Form 10-Q UiPath, Inc. For: Apr 30

June 9, 2021 4:15 PM EDT

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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, 2021

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.)

90 Park Ave, 20th Floor

New York, New York

10016

(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 June 7, 2021, the registrant had 426,378,224 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

PART I.

FINANCIAL INFORMATION

 

Item 1.

Condensed Consolidated Financial Statements (Unaudited)

1

 

Condensed Consolidated Balance Sheets

1

 

Condensed Consolidated Statements of Operations

2

 

Condensed Consolidated Statements of Comprehensive Income (Loss)

3

 

Condensed Consolidated Statements of Convertible Preferred Stock and Stockholders’ Equity (Deficit)

4

 

Condensed Consolidated Statements of Cash Flows

5

 

Notes to Condensed Consolidated Financial Statements (Unaudited)

6

Item 2.

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

26

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

40

Item 4.

Controls and Procedures

41

PART II.

OTHER INFORMATION

 

Item 1.

Legal Proceedings

42

Item 1A.

Risk Factors

42

Item 2.

Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchase of Equity Securities

76

Item 3.

Defaults Upon Senior Securities

77

Item 4.

Mine Safety Disclosures

77

Item 5.

Other Information

77

Item 6.

Exhibits

78

Signatures

79

 

 

 


 

 

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, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act, about us and our industry that involve substantial risks and uncertainties. All statements other than statements of historical facts 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, you can identify forward-looking statements because they contain words such as “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “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, or 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 by our existing customers;

 

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 maintain and enhance our brand;

 

our growth strategies, including any further expansion into the top 25 countries as measured by gross domestic product;

 

the estimated addressable market opportunity for our platform and automation generally;

 

our reliance on key personnel and our ability to attract and retain highly-qualified personnel;

 

our ability to obtain, maintain, protect, and enforce our intellectual property rights and any costs associated therewith;

 

the effect of global events, such as COVID-19 or other public health crises, 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.

You should not rely on forward-looking statements as predictions of future events. We have based the forward-looking statements contained in this Quarterly Report on Form 10-Q primarily 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 described in the section titled “Risk Factors” and elsewhere in this Quarterly Report on Form 10-Q. 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. These statements are based on information available to us as of the date of this Quarterly Report on Form 10-Q. While we believe that 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. These 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. We may not actually achieve the plans, intentions, or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking

 


 

statements. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures, or investments.

 


 

 

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, 2021

 

 

January 31, 2021

 

ASSETS

 

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

1,796,267

 

 

$

357,690

 

Restricted cash, current

 

 

13,500

 

 

 

7,000

 

Marketable securities

 

 

83,263

 

 

 

102,828

 

Accounts receivable, net of allowance for doubtful accounts of $2,137 and $2,879, respectively

 

 

136,520

 

 

 

172,286

 

Contract assets, current

 

 

35,058

 

 

 

34,221

 

Deferred contract acquisition costs, current

 

 

13,624

 

 

 

10,653

 

Prepaid expenses and other current assets

 

 

41,672

 

 

 

49,752

 

Total current assets

 

 

2,119,904

 

 

 

734,430

 

Restricted cash, non-current

 

 

 

 

 

6,500

 

Contract assets, non-current

 

 

9,136

 

 

 

2,085

 

Deferred contract acquisition costs, non-current

 

 

44,618

 

 

 

32,553

 

Property and equipment, net

 

 

15,149

 

 

 

14,822

 

Operating lease right-of-use assets

 

 

16,490

 

 

 

17,260

 

Intangible assets, net

 

 

20,423

 

 

 

10,191

 

Goodwill

 

 

58,478

 

 

 

28,059

 

Deferred tax asset, non-current

 

 

7,836

 

 

 

8,118

 

Other assets, non-current

 

 

14,536

 

 

 

12,443

 

Total assets

 

$

2,306,570

 

 

$

866,461

 

LIABILITIES, CONVERTIBLE PREFERRED STOCK, AND STOCKHOLDERS' EQUITY (DEFICIT)

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

 

Accounts payable

 

$

5,642

 

 

$

6,682

 

Accrued expenses and other current liabilities

 

 

51,057

 

 

 

36,660

 

Accrued compensation and employee benefits

 

 

49,802

 

 

 

110,736

 

Deferred revenues, current

 

 

222,089

 

 

 

211,078

 

Total current liabilities

 

 

328,590

 

 

 

365,156

 

Deferred revenues, non-current

 

 

55,224

 

