to employee termination benefits.
The following table shows the total amount incurred, and the liability, which is recorded in accrued compensation and employee benefits in the condensed consolidated balance sheets, for restructuring-related employee termination benefits as of April 30, 2023 (in thousands):
| Employee Termination Benefits | |||||
| Accrued restructuring costs as of January 31, 2023 | $ | 3,889 | |||
| Restructuring costs incurred during the three months ended April 30, 2023 | 889 | ||||
| Amount paid during the three months ended April 30, 2023 | (3,734) | ||||
| Accrued restructuring costs as of April 30, 2023 | $ | 1,044 | |||
Defined Contribution Plans
We sponsor retirement plans for qualifying employees, including a 401(k) plan in the U.S. and defined contribution plans in certain other countries, to which we make matching contributions. Our total matching contributions to all defined contribution plans was $5.6 million and $5.0 million for the three months ended April 30, 2023 and 2022, 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 Accounting Standards Codification ("ASC") 450, Contingencies, we make a provision for a liability when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated.
We are not presently a party to any litigation the outcome of which we believe, if determined adversely to us, would individually or taken together have a material adverse effect on our business, operating results, cash flows, or financial condition. We have determined that the existence of a material loss is neither probable nor reasonably possible.
Warranty
We warrant to customers that our platform will operate substantially in accordance with its specifications. Historically, no significant costs have been incurred related to product warranties. 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.
15
Non-Cancelable Purchase Obligations
In the normal course of business, we enter into non-cancelable purchase commitments with various parties, mainly for hosting services, software products and services, and service credits toward products and services from strategic alliance partners.
As of April 30, 2023, we had outstanding non-cancelable purchase obligations with a term of 12 months or longer as follows (in thousands):
| Amount | |||||
| Remainder of year ending January 31, 2024 | $ | 52,760 | |||
| Year ending January 31, | |||||
| 2025 | 101,556 | ||||
| 2026 | 55,768 | ||||
| 2027 | 20,271 | ||||
| 2028 | 8,245 | ||||
| Thereafter | — | ||||
| Total | $ | 238,600 | |||
12. Stockholders’ Equity
Charitable Donations of Class A Common Stock
We have reserved 2.8 million shares of our Class A common stock to fund our social impact and environmental, social, and governance initiatives. During the three months ended April 30, 2023, we contributed 0.3 million shares of our Class A common stock to a donor-advised fund in connection with our Pledge 1% commitment. The aggregate fair value of the shares on the contribution date of $4.2 million was recorded within general and administrative expense in the condensed consolidated statements of operations.
Accumulated Other Comprehensive Income (Loss)
For the three months ended April 30, 2023 and 2022, changes in the components of accumulated other comprehensive income (loss) were as follows (in thousands):
| Foreign Currency Translation Adjustments | Unrealized Gain (Loss) on Marketable Securities | Accumulated Other Comprehensive Income | |||||||||||||||
| Balance as of January 31, 2023 | $ | 8,231 | $ | (619) | $ | 7,612 | |||||||||||
| Other comprehensive income, net of tax | 2,319 | 143 | 2,462 | ||||||||||||||
| Balance as of April 30, 2023 | $ | 10,550 | $ | (476) | $ | 10,074 | |||||||||||
| Foreign Currency Translation Adjustments | Unrealized Loss on Marketable Securities | Accumulated Other Comprehensive Income (Loss) | |||||||||||||||
| Balance as of January 31, 2022 | $ | 11,234 | $ | (335) | $ | 10,899 | |||||||||||
| Other comprehensive income (loss), net of tax | 2 | (460) | (458) | ||||||||||||||
| Balance as of April 30, 2022 | $ | 11,236 | $ | (795) | $ | 10,441 | |||||||||||
16
UiPath, Inc.
Notes to Condensed Consolidated Financial Statements (Continued)
(unaudited)
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 Equity Incentive Plan (the "2021 Plan"), which provides for grants of incentive stock options, nonstatutory stock options, stock appreciation rights, restricted stock awards ("RSAs"), restricted stock units ("RSUs"), performance awards, and other forms of awards. As of April 30, 2023, we have reserved 173.7 million shares of our Class A common stock to be issued under the 2021 Plan. The number of shares of our Class A common stock reserved for issuance under the 2021 Plan will automatically increase on February 1 of each year for a period of ten years, which began on February 1, 2022 and continues 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”). As of April 30, 2023, the ESPP authorizes the issuance of 21.5 million shares of our Class A common stock under purchase rights granted to our employees or to employees of any of our designated affiliates. The number of shares of our Class A common stock reserved for issuance will automatically increase on February 1 of each year for a period of ten years, which began on February 1, 2022 and continues 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 ESPP allows participants to purchase shares at the lesser of (a) 85% of the fair market value of our Class A common stock as of the commencement of each offering period, and (b) 85% of the fair market value of our Class A common stock on the corresponding purchase date.
Stock Options
Stock option activity during the three months ended April 30, 2023 was as follows:
| Stock Options (in thousands) | Weighted- Average Exercise Price | Weighted-Average Remaining Contractual Life (years) | Aggregate Intrinsic Value (in thousands) | ||||||||||||||||||||
| Outstanding as of January 31, 2023 | 13,898 | $ | 3.32 | 7.7 | $ | 169,324 | |||||||||||||||||
| Granted | 2,276 | $ | 0.10 | ||||||||||||||||||||
| Exercised | (898) | $ | 1.31 | ||||||||||||||||||||
| Forfeited | (116) | $ | 1.34 | ||||||||||||||||||||
| Outstanding as of April 30, 2023 | 15,160 | $ | 2.97 | 7.6 | $ | 172,461 | |||||||||||||||||
| Vested and exercisable as of April 30, 2023 | 6,419 | $ | 2.15 | 5.7 | $ | 76,588 | |||||||||||||||||
The weighted-average grant date fair value of stock options granted during the three months ended April 30, 2023 was $16.51 per share. The intrinsic value of stock options exercised during the three months ended April 30, 2023 was $13.5 million.
Unrecognized compensation expense associated with unvested stock options granted and outstanding as of April 30, 2023, was $142.6 million, which is to be recognized over a weighted-average remaining period of 2.6 years.
