December 9, 2024 - 10-Q: Quarterly report pursuant to Section 13 or 15(d)

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 October 31, 2024


☐			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 December 4, 2024, the registrant had 467,146,181 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.	Financial Statements (Unaudited)	1
	Condensed Consolidated Balance Sheets	1
	Condensed Consolidated Statements of Operations	2
	Condensed Consolidated Statements of Comprehensive Loss	3
	Condensed Consolidated Statements of Stockholders’ Equity	4
	Condensed Consolidated Statements of Cash Flows	6
	Notes to Condensed Consolidated Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	24
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	40
Item 4.	Controls and Procedures	41

PART II.	OTHER INFORMATION
Item 1.	Legal Proceedings	43
Item 1A.	Risk Factors	43
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	45
Item 3.	Defaults Upon Senior Securities	45
Item 4.	Mine Safety Disclosures	45
Item 5.	Other Information	46
Item 6.	Exhibits	47
Signatures		48

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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 revenue, annualized renewal run-rate ("ARR"), expenses, and other operating results;

•our ability to effectively manage our growth and achieve or sustain profitability;

•our ability to acquire new customers and successfully retain existing customers;

•the ability of the UiPath Platform™ to satisfy and adapt to customer demands and our ability to increase its adoption;

•our ability to grow our platform and release new functionality in a timely manner;

•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 significant events with macroeconomic impacts, including but not limited to military conflicts and other changes in geopolitical relationships and inflationary cost trends, on our business, industry, and the global economy;

•our reliance on third-party providers of cloud-based infrastructure;

•our ability to compete effectively with existing competitors and new market entrants, including new, potentially disruptive technologies;

•the size and growth rates of the markets in which we compete; and

•the price volatility of our Class A common stock.

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 described in the section titled "Risk Factors" and elsewhere in this Quarterly Report on Form 10-Q, and in the section titled "Risk Factors" and elsewhere in our Annual Report on Form 10-K for the fiscal year ended January 31, 2024 filed with the Securities and Exchange Commission ("SEC") on March 27, 2024 (the "2024 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.

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PART I—FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited).

UiPath, Inc.

Condensed Consolidated Balance Sheets

Amounts in thousands except per share data

(unaudited)


	As of
	October 31, 2024		January 31, 2024
ASSETS
Current assets
Cash and cash equivalents	$	773,630	$	1,061,678
Restricted cash	438		438
Marketable securities	795,411		818,145
Accounts receivable, net of allowance for credit losses of $2,238 and $1,119, respectively	336,137		436,296
Contract assets	109,918		84,197
Deferred contract acquisition costs	79,644		74,678
Prepaid expenses and other current assets	81,300		104,980
Total current assets	2,176,478		2,580,412
Marketable securities, non-current	34,397		—
Contract assets, non-current	12,618		6,214
Deferred contract acquisition costs, non-current	145,968		154,317
Property and equipment, net	25,132		23,982
Operating lease right-of-use assets	69,598		56,072
Intangible assets, net	9,331		14,704
Goodwill	89,864		89,026
Deferred tax assets	27,990		4,678
Other assets, non-current	71,915		25,353
Total assets	$	2,663,291	$	2,954,758
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable	$	18,426	$	3,447
Accrued expenses and other current liabilities	93,883		83,997
Accrued compensation and employee benefits	88,794		137,442
Deferred revenue	494,370		486,805
Total current liabilities	695,473		711,691
Deferred revenue, non-current	149,361		161,027
Operating lease liabilities, non-current	76,798		58,713
Other liabilities, non-current	9,814		7,213
Total liabilities	931,446		938,644
Commitments and contingencies (Note 9)
Stockholders' equity
Preferred stock, $0.00001 par value per share, 20,000 shares authorized; none issued and outstanding	—		—
Class A common stock, $0.00001 par value per share, 2,000,000 shares authorized; 504,084 and 492,660 shares issued; 467,207 and 486,820 shares outstanding, respectively	5		5
Class B common stock, $0.00001 par value per share, 115,741 shares authorized; 82,453 shares issued and outstanding	1		1
Treasury stock, at cost, 36,877 and 5,840 shares, respectively	(486,985)		(102,615)
Additional paid-in capital	4,249,569		4,024,079
Accumulated other comprehensive income	8,924		8,825
Accumulated deficit	(2,039,669)		(1,914,181)
Total stockholders’ equity	1,731,845		2,016,114
Total liabilities and stockholders’ equity	$	2,663,291	$	2,954,758

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

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UiPath, Inc.