 

 

61,325

 

Operating lease liabilities, non-current

 

 

12,968

 

 

 

14,152

 

Other liabilities, non-current

 

 

10,247

 

 

 

7,564

 

Total liabilities

 

 

407,029

 

 

 

448,197

 

Commitments and contingencies (Note 11)

 

 

 

 

 

 

 

 

Convertible preferred stock, $0.00001 par value per share, 0 and 297,973 shares authorized as of April 30, 2021 and January 31, 2021, respectively; 0 and 294,257 shares issued and outstanding as of April 30, 2021 and January 31, 2021, respectively

 

 

 

 

 

1,221,968

 

Stockholders' equity (deficit)

 

 

 

 

 

 

 

 

Preferred stock, $0.00001 par value per share, 20,000 and 0 and shares authorized as of April 30, 2021 and January 31, 2021, respectively; 0 shares issued and outstanding as of April 30, 2021 and January 31, 2021

 

 

 

 

 

 

Class A common stock, $0.00001 par value per share, 2,000,000 and 581,000 shares authorized as of April 30, 2021 and January 31, 2021, respectively; 425,326 and 75,177 shares issued and outstanding as of April 30, 2021 and January 31, 2021, respectively

 

 

4

 

 

 

1

 

Class B common stock, $0.00001 par value per share, 115,741 shares authorized as of April 30, 2021 and January 31, 2021; 82,453 and 110,653 shares issued and outstanding as of April 30, 2021 and January 31, 2021, respectively

 

 

1

 

 

 

1

 

Additional paid-in capital

 

 

3,117,853

 

 

 

179,175

 

Accumulated other comprehensive loss

 

 

(8,294

)

 

 

(12,521

)

Accumulated deficit

 

 

(1,210,023

)

 

 

(970,360

)

Total stockholders’ equity (deficit)

 

 

1,899,541

 

 

 

(803,704

)

Total liabilities, convertible preferred stock, and stockholders’ equity (deficit)

 

$

2,306,570

 

 

$

866,461

 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

1


 

UiPath, Inc.

Condensed Consolidated Statements of Operations

Amounts in thousands except per share data

(unaudited)

 

 

 

Three Months Ended April 30,

 

 

 

2021

 

 

2020

 

Revenue

 

 

 

 

 

 

 

 

Licenses

 

$

100,216

 

 

$

63,759

 

Maintenance and support

 

 

77,642

 

 

 

43,196

 

Services and other

 

 

8,359

 

 

 

6,148

 

Total revenue

 

 

186,217

 

 

 

113,103

 

Cost of revenue

 

 

 

 

 

 

 

 

Licenses

 

 

2,454

 

 

 

1,417

 

Maintenance and support

 

 

14,179

 

 

 

5,543

 

Services and other

 

 

32,377

 

 

 

6,678

 

Total cost of revenue

 

 

49,010

 

 

 

13,638

 

Gross profit

 

 

137,207

 

 

 

99,465

 

Operating expenses

 

 

 

 

 

 

 

 

Sales and marketing

 

 

205,751

 

 

 

90,931

 

Research and development

 

 

93,040

 

 

 

26,729

 

General and administrative

 

 

74,415

 

 

 

26,676

 

Total operating expenses

 

 

373,206

 

 

 

144,336

 

Operating loss

 

 

(235,999

)

 

 

(44,871

)

Interest income

 

 

941

 

 

 

530

 

Other expense, net

 

 

(3,218

)

 

 

(7,837

)

Loss before income taxes

 

 

(238,276

)

 

 

(52,178

)

Provision for income taxes

 

 

1,387

 

 

 

662

 

Net loss

 

$

(239,663

)

 

$

(52,840

)

Net loss per share attributable to common stockholders, basic and diluted

 

$

(1.11

)

 

$

(0.33

)

Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted

 

 

215,352

 

 

 

159,003

 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.


2


 

 

UiPath, Inc.

Condensed Consolidated Statements of Comprehensive Income (Loss)

Amounts in thousands

(unaudited)

 

 

 

Three Months Ended April 30,

 

 

 

2021

 

 

2020

 

 

 

 

 

 

 

 

 

 

Net loss

 

$

(239,663

)

 

$

(52,840

)

Other comprehensive income (loss), net of tax:

 

 

 

 

 

 

 

 

Unrealized loss on available-for-sale marketable securities, net

 

 

(27

)

 

 

 

Foreign currency translation adjustments

 

 

4,254

 

 

 

8,313

 

Other comprehensive income, net

 

 

4,227

 

 

 

8,313

 

Comprehensive loss

 

$

(235,436

)

 

$

(44,527

)

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

3


 

 

UiPath, Inc.