17
Restricted Stock Units
RSU activity during the three months ended April 30, 2023 was as follows:
| RSUs (in thousands) | Weighted-Average Grant Date Fair Value Per Share | ||||||||||
| Unvested as of January 31, 2023 | 36,785 | $ | 22.48 | ||||||||
| Granted | 11,914 | $ | 16.58 | ||||||||
Vested (1) | (4,181) | $ | 21.56 | ||||||||
| Forfeited | (3,308) | $ | 24.65 | ||||||||
| Unvested as of April 30, 2023 | 41,210 | $ | 20.70 | ||||||||
(1) Class A common stock has not been issued in connection with 77 vested RSUs because such RSUs were unsettled as of April 30, 2023. | |||||||||||
The vesting date fair value of RSUs that vested during the three months ended April 30, 2023 was $73.1 million.
As of April 30, 2023, total unrecognized compensation expense related to unvested RSUs was approximately $751.5 million, which is to be recognized over a weighted-average remaining period of 2.7 years.
Restricted Stock Awards
In September 2020, we issued approximately 0.1 million RSAs to a member of our board of directors at a grant date fair value of $33.22 per share, totaling $4.0 million. Such RSAs vest monthly over four years from the grant date. The unvested shares are subject to a repurchase right held by us. As of April 30, 2023, total unrecognized compensation expense related to unvested RSAs was $1.4 million and will be recognized over the remaining vesting period of 1.4 years.
Employee Stock Purchase Plan Awards
As of April 30, 2023, total unrecognized compensation expense related to the ESPP was approximately $0.9 million, which is to be recognized over a weighted-average remaining period of 0.1 years.
Stock-Based Compensation Associated with Business Acquisition
At the closing of the acquisition of Re:infer on July 29, 2022, we issued 0.4 million shares of Class A common stock (outside of the 2021 Plan) that will be released to certain employee sellers in equal installments on the first, second, and third anniversaries of the closing date, subject to employment-related clawback provisions. As of April 30, 2023, total unrecognized compensation expense related to these shares was $5.7 million, which is to be recognized over a weighted-average remaining period of 2.3 years.
Stock-Based Compensation Expense
Stock-based compensation expense is classified in the condensed consolidated statements of operations as follows (in thousands):
| Three Months Ended April 30, | |||||||||||
| 2023 | 2022 | ||||||||||
| Cost of subscription services revenue | $ | 3,178 | $ | 3,216 | |||||||
| Cost of professional services and other revenue | 2,699 | 3,874 | |||||||||
| Sales and marketing | 33,123 | 50,758 | |||||||||
| Research and development | 24,773 | 26,623 | |||||||||
| General and administrative | 21,275 | 16,983 | |||||||||
| Total | $ | 85,048 | $ | 101,454 | |||||||
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UiPath, Inc.
Notes to Condensed Consolidated Financial Statements (Continued)
(unaudited)
14. Income Taxes
Our tax provision for interim periods is determined using an estimated annual effective tax rate, adjusted for discrete items arising in the applicable quarter. In each quarter, we update the estimated annual effective tax rate and make a year-to-date adjustment to the provision. The estimated annual effective tax rate is subject to significant volatility due to several factors, including our ability to accurately predict the proportion of our pretax income in multiple jurisdictions and certain book-tax differences.
We had a provision for income taxes of $3.6 million and $4.8 million for the three months ended April 30, 2023 and 2022, respectively. Our effective tax rate was (12.8%) and (4.1%) for the three months ended April 30, 2023 and 2022, respectively. For the three months ended April 30, 2023 and 2022, our effective tax rate differed from the U.S. federal statutory rate primarily as a result of not recognizing deferred tax assets for losses due to a full valuation allowance (as discussed below) and due to tax rate differences between the United States and foreign countries.
The realization of tax benefits of net deferred tax assets (“DTAs”) is dependent upon future levels of taxable income of an appropriate character in the periods the items are expected to be deductible or taxable. Based on the available objective evidence during the three months ended April 30, 2023, we believe it is more likely than not that the tax benefits of DTAs associated with the U.S., Romania, and the U.K. may not be realized. Accordingly, we recorded a full valuation allowance against the U.S., Romania, and the U.K. DTAs. We intend to maintain each of these full valuation allowances until sufficient positive evidence exists to support a reversal of, or decrease in, the valuation allowance. As of April 30, 2023, there is no valuation allowance recorded against DTAs associated with Japan as we believe it is more likely than not that we will realize such assets during the prescribed statutory period.
As of April 30, 2023, we had gross unrecognized tax benefits totaling $2.3 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 $1.5 million, excluding interest and penalties, which are accounted for as a component of our income tax provision. The tax positions of UiPath, Inc. and its subsidiaries 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. At this time, we do not expect any significant changes in the next 12 months.
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):
| Three Months Ended April 30, | |||||||||||||||||||||||
| 2023 | 2022 | ||||||||||||||||||||||
| Class A | Class B | Class A | Class B | ||||||||||||||||||||
| Numerator: | |||||||||||||||||||||||
| Net loss | $ | (27,186) | $ | (4,715) | $ | (103,914) | $ | (18,647) | |||||||||||||||
| Denominator: | |||||||||||||||||||||||
| Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted | 475,425 | 82,453 | 459,449 | 82,453 | |||||||||||||||||||
| Net loss per share attributable to common stockholders, basic and diluted | $ | (0.06) | $ | (0.06) | $ | (0.23) | $ | (0.23) | |||||||||||||||
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Anti-dilutive common stock equivalents excluded from the computation of diluted net loss per share attributable to common stockholders were as follows (in thousands):
| Three Months Ended April 30, | |||||||||||||||||||||||
| 2023 | 2022 | ||||||||||||||||||||||
| Class A | Class B | Class A | Class B | ||||||||||||||||||||
| Unvested RSUs | 37,351 | — | 27,271 | — | |||||||||||||||||||
| Outstanding stock options | 13,883 | — | 13,786 | — | |||||||||||||||||||
| Shares subject to repurchase from RSAs and early exercised stock options | 63 | — | 862 | — | |||||||||||||||||||
| Shares issuable under ESPP | 897 | — | 1,035 | — | |||||||||||||||||||
| Returnable shares issued in connection with business acquisition | 427 | — | — | — | |||||||||||||||||||
| Total weighted-average anti-dilutive common stock equivalents | 52,621 | — | 42,954 | — | |||||||||||||||||||
16. Related Party Transactions
Beginning in the third quarter of fiscal year 2022, we have at times made use of an aircraft which is owned by Daniel Dines, our Co-Chief Executive Officer, through a special purpose limited liability company and which is operated by a third-party aircraft management company. Mr. Dines, through the special purpose limited liability company, obtained financing for the aircraft and bears all associated operating, personnel, and maintenance costs.
We did not incur any expense related to use of the aircraft for the three months ended April 30, 2023. For the three months ended April 30, 2022, we incurred expenses of $0.8 million in connection with our business use of the aircraft.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q and our audited consolidated financial statements and the related notes and the discussion under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for the fiscal year ended January 31, 2023 included in our Annual Report on Form 10-K filed with the Securities and Exchange Commission ("SEC") on March 24, 2023 (the "2023 Form 10-K"). This discussion, particularly information with respect to our future results of operations or financial condition, business strategy and plans and objectives of management for future operations, includes forward-looking statements that involve risks and uncertainties as described under the heading “Special Note Regarding Forward-Looking Statements” in this Quarterly Report on Form 10-Q. You should review the disclosure under under Part I, Item 1A, "Risk Factors," in the 2023 Form 10-K for discussion of important factors that could cause our actual results to differ materially from those anticipated in these forward-looking statements.
Overview
First established in a Bucharest, Romania apartment in 2005, UiPath was incorporated in Delaware in 2015 as a company principally focused on building and managing automations and developing computer vision technology, which remains the foundation of our platform today. Since that time, we have evolved from our beginnings in RPA into an end-to-end AI-powered automation platform through development and acquisitions, launched new products, and expanded our operations across the globe. Our vision is to enable automation across all knowledge work to accelerate human achievement.
The UiPath Business Automation Platform is The Foundation of Innovation™, providing our customers with a robust set of capabilities that allow them to discover opportunities for automation, automate using a digital workforce that seamlessly collaborates with humans, and operate a mission critical automation program at scale. Our platform enables employees to quickly build automations for both existing and new processes and to utilize software robots to perform a vast array of actions including, but not limited to, logging into applications, extracting information from documents, moving folders, filling in forms, and updating information fields and databases. The ability of our software robots to replicate steps performed by humans in executing business processes drives operational efficiencies and enables companies to deliver on key digital initiatives with greater speed, agility, and accuracy.
Enterprise automation is here, and its momentum is growing as organizations around the world begin to understand the power of automation to drive efficiency and business outcomes. We aspire to be the defining company, advancing the evolution of automation as not just a tool, but as a way of operating and innovating.
Business Highlights for the Three Months Ended April 30, 2023:
•Revenue of $289.6 million increased 18% year-over-year.
•ARR of $1,248.9 million increased 28% year-over-year.
•Gross margin was 85% for the three months ended April 30, 2023, compared to 82% for the three months ended April 30, 2022.
•Cash flow from operations was $67.3 million for the three months ended April 30, 2023, compared to $(52.9) million for the three months ended April 30, 2022.
•Cash, cash equivalents, and marketable securities were $1,786.4 million as of April 30, 2023, compared to $1,759.8 million as of January 31, 2023.
The Macroeconomic Environment and Foreign Currency Fluctuations
Macroeconomic factors have affected our business and our customers’ businesses. Globally, we price our platform in local currency. Accordingly, the heightened volatility of global markets has exposed us and will continue to expose us to foreign currency fluctuations, which may impact demand for our platform, our near-term results, and our ability to predict future results. Further, cash, cash equivalents, and marketable securities represent a significant portion of our total assets; as such, liquidity concerns in the financial services industry may have an effect on our business, financial conditions, and results of operations.
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Fiscal Year 2023 Restructuring Actions
On June 24, 2022, our board of directors approved restructuring actions to manage our operating expenses. These actions included an overall reduction of approximately 5% of our global workforce, aimed at simplifying our go-to-market approach to improve market segmentation, increase sales productivity, and provide best-in-class customer experience and outcomes. On November 10, 2022, our board of directors approved further restructuring actions, including an additional 6% workforce reduction to further support our strategic positioning to drive increased execution velocity, operational efficiency, and customer centricity. Refer to Note 11, Commitments and Contingencies—Restructuring included in Part I, Item 1 of this Quarterly Report on Form 10-Q for more information.
Key Performance Metric
We monitor annualized renewal run rate ("ARR") to help us measure and evaluate the effectiveness of our operations.
ARR is the key performance metric we use in managing our business because it illustrates our ability to acquire new subscription customers and to maintain and expand our relationships with existing subscription customers. We define ARR as annualized invoiced amounts per solution SKU from subscription licenses and maintenance and support obligations assuming no increases or reductions in customers' subscriptions. ARR does not include the costs we may incur to obtain such subscription licenses or provide such maintenance and support, and does not reflect any actual or anticipated reductions in invoiced value due to contract non-renewals or service cancellations other than for specific reserves, for example those for credit losses or disputed amounts. At April 30, 2023 and 2022, our ARR was $1,248.9 million and $977.1 million, respectively, representing a growth rate of 28%. Approximately 20% of this growth rate was due to new customers and 80% of this growth rate was due to existing customers. Our dollar-based net retention rate, which represents the net expansion of ARR from existing customers over the preceding 12 months, was 122% and 138% as of April 30, 2023 and 2022, respectively. We calculate dollar-based net retention rate as of a period end by starting with the ARR from the cohort of all customers as of 12 months prior to such period end ("Prior Period ARR"). We then calculate the ARR from these same customers as of the current period end ("Current Period ARR"). Current Period ARR includes any expansion and is net of contraction or attrition over the last 12 months, but does not include ARR from new customers in the current period. We then divide the total Current Period ARR by the total Prior Period ARR to arrive at the point-in-time dollar-based net retention rate.