Condensed Consolidated Statements of Convertible Preferred Stock and Stockholders’ Equity (Deficit)

Amounts in thousands

(unaudited)

 

 

Three Months Ended April 30, 2021

 

 

 

Convertible Preferred

Stock

 

 

 

Common Stock

 

 

 

Additional

Paid-in

Capital

 

 

Accumulated Other Comprehensive Income (Loss)

 

 

Accumulated

Deficit

 

 

Total

Stockholders’

(Deficit) Equity

 

 

 

 

 

 

 

Class A

 

 

Class B

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shares

 

 

Amount

 

 

 

Shares

 

 

Amount

 

 

Shares

 

 

Amount

 

 

 

Amount

 

 

Amount

 

 

Amount

 

 

Amount

 

Balance as of January 31, 2021

 

 

294,257

 

 

$

1,221,968

 

 

 

 

75,177

 

 

$

1

 

 

 

110,653

 

 

$

1

 

 

 

$

179,175

 

 

$

(12,521

)

 

$

(970,360

)

 

$

(803,704

)

Issuance of convertible preferred stock, net of issuance costs

 

 

12,043

 

 

 

749,836

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Conversion of convertible preferred stock to common stock upon initial public offering

 

 

(306,300

)

 

 

(1,971,804

)

 

 

 

306,300

 

 

 

3

 

 

 

 

 

 

 

 

 

 

1,971,801

 

 

 

 

 

 

 

 

 

1,971,804

 

Issuance of common stock upon initial public offering, net of underwriting discounts and commissions and other issuance costs

 

 

 

 

 

 

 

 

 

13,000

 

 

 

 

 

 

 

 

 

 

 

 

 

687,903

 

 

 

 

 

 

 

 

 

687,903

 

Conversion of shares of Class B common stock into shares of Class A common stock

 

 

 

 

 

 

 

 

 

28,200

 

 

 

 

 

 

(28,200

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shares issued as consideration for business acquisition

 

 

 

 

 

 

 

 

 

543

 

 

 

 

 

 

 

 

 

 

 

 

 

30,446

 

 

 

 

 

 

 

 

 

30,446

 

Issuance of common stock upon exercise of stock options

 

 

 

 

 

 

 

 

 

1,881

 

 

 

 

 

 

 

 

 

 

 

 

 

3,114

 

 

 

 

 

 

 

 

 

3,114

 

Vesting of early exercised stock options

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,646

 

 

 

 

 

 

 

 

 

1,646

 

Issuance of common stock upon settlement of restricted stock units

 

 

 

 

 

 

 

 

 

389

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Tax withholdings on settlement of restricted stock units

 

 

 

 

 

 

 

 

 

(164

)

 

 

 

 

 

 

 

 

 

 

 

 

(9,218

)

 

 

 

 

 

 

 

 

(9,218

)

Stock-based compensation expense

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

252,986

 

 

 

 

 

 

 

 

 

252,986

 

Other comprehensive income, net of tax

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

4,227

 

 

 

 

 

 

4,227

 

Net loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(239,663

)

 

 

(239,663

)

Balance as of April 30, 2021

 

 

 

 

$

 

 

 

 

425,326

 

 

$

4

 

 

 

82,453

 

 

$

1

 

 

 

$

3,117,853

 

 

$

(8,294

)

 

$

(1,210,023

)

 

$

1,899,541

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended April 30, 2020

 

 

 

Convertible Preferred

Stock

 

 

 

Common Stock

 

 

 

Additional

Paid-in

Capital

 

 

Accumulated Other Comprehensive Income

 

 

Accumulated

Deficit

 

 

Total

Stockholders’

Deficit

 

 

 

 

 

 

 

Class A

 

 

Class B

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shares

 

 

Amount

 

 

 

Shares

 

 

Amount

 

 

Shares

 

 

Amount

 

 

 

Amount

 

 

Amount

 

 

Amount

 

 

Amount

 

Balance as of January 31, 2020

 

 

282,108

 

 

$

996,389

 

 

 

 

41,883

 

 

$

 

 

 

115,741

 

 

$

1

 

 

 

$

72,229

 

 

$

6,226

 

 

$

(877,967

)

 

$

(799,511

)

Issuance of common stock upon exercise of stock options

 