Our ARR may fluctuate as a result of a number of factors, including customers’ satisfaction or dissatisfaction with our platform, pricing, competitive offerings, economic conditions, overall changes in our customers’ spending levels, and our ability to successfully execute on our strategic goals. ARR should be viewed independently of revenue and deferred revenue as ARR is an operating metric and is not intended to be combined with or to replace these items. For clarity, we use annualized invoiced amounts per solution SKU rather than revenue calculated in accordance with U.S. GAAP to calculate our ARR. Our invoiced amounts are not matched to transfer of control of the performance obligations associated with the underlying subscription licenses and maintenance and support obligations. This can result in timing differences between our GAAP revenue and ARR calculations. Our ARR calculation simply takes our invoiced amounts per solution SKU under a subscription license or maintenance agreement and divides that amount by the invoice term and multiplies by 365 days to derive the annualized value. In contrast, for our revenue calculated in accordance with GAAP, subscription licenses revenue derived from the sale of term-based licenses hosted on-premises is recognized at the point in time when the customer is able to use and benefit from our software, which is generally upon delivery to the customer or upon the commencement of the renewal term, and maintenance, support, and SaaS revenue is recognized ratably over the term of the arrangement. ARR is not a forecast of future revenue. Unlike ARR, future revenue can be impacted by contract start and end dates and duration. The timing of recognition of ARR is determined by contract billing structure, whereas billing structure will neither accelerate nor delay recognition of future revenue. For example, in a multi-year contract invoiced upfront, ARR is the annualized invoiced amount per solution SKU related to the final year of the contract, whereas revenue is determined by total contract value and timing of transfer of the underlying performance obligations. ARR does not include invoiced amounts associated with perpetual licenses or professional services. Investors should not place undue reliance on ARR as an indicator of our future or expected results. Moreover, our presentation of ARR may differ from similarly titled metrics presented by other companies and may not be comparable to such other metrics.
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A summary of ARR-related data at April 30, 2023 and 2022 is as follows:
| At April 30, | |||||||||||
| 2023 | 2022 | ||||||||||
| (dollars in thousands) | |||||||||||
| ARR | $ | 1,248,883 | $ | 977,067 | |||||||
Incremental ARR (1) | 271,816 | 324,487 | |||||||||
| Customers with ARR ≥ $1 million: | |||||||||||
| Number of customers | 240 | 168 | |||||||||
| Percent of current period revenue | 45 | % | 40 | % | |||||||
| Customers with ARR ≥ $100 thousand: | |||||||||||
| Number of customers | 1,858 | 1,574 | |||||||||
| Percent of current period revenue | 82 | % | 79 | % | |||||||
| Dollar-based net retention rate | 122 | % | 138 | % | |||||||
(1) For the twelve months ended April 30, 2023 and 2022, respectively | |||||||||||
Components of Results of Operations
Revenue
We derive revenue 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., SaaS); and (3) professional services.
In fiscal year 2023, we moved toward unifying our commercial offerings for products with both on-premise and cloud deployment options into a single offering that allows customers the choice of either deployment option throughout the term of the contract. These Flex Offerings replaced the hybrid offerings launched in fiscal year 2021. Flex Offerings are comprised of three types of performance obligations: term license, maintenance and support, and SaaS.
Most recently, we have seen an increase in sales of our Flex Offerings compared to sales of our legacy offerings (primarily on-premise solutions sold as term-based licenses bundled with maintenance and support). We expect this trend to continue and, as a result, a greater portion of our revenue will be recognized over time as subscription services revenue rather than as license revenue, which is typically recognized at a point in time.
Licenses
We primarily sell term licenses (including the term license portion of Flex Offerings), which provide customers the right to use software for a specified period of time. Revenue for licenses 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.
Subscription Services
We generate subscription services revenue through the provision of: (1) maintenance and support services, which include technical support and unspecified updates and upgrades on a when-and-if-available basis for our licenses, and (2) SaaS products, including those sold as part of our Flex Offerings. Maintenance and support and SaaS products represent stand-ready obligations for which revenue is recognized ratably over the term of the arrangements.
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.
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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, 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 software 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. We expect cost of subscription services revenue to continue to increase in absolute dollars for the foreseeable future as our customer base grows. In the future, we expect further expansion of our cloud-based deployments. As sales of SaaS products become a larger percentage of our total revenue, we expect our gross margin to be impacted by increased hosting fees and cloud infrastructure costs.
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 expenses related to third-party consulting services and allocated overhead. We recognize these expenses as they are incurred. We expect cost of professional services and other revenue to increase in absolute dollars for the foreseeable future as our customer base grows.
Operating Expenses
Our operating expenses consist of sales and marketing, research and development, and general and administrative expenses. Personnel-related expenses are the most significant component of operating expenses and consist of salaries and bonuses, stock-based compensation expense, and employee benefit costs. Operating expenses also include allocated overhead.
Sales and Marketing
Sales and marketing expenses consist primarily of personnel-related expenses associated with our sales and marketing teams and related sales support teams, including salaries and bonuses, stock-based compensation expense, and employee benefit costs. Sales and marketing expenses also include sales and partner commissions, marketing event costs, advertising costs, travel, trade shows, other marketing materials, and allocated overhead. We expect that over the longer term our sales and marketing expenses will decrease as a percentage of revenue, although this percentage may fluctuate from period to period due to timing and extent of expenses.
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, and allocated overhead. Research and development costs are expensed as incurred, with the exception of certain software development costs which are eligible for capitalization. We expect that our research and development expenses will increase in absolute dollars for the foreseeable future as we continue to invest in efforts to develop new technology and enhance the functionality and capabilities of our existing products and platform infrastructure. Our research and development expenses may fluctuate as a percentage of revenue from period to period due to the timing and extent of expenses.
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 teams, as well as accounting and legal professional
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services fees, other corporate-related expenses, and allocated overhead. We expect that over the longer term our general and administrative expenses will decrease as a percentage of revenue, although this percentage may fluctuate from period to period due to timing and extent of expenses.
Interest Income
Interest income consists of interest income earned on our cash deposits, cash and cash equivalents balances, and marketable securities.
Other Income (Expense), Net
Other income (expense), net primarily consists of foreign exchange gains and losses. Other income (expense), net also includes gains and losses associated with foreign currency forward contracts for those periods in which such contracts were outstanding.
Provision For Income Taxes
Provision for income taxes consists of U.S. federal and state income taxes and income taxes in foreign jurisdictions in which we conduct business. We maintain a full valuation allowance on our U.S. federal and state, Romanian, and U.K. DTAs, as we have concluded that it is more likely than not that these DTAs will not be realized. Our effective tax rate is affected by tax rates in foreign jurisdictions and the relative amounts of income we earn in those jurisdictions, as well as by non-deductible expenses as permanent differences and by changes in our valuation allowances.
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Results of Operations
The following tables set forth selected condensed consolidated statement of operations data and such data as a percentage of total revenue for each of the periods indicated:
| Three Months Ended April 30, | |||||||||||
| 2023 | 2022 | ||||||||||
| (in thousands) | |||||||||||
| Revenue: | |||||||||||
| Licenses | $ | 134,039 | $ | 117,004 | |||||||
| Subscription services | 146,352 | 115,494 | |||||||||
| Professional services and other | 9,197 | 12,568 | |||||||||
| Total revenue | 289,588 | 245,066 | |||||||||
| Cost of revenue: | |||||||||||
Licenses (1) | 2,547 | 2,537 | |||||||||
Subscription services (1)(2)(3) | 23,078 | 21,045 | |||||||||
Professional services and other (2)(3) | 18,042 | 21,434 | |||||||||
| Total cost of revenue | 43,667 | 45,016 | |||||||||
| Gross profit | 245,921 | 200,050 | |||||||||
| Operating expenses: | |||||||||||
Sales and marketing (1)(2)(3)(4) | 160,406 | 189,782 | |||||||||
Research and development (2)(3)(4) | 75,342 | 68,690 | |||||||||
General and administrative (1)(2)(3)(4) | 56,584 | 57,530 | |||||||||
| Total operating expenses | 292,332 | 316,002 | |||||||||
| Operating loss | (46,411) | (115,952) | |||||||||
| Interest income | 13,848 | 991 | |||||||||
| Other income (expense), net | 4,294 | (2,811) | |||||||||
| Loss before income taxes | (28,269) | (117,772) | |||||||||
| Provision for income taxes | 3,632 | 4,789 | |||||||||
| Net loss | $ | (31,901) | $ | (122,561) | |||||||
| (1) Includes amortization of acquired intangible assets as follows: | |||||||||||
| Cost of licenses revenue | $ | 836 | $ | 596 | |||||||
| Cost of subscription services revenue | 584 | 330 | |||||||||
| Sales and marketing | 671 | 414 | |||||||||
| General and administrative | 41 | 46 | |||||||||
| Total amortization of acquired intangible assets | $ | 2,132 | $ | 1,386 | |||||||
| (2) Includes stock-based compensation expense as follows: | |||||||||||
| Cost of subscription services revenue | $ | 3,178 | $ | 3,216 | |||||||
| Cost of professional services and other revenue | 2,699 | 3,874 | |||||||||
| Sales and marketing | 33,123 | 50,758 | |||||||||
| Research and development | 24,773 | 26,623 | |||||||||
| General and administrative | 21,275 | 16,983 | |||||||||
| Total stock-based compensation expense | $ | 85,048 | $ | 101,454 | |||||||
| (3) Includes employer payroll tax expense related to equity transactions as follows: | |||||||||||
| Cost of subscription services revenue | $ | 90 | $ | 84 | |||||||
| Cost of professional services and other revenue | 71 | 79 | |||||||||
| Sales and marketing | 1,224 | 1,427 | |||||||||
| Research and development | 601 | 481 | |||||||||
| General and administrative | 378 | 177 | |||||||||
| Total employer payroll tax expense related to equity transactions | $ | 2,364 | $ | 2,248 | |||||||
| (4) Includes restructuring expense as follows: | |||||||||||
| Sales and marketing | $ | 229 | $ | — | |||||||
| Research and development | 285 | — | |||||||||
| General and administrative | 375 | — | |||||||||
| Total restructuring expense | $ | 889 | $ | — | |||||||
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| Three Months Ended April 30, | |||||||||||
| 2023 | 2022 | ||||||||||
| (as a percentage of revenue) | |||||||||||
| Revenue: | |||||||||||
| Licenses | 46 | % | 48 | % | |||||||
| Subscription services | 51 | % | 47 | % | |||||||
| Professional services and other | 3 | % | 5 | % | |||||||
| Total revenue | 100 | % | 100 | % | |||||||
| Cost of revenue: | |||||||||||
| Licenses | 1 | % | 1 | % | |||||||
| Subscription services | 8 | % | 8 | % | |||||||
| Professional services and other | 6 | % | 9 | % | |||||||
| Total cost of revenue | 15 | % | 18 | % | |||||||
| Gross profit | 85 | % | 82 | % | |||||||
| Operating expenses: | |||||||||||
| Sales and marketing | 55 | % | 77 | % | |||||||
| Research and development | 26 | % | 28 | % | |||||||
| General and administrative | 20 | % | 24 | % | |||||||
| Total operating expenses | 101 | % | 129 | % | |||||||
| Operating loss | (16) | % | (47) | % | |||||||
| Interest income | 5 | % | — | % | |||||||
| Other income (expense), net | 1 | % | (1) | % | |||||||
| Loss before income taxes | (10) | % | (48) | % | |||||||
| Provision for income taxes | 1 | % | 2 | % | |||||||
| Net loss | (11) | % | (50) | % | |||||||
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Comparison of the Three Months Ended April 30, 2023 and 2022
Revenue
| Three Months Ended April 30, | |||||||||||||||||||||||
| 2023 | 2022 | Change | Change % | ||||||||||||||||||||
| (dollars in thousands) | |||||||||||||||||||||||
| Licenses | $ | 134,039 | $ | 117,004 | $ | 17,035 | 15 | % | |||||||||||||||
| Subscription services | 146,352 | 115,494 | 30,858 | 27 | % | ||||||||||||||||||
| Professional services and other | 9,197 | 12,568 | (3,371) | (27) | % | ||||||||||||||||||
| Total revenue | $ | 289,588 | $ | 245,066 | $ | 44,522 | 18 | % | |||||||||||||||
Total revenue increased by $44.5 million, or 18%, for the three months ended April 30, 2023 compared to the three months ended April 30, 2022, primarily due to a $30.9 million increase in subscription services revenue, related in part to the transition to our Flex Offerings, and a $17.0 million increase in licenses revenue. As we continued to expand our sales efforts in the United States and internationally, total revenue grew across all regions. Of the increase in total revenue, approximately 25% was attributable to new customers and approximately 75% was attributable to existing customers.