 

 

 

 

 

 

 

 

2,166

 

 

 

 

 

 

 

 

 

 

 

 

 

536

 

 

 

 

 

 

 

 

 

536

 

Compensation expense related to secondary transactions

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

35

 

 

 

 

 

 

 

 

 

35

 

Stock-based compensation expense

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

8,166

 

 

 

 

 

 

 

 

 

8,166

 

Other comprehensive income, net of tax

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

8,313

 

 

 

 

 

 

8,313

 

Net loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(52,840

)

 

 

(52,840

)

Balance as of April 30, 2020

 

 

282,108

 

 

$

996,389

 

 

 

 

44,049

 

 

$

 

 

 

115,741

 

 

$

1

 

 

 

$

80,966

 

 

$

14,539

 

 

$

(930,807

)

 

$

(835,301

)

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

4


 

 

UiPath, Inc.

Condensed Consolidated Statements of Cash Flows

Amounts in thousands

(unaudited)

 

 

 

Three Months Ended April 30,

 

 

 

2021

 

 

2020

 

Cash flows from operating activities

 

 

 

 

 

 

 

 

Net loss

 

$

(239,663

)

 

$

(52,840

)

Adjustments to reconcile net loss to net cash used in operating activities:

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

3,172

 

 

 

3,147

 

Amortization of deferred contract acquisition costs

 

 

4,920

 

 

 

8,006

 

Amortization of deferred loan cost

 

 

66

 

 

 

 

Net amortization of premium on marketable securities

 

 

558

 

 

 

 

Stock-based compensation expense

 

 

250,835

 

 

 

8,201

 

Non-cash operating lease costs

 

 

1,734

 

 

 

1,879

 

(Benefit from) provision for bad debt

 

 

(709

)

 

 

29

 

Deferred income taxes

 

 

21

 

 

 

(52

)

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

Accounts receivable

 

 

35,973

 

 

 

9,769

 

Contract assets

 

 

(8,148

)

 

 

(4,781

)

Deferred contract acquisition costs

 

 

(20,205

)

 

 

(5,782

)

Prepaid expenses and other assets

 

 

7,666

 

 

 

1,109

 

Accounts payable

 

 

(528

)

 

 

4,251

 

Accrued expense and other liabilities

 

 

4,573

 

 

 

(1,646

)

Accrued compensation and employee benefits

 

 

(60,433

)

 

 

(8,340

)

Operating lease liabilities, net

 

 

(1,807

)

 

 

(1,894

)

Deferred revenue

 

 

4,453

 

 

 

14,812

 

Net cash used in operating activities

 

 

(17,522

)

 

 

(24,132

)

Cash flows from investing activities

 

 

 

 

 

 

 

 

Purchases of marketable securities

 

 

(94,157

)

 

 

 

Sales of marketable securities

 

 

89,383

 

 

 

 

Maturities of marketable securities

 

 

23,755

 

 

 

 

Purchases of property and equipment

 

 

(2,200

)

 

 

(460

)

Capitalization of software development costs

 

 

(410

)

 

 

 

Payment related to business acquisition, net of cash acquired

 

 

(5,498

)

 

 

 

Net cash provided by (used in) investing activities

 

 

10,873

 

 

 

(460

)

Cash flows from financing activities

 

 

 

 

 

 

 

 

Proceeds from initial public offering, net of underwriting discounts and commissions

 

 

692,369

 

 

 

 

Payments of initial public offering costs

 

 

(2,406

)

 

 

 

Proceeds from issuance of convertible preferred stock

 

 

750,000

 

 

 

 

Payments of issuance costs for convertible preferred stock

 

 

(164

)

 

 

 

Proceeds from exercise of stock options

 

 

3,114

 

 

 

536

 

Proceeds from credit facility

 

 

 

 

 

78,828

 

Net cash provided by financing activities

 

 

1,442,913

 

 

 

79,364

 

Effect of exchange rate changes

 

 

2,313

 

 

 

7,955

 

Net increase in cash, cash equivalents and restricted cash

 

 

1,438,577

 

 

 

62,727

 

Cash, cash equivalents and restricted cash - beginning of period

 

 

371,190

 

 

 

234,131

 

Cash, cash equivalents and restricted cash - end of period

 

$

1,809,767

 

 

$

296,858

 

Supplemental disclosure of cash flow information

 

 

 

 

 

 

 

 

Cash paid for interest

 

$

214

 

 

$

368

 