Cost of Revenue and Gross Margin
| Three Months Ended April 30, | |||||||||||||||||||||||
| 2023 | 2022 | Change | Change % | ||||||||||||||||||||
| (dollars in thousands) | |||||||||||||||||||||||
| Licenses | $ | 2,547 | $ | 2,537 | $ | 10 | — | % | |||||||||||||||
| Subscription services | 23,078 | 21,045 | 2,033 | 10 | % | ||||||||||||||||||
| Professional services and other | 18,042 | 21,434 | (3,392) | (16) | % | ||||||||||||||||||
| Total cost of revenue | $ | 43,667 | $ | 45,016 | $ | (1,349) | (3) | % | |||||||||||||||
| Gross margin | 85 | % | 82 | % | |||||||||||||||||||
Total cost of revenue decreased by $1.3 million, or 3%, for the three months ended April 30, 2023 compared to the three months ended April 30, 2022, due to a decrease in cost of professional services and other revenue, partially offset by an increase in cost of subscription services revenue. The decrease in cost of professional services and other revenue was primarily driven by a $1.6 million decrease in personnel-related expenses, largely resulting from a $1.2 million decrease in stock-based compensation, and a $2.0 million decrease in costs associated with the use of third-party vendors to deliver professional services to our customers. The increase in cost of subscription services revenue was primarily driven by a $1.3 million increase in personnel-related expenses, related to increased headcount, and an aggregate $0.7 million increase in software services costs, depreciation and amortization, and travel-related expenses.
Our gross margin increased to 85% for the three months ended April 30, 2023 compared to 82% for the three months ended April 30, 2022 as a result of strong year-over-year revenue growth, as well as a net reduction in personnel-related expenses and lower costs associated with the use of third-party vendors to deliver professional services to our customers.
Operating Expenses
Sales and Marketing
| Three Months Ended April 30, | |||||||||||||||||||||||
| 2023 | 2022 | Change | Change % | ||||||||||||||||||||
| (dollars in thousands) | |||||||||||||||||||||||
| Sales and marketing | $ | 160,406 | $ | 189,782 | $ | (29,376) | (15) | % | |||||||||||||||
| Percentage of revenue | 55 | % | 77 | % | |||||||||||||||||||
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Sales and marketing expense decreased by $29.4 million, or 15%, for the three months ended April 30, 2023 compared to the three months ended April 30, 2022. This decrease was primarily attributable to a $31.7 million decrease in personnel-related expenses, inclusive of a $17.6 million decrease in stock-based compensation, with the remainder of the decrease due to reduced headcount, primarily resulting from our restructuring actions of which a significant portion occurred during fiscal year 2023. Sales and marketing expense was also impacted by a $3.2 million decrease in third-party consulting fees, a $1.5 million decrease related to a non-recurring abandonment and impairment charge associated with the early termination of a leased office space incurred during the first quarter of fiscal year 2023, and a $1.2 million decrease in marketing expense. These decreases were partially offset by a $2.7 million increase in hosting and software services costs, a $2.2 million increase in travel-related expenses as a result of planned marketing events, a $1.9 million increase in the amortization of capitalized contract acquisition costs as a result of higher commissions earned, and a $0.6 million increase in depreciation and amortization driven by Re:Infer intangibles acquired during the second quarter of fiscal year 2023.
Research and Development
| Three Months Ended April 30, | |||||||||||||||||||||||
| 2023 | 2022 | Change | Change % | ||||||||||||||||||||
| (dollars in thousands) | |||||||||||||||||||||||
| Research and development | $ | 75,342 | $ | 68,690 | $ | 6,652 | 10 | % | |||||||||||||||
| Percentage of revenue | 26 | % | 28 | % | |||||||||||||||||||
Research and development expense increased by $6.7 million, or 10%, for the three months ended April 30, 2023 compared to the three months ended April 30, 2022. The increase was primarily attributable to a $3.6 million increase in personnel-related expenses, which included a $5.2 million increase in gross salaries and other payroll related expenses, largely due to an increase in headcount, partially offset by a $1.9 million decrease in stock-based compensation. Research and development expense was also impacted by a $2.0 million increase in third-party software service and hosting costs, and an aggregate $1.1 million increase in travel costs and depreciation and amortization.
General and Administrative
| Three Months Ended April 30, | |||||||||||||||||||||||
| 2023 | 2022 | Change | Change % | ||||||||||||||||||||
| (dollars in thousands) | |||||||||||||||||||||||
| General and administrative | $ | 56,584 | $ | 57,530 | $ | (946) | (2) | % | |||||||||||||||
| Percentage of revenue | 20 | % | 24 | % | |||||||||||||||||||
General and administrative expense decreased by $0.9 million for the three months ended April 30, 2023 compared to the three months ended April 30, 2022. This decrease was primarily attributable to a $2.7 million decrease in third-party consulting fees, a $2.5 million decrease in software service expense, and a $2.5 million decrease in credit loss expense primarily associated with customers in Russia impacting collections during the first quarter of fiscal year 2023. These decreases were partially offset by a $3.7 million increase in charitable donations, mainly driven by our contribution of Class A common shares to a donor-advised fund during the first quarter of fiscal year 2024 in connection with our Pledge 1% commitment. Additionally, general and administrative expense was impacted by a $2.1 million increase in personnel-related expenses, which included a $4.3 million increase in stock-based compensation and a $0.4 million increase in employee termination benefits related to our restructuring actions of which a significant portion occurred during fiscal year 2023, partially offset by a $2.7 million decrease in other employee benefits.
Interest Income
| Three Months Ended April 30, | |||||||||||||||||||||||
| 2023 | 2022 | Change | Change % | ||||||||||||||||||||
| (dollars in thousands) | |||||||||||||||||||||||
| Interest income | $ | 13,848 | $ | 991 | $ | 12,857 | 1,297 | % | |||||||||||||||
| Percentage of revenue | 5 | % | — | % | |||||||||||||||||||
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Interest income increased by $12.9 million, or 1,297%, for the three months ended April 30, 2023 compared to the three months ended April 30, 2022 as a result of a period-over-period increase in interest rates on marketable securities, money market accounts, and cash deposits.
Other Income (Expense), Net
| Three Months Ended April 30, | |||||||||||||||||||||||
| 2023 | 2022 | Change | Change % | ||||||||||||||||||||
| (dollars in thousands) | |||||||||||||||||||||||
| Other income (expense), net | $ | 4,294 | $ | (2,811) | $ | 7,105 | NM (1) | ||||||||||||||||
| Percentage of revenue | 1 | % | (1) | % | |||||||||||||||||||
| (1) Not meaningful | |||||||||||||||||||||||
Other income (expense), net increased by $7.1 million, or 253%, for the three months ended April 30, 2023 compared to the three months ended April 30, 2022. The increase was primarily attributable to gains from amortized discounts on marketable securities and greater foreign currency transaction losses incurred in the prior period.