Cash paid for income taxes

 

 

3,076

 

 

 

455

 

Supplemental disclosure of non-cash investing and financing activities

 

 

 

 

 

 

 

 

Stock-based compensation capitalized for software development

 

$

2,151

 

 

$

 

Value of shares issued in payment of business acquisition

 

 

30,446

 

 

 

 

Deferred offering costs, accrued but not yet paid

 

 

1,328

 

 

 

 

Reduction in accrued expenses and other liabilities for vesting of early exercised stock options

 

 

1,646

 

 

 

 

Tax withholdings on net settlement of restricted stock units, accrued but not yet paid

 

 

9,218

 

 

 

 

Deferred payments related to business acquisitions

 

 

 

 

 

18,269

 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

 

5


 

 

UiPath, Inc.

Notes to Condensed Consolidated Financial Statements

(unaudited)

 

 

1.  Organization and Description of Business

Description of Business

UiPath, Inc. (the “Company,” “we,” “us,” or “our”) was incorporated in Delaware in June 2015 and is headquartered in New York. We offer an end-to-end automation platform which provides a range of robotic process automation (“RPA”) solutions via a suite of interrelated software offerings (the “RPA Software”), including:

 

UiPath Studio (“Studio”) – Studio is an easy to use, drag-and-drop development platform designed for RPA developers looking to build complex process automations with built-in governance capabilities. Studio features robust debugging tools, application programming interface (“API”) automation, wizards to automate desktop or web applications, the ability to leverage custom code, and a simple way to integrate machine learning models into production workflows.

 

UiPath Robots (“Robots”) – Robots emulate human behavior to execute the processes built in Studio. Robots can work unattended (without human supervision in any environment, virtual or not) or attended (with a human triggering the process).

 

UiPath Orchestrator (“Orchestrator”) – Orchestrator tracks and logs Robot activity, along with what people do in tandem, to maintain strict compliance and governance through dashboards and visualization tools. Orchestrator enables seamless integration with our marketplace, which is UiPath’s database of vetted, pre-built, and reusable automation activities and components, software, and third-party products, giving users the opportunity to leverage our global RPA community and deploy automations across cloud, on-premises, and hybrid environments.

We provide our offerings by selling a software license to customers, which allows customers to use the RPA Software on their own hardware (i.e., term and perpetual licenses) or in the cloud. Additionally, we offer maintenance and support, training, and implementation services to our customers to facilitate their adoption of the RPA Software.

We have legal presence in 29 countries, with our principal operations in the United States, Romania, and Japan.

Initial Public Offering

On April 23, 2021, we completed our initial public offering (“IPO”), in which we issued and sold 13.0 million shares of our Class A common stock at a public offering price of $56.00 per share, including 3.6 million shares of Class A common stock pursuant to the exercise in full of the underwriters’ option to purchase additional shares. We received net proceeds of $692.4 million after deducting underwriting discounts and commissions of $35.6 million. In addition, the selling stockholders, named in our final prospectus that forms a part of the Registration Statement on Form S-1 (File No. 333-254738) for the IPO filed with the Securities and Exchange Commission (“SEC”) pursuant to Rule 424(b)(4) on April 21, 2021 (the “Final Prospectus”), sold an additional 14.5 million shares, for which we did not receive any proceeds. In connection with the IPO, all shares of convertible preferred stock then outstanding automatically converted into an aggregate of 306.3 million shares of Class A common stock.

Prior to the IPO, deferred offering costs, which consisted primarily of accounting, legal and other fees related to the IPO, were capitalized within other assets, non-current in the condensed consolidated balance sheets. Upon the consummation of the IPO, $4.5 million of deferred offering costs were reclassified into stockholders’ equity as an offset to IPO proceeds. As of January 31, 2021, $1.5 million of deferred offering costs were included within other assets, non-current in the condensed consolidated balance sheet. As of April 30, 2021, $1.3 million in deferred offering costs associated with the IPO had not yet been paid.

2.  Summary of Significant Accounting Policies

The Company’s significant accounting policies are discussed in Note 2, Summary of Significant Accounting Policies, in the Notes to Consolidated Financial Statements in the Final Prospectus. There have been no significant changes to these policies during the three months ended April 30, 2021.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and applicable regulations of the SEC

6


UiPath, Inc.

Notes to Condensed Consolidated Financial Statements (Continued)

(unaudited)

 

regarding interim financial reporting, and include the financial statements of UiPath, Inc. and its wholly owned subsidiar