Provision For Income Taxes
| Three Months Ended April 30, | |||||||||||||||||||||||
| 2023 | 2022 | Change | Change % | ||||||||||||||||||||
| (dollars in thousands) | |||||||||||||||||||||||
| Provision for income taxes | $ | 3,632 | $ | 4,789 | $ | (1,157) | (24) | % | |||||||||||||||
| Percentage of revenue | 1 | % | 2 | % | |||||||||||||||||||
Provision for income taxes decreased by $1.2 million, or 24%, for the three months ended April 30, 2023 compared to the three months ended April 30, 2022. The decrease in provision for income taxes was primarily driven by lower foreign tax expenses resulting from lower year-over-year earnings of our cost-plus entities in certain foreign jurisdictions as we continue to cut costs internationally.
Liquidity and Capital Resources
We have financed operations since our inception primarily through customer payments and net proceeds from sales of equity securities. Our principal uses of cash in recent periods have been to fund our operations, invest in capital expenditures, and engage in various business acquisitions. As of April 30, 2023, our principal sources of liquidity were cash, cash equivalents, and marketable securities totaling $1,786.4 million, and we had an accumulated deficit of $1,856.2 million. During the three months ended April 30, 2023, we reported a net loss of $31.9 million, and net cash provided by operations of $67.3 million.
Our future capital requirements will depend on many factors, including our revenue growth rate, sales of our products and services, license renewal activity, the timing and the amount of cash received from customers, the expansion of sales and marketing activities, the timing and extent of spending to support development efforts, the introduction of new and enhanced products, the continuing market adoption of our products, expenses associated with our international expansion, and the timing and extent of capital expenditures to invest in existing and new office spaces. We may in the future enter into arrangements to acquire or invest in complementary businesses, products, and technologies. We may be required to seek additional equity or debt financing. In the event that we require additional financing, we may not be able to raise such financing on terms acceptable to us or at all. If we are unable to raise additional capital or generate cash flows necessary to expand our operations and invest in continued innovation, we may not be able to compete successfully, which would harm our business, operations and financial condition.
We believe that our existing cash, cash equivalents, marketable securities, payments from customers, and borrowing capacity will be sufficient to fund our anticipated cash requirements for the next twelve months and the long term.
Credit Facility
In October 2020, we entered into the Credit Facility with HSBC Ventures USA Inc., Silicon Valley Bridge Bank, N.A. (as successor to Silicon Valley Bank), Sumitomo Mitsui Banking Corporation, and Mizuho Bank, LTD. Our
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obligations under the Credit Facility are secured by substantially all of our assets, except for our intellectual property. 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.
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 April 30, 2023, we had no outstanding debt under the Credit Facility.
Cash Flows
The following table summarizes our cash flows for the periods presented:
| Three Months Ended April 30, | |||||||||||
| 2023 | 2022 | ||||||||||
| (in thousands) | |||||||||||
Net cash provided by (used in) operating activities (1) | $ | 67,341 | $ | (52,884) | |||||||
| Net cash used in investing activities | $ | (135,552) | $ | (15,697) | |||||||
| Net cash used in financing activities | $ | (20,630) | $ | (18,187) | |||||||
(1) Inclusive of: | |||||||||||
| Payments for employer payroll taxes related to employee equity transactions | $ | (2,738) | $ | (3,034) | |||||||
| Net payments of employee tax withholdings on stock option exercises | $ | (765) | $ | (5,757) | |||||||
| Cash paid for restructuring costs | $ | (3,734) | $ | — | |||||||
Operating Activities
Our largest source of operating cash is cash generation from sales to our customers. Our primary uses of cash from operating activities are for personnel-related expenses, direct costs to deliver licenses and provide subscription and professional services, and marketing expenses. To date, our operating cash flows have generally been negative and we have supplemented working capital requirements primarily through net proceeds from the sale of equity securities.
Net cash provided by operating activities for the three months ended April 30, 2023 of $67.3 million was driven by cash collections from our customers, which were approximately 39% higher than during the three months ended April 30, 2022. These cash inflows were partially offset by cash payments for operating expenditures, primarily associated with the compensation of our teams, including annual bonuses paid in the first quarter of fiscal year 2024. Other cash operating expenditures included payments related to our workforce restructuring, costs for professional services, software, and office rent.
Net cash used in operating activities for the three months ended April 30, 2022 of $52.9 million was driven by cash payments for operating expenditures, primarily associated with the compensation of our teams, including annual bonuses paid in the first quarter of fiscal year 2023. Other cash operating expenditures included payments for professional services, software, and office rent. These outflows were partially offset by cash collections from our customers.
Investing Activities
Net cash used in investing activities for the three months ended April 30, 2023 of $135.6 million was primarily driven by $215.4 million in purchases of marketable securities and $1.9 million in capital expenditures, partially offset by $79.0 million in maturities of marketable securities.
Net cash used in investing activities for the three months ended April 30, 2022 of $15.7 million was primarily driven by $21.9 million in purchases of marketable securities and $9.7 million in capital expenditures, partially offset by $14.8 million in maturities of marketable securities.
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Financing Activities
Net cash used in financing activities for the three months ended April 30, 2023 of $20.6 million was driven by payments of tax withholdings on the net settlement of equity awards of $25.9 million and net payments of tax withholdings on sell-to-cover equity award transactions of $0.6 million, partially offset by proceeds from employee stock purchase plan contributions of $4.7 million and proceeds from the exercise of stock options of $1.2 million.
Net cash used in financing activities for the three months ended April 30, 2022 of $18.2 million was driven by payments of tax withholdings on the net settlement of equity awards of $17.3 million and net payments of tax withholdings on sell-to-cover equity award transactions of $10.0 million, partially offset by proceeds from employee stock purchase plan contributions of $6.4 million and proceeds from the exercise of stock options of $2.8 million.
Material Cash Requirements
See Note 11, Commitments and Contingencies—Non-Cancelable Purchase Obligations, for further details on the timing of our purchase commitments. There were no other significant changes to our material cash requirements during the three months ended April 30, 2023 from the contractual obligations disclosed in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” set forth in the 2023 Form 10-K.
Critical Accounting Estimates
There have been no material changes to our critical accounting estimates as compared to those disclosed in the 2023 Form 10-K.
Recent Accounting Pronouncements
None.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
We are exposed to market risk in the ordinary course of our business. Market risk represents the risk of loss that may impact our financial position due to adverse changes in financial market prices and rates. Our market risk exposure is principally the result of fluctuations in interest rates and foreign currency exchange rates.
Interest Rate Risk
As of April 30, 2023, we had $1,311.6 million of cash and cash equivalents. Cash and cash equivalents consist of cash in banks, bank deposits and money market accounts. In addition, we had $474.8 million of marketable securities, consisting of corporate bonds, commercial paper, municipal bonds, agency bonds, and treasury bills and U.S. government securities. Such interest-earning instruments carry a degree of interest rate risk. The primary objectives of our investment activities are the preservation of capital, the fulfillment of liquidity needs, and the fiduciary control of cash. We do not enter into investments for trading or speculative purposes. The Credit Facility allowed us to borrow up to $200.0 million as of April 30, 2023, but there were no amounts outstanding thereunder. The effect of a hypothetical 10% change in interest rates would not have had a material impact on our condensed consolidated financial statements for the three months ended April 30, 2023.
Foreign Currency Exchange Risk
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 translation of revenue and expenses is based upon average monthly rates. Translation adjustments are recorded as a component of accumulated other comprehensive income, and transaction gains and losses are recorded in other income (expense), net on our condensed consolidated financial statements. The estimated translation impact to our condensed consolidated financial statements of a hypothetical 10% change in foreign currency exchange rates would amount to $14.8 million for the three months ended April 30, 2023. During the three months ended April 30, 2023, approximately 58% of our revenues and approximately 35% of our expenses were denominated in non-U.S. dollar currencies. For the three months ended April 30, 2023 we recognized net foreign currency transaction losses of $0.8 million.
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Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Our disclosure controls and procedures are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. In addition, they are designed to ensure that such information is accumulated and communicated to our management, including our Co-Chief Executive Officers ("Co-CEOs") and Chief Financial Officer ("CFO") as appropriate to allow timely decisions regarding required disclosure.
Pursuant to in Rules 13(a)-13(e) and 15(d)-15(e) under the Exchange Act, our management, with the participation of our Co-CEOs and CFO, performed an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on such evaluation, our Co-CEOs and CFO concluded that our disclosure controls and procedures were effective at a reasonable assurance level as of April 30, 2023.
Changes in Internal Control Over Financial Reporting
During the three months ended April 30, 2023, no change in internal control over financial reporting was identified in connection with the evaluation required by Rule 13a-15(d) and Rule 15d-15(d) of the Exchange Act that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Limitations on Effectiveness of Controls and Procedures
Our management, including our Co-CEOs and CFO, believes that our disclosure controls and procedures and internal control over financial reporting are designed to provide reasonable assurance of achieving their objectives and are effective at a reasonable assurance level. However, any control system, no matter how well designed and operated, can only provide reasonable, not absolute, assurance that its objectives will be met. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures and internal control over financial reporting, including resource constraints, errors in judgment, and the possibility that controls and procedures will be circumvented by collusion, by management override, or by mistake. Additionally, the design of any control system is based in part on management assumptions about the likelihood of future events, and there can be no assurance that the system will succeed in achieving its objectives under all potential future scenarios. As a result of these limitations, our management does not expect that our disclosure controls and procedures and internal control over financial reporting will prevent all potential errors or fraud or detect all potential misstatements due to error or fraud.
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PART II—OTHER INFORMATION
Item 1. Legal Proceedings.
Refer to Note 11, Commitments and Contingencies—Litigation, to the condensed consolidated financial statements included in this Quarterly Report on Form 10-Q for a description of current legal proceedings, if any.
Item 1A. Risk Factors.
Our operations and financial results are subject to various risks and uncertainties, some of which are beyond our control. In addition to the other information set forth in this Quarterly Report on Form 10-Q, you should carefully consider the risks discussed in the 2023 Form 10-K, including the disclosure under Part I, Item 1A, "Risk Factors,” which are risks we believe could materially affect our business, financial condition and future results. These are not the only risks we face. Other risks and uncertainties we are not currently aware of or that we currently consider immaterial also may materially adversely affect our business, financial condition and future results. Risks we have identified but currently consider immaterial could still materially adversely affect our business, financial condition and future results if our assumptions about those risks are incorrect or if circumstances change.
There have been no material changes to the risk factors previously disclosed in Part I, Item 1A of the 2023 Form 10-K.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
Recent Sales of Unregistered Equity Securities
On February 10, 2023, we issued 281,000 shares of our Class A common stock to a charitable donor-advised fund for no consideration in connection with our Pledge 1% commitment.
The foregoing transaction did not involve any underwriters, underwriting discounts or commissions, or any public offering. To the extent the issuance of the shares of Class A common stock constituted a sale of securities under federal securities law, such issuance was also made in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act.
Use of Proceeds from Initial Public Offering of Class A Common Stock
In April 2021, we completed our IPO, in which we issued and sold 13.0 million shares of our Class A common stock, including 3.6 million shares pursuant to the exercise in full of the underwriters’ option to purchase additional shares, and the selling stockholders sold an additional 14.5 million shares, at a public offering price of $56.00 per share, resulting in net proceeds to us of $687.9 million after deducting underwriting discounts and commissions and offering expenses. We did not receive any proceeds from the sale of shares by the selling stockholders. All of the shares issued and sold in the IPO were registered under the Securities Act pursuant to a registration statement on Form S-1 (File No. 333-254738), which was declared effective by the SEC on April 20, 2021. There has been no material change in the planned uses of proceeds from our IPO from those disclosed in the 2023 Form 10-K.
Issuer Purchase of Equity Securities
None.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not applicable.
Item 5. Other Information.
None.
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Item 6. Exhibits.
| Exhibit Number | Description | |||||||
| 101.SCH | XBRL Taxonomy Extension Schema Document | |||||||
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document | |||||||
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document | |||||||
| 101.LAB | XBRL Taxonomy Extension Label Linkbase Document | |||||||
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document | |||||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | |||||||
| † | Indicates management contract or compensatory plan. | |||||||
| ** | Certain information contained in this agreement has been omitted because it is the type that the registrant treats as private or confidential and/or is not material. | |||||||
| ^ | The certification furnished in Exhibit 32.1 hereto is deemed to accompany this Quarterly Report on Form 10-Q and is not deemed "filed" for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act, irrespective of any general incorporation language contained in such filing. | |||||||
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| UiPath, Inc. | ||||||||
| Date: June 2, 2023 | By: | /s/ Ashim Gupta | ||||||
| Ashim Gupta | ||||||||
Chief Financial Officer (Principal Financial Officer) | ||||||||
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