Condensed Consolidated Statements of Operations

Amounts in thousands except per share data

(unaudited)


	Three Months Ended October 31,				Nine Months Ended October 31,
	2024		2023		2024		2023
Revenue:
Licenses	$	137,174	$	148,068	$	389,553	$	401,407
Subscription services	206,922		167,529		586,726		473,880
Professional services and other	10,557		10,324		29,739		27,532
Total revenue	354,653		325,921		1,006,018		902,819
Cost of revenue:
Licenses	2,340		2,781		7,334		8,336
Subscription services	43,487		28,647		123,770		78,502
Professional services and other	17,936		18,492		51,304		55,736
Total cost of revenue	63,763		49,920		182,408		142,574
Gross profit	290,890		276,001		823,610		760,245
Operating expenses:
Sales and marketing	187,188		191,282		561,657		521,413
Research and development	96,976		84,514		281,012		246,462
General and administrative	50,090		56,024		177,119		172,185
Total operating expenses	334,254		331,820		1,019,788		940,060
Operating loss	(43,364)		(55,819)		(196,178)		(179,815)
Interest income	10,055		14,483		37,255		41,913
Other income, net	7,810		13,725		26,199		25,491
Loss before income taxes	(25,499)		(27,611)		(132,724)		(112,411)
(Benefit from) provision for income taxes	(14,844)		3,926		(7,236)		11,388
Net loss	$	(10,655)	$	(31,537)	$	(125,488)	$	(123,799)


Net loss per share, basic and diluted	$	(0.02)	$	(0.06)	$	(0.22)	$	(0.22)
Weighted-average shares used in computing net loss per share, basic and diluted	551,036		567,036		562,950		562,651

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

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UiPath, Inc.

Condensed Consolidated Statements of Comprehensive Loss

Amounts in thousands

(unaudited)


	Three Months Ended October 31,				Nine Months Ended October 31,
	2024		2023		2024		2023
Net loss	$	(10,655)	$	(31,537)	$	(125,488)	$	(123,799)
Other comprehensive income (loss), net of tax:
Unrealized (loss) gain on available-for-sale marketable securities, net	(313)		277		(342)		259
Foreign currency translation adjustments	1,132		(8,625)		441		(4,713)
Other comprehensive income (loss), net	819		(8,348)		99		(4,454)
Comprehensive loss	$	(9,836)	$	(39,885)	$	(125,389)	$	(128,253)

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

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UiPath, Inc.

Condensed Consolidated Statements of Stockholders’ Equity

Amounts in thousands

(unaudited)


	Common Stock						Treasury Stock			Additional Paid-in Capital		Accumulated Other Comprehensive Income (Loss)		Accumulated Deficit		Total Stockholders’ Equity
	Class A			Class B
	Shares	Amount		Shares	Amount		Shares	Amount		Amount		Amount		Amount		Amount
Balance as of January 31, 2024	492,660	$	5	82,453	$	1	(5,840)	$	(102,615)	$	4,024,079	$	8,825	$	(1,914,181)	$	2,016,114
Issuance of common stock upon exercise of stock options	1,426	—		—	—		—	—		311		—		—		311

Issuance of common stock upon settlement of restricted stock units	3,843	—		—	—		—	—		—		—		—		—
Tax withholdings on settlement of restricted stock units	(1,317)	—		—	—		—	—		(29,944)		—		—		(29,944)
Charitable donation of Class A common stock	281	—		—	—		—	—		6,564		—		—		6,564
Repurchase of Class A Common Stock	—	—		—	—		(938)	(22,005)		—		—		—		(22,005)
Stock-based compensation	—	—		—	—		—	—		88,785		—		—		88,785
Other comprehensive loss, net	—	—		—	—		—	—		—		(4,085)		—		(4,085)
Net loss	—	—		—	—		—	—		—		—		(28,736)		(28,736)
Balance as of April 30, 2024	496,893	$	5	82,453	$	1	(6,778)	$	(124,620)	$	4,089,795	$	4,740	$	(1,942,917)	$	2,027,004
Issuance of common stock upon exercise of stock options	727	—		—	—		—	—		331		—		—		331
Issuance of common stock upon settlement of restricted stock units	3,970	—		—	—		—	—		—		—		—		—
Vesting of early exercised stock options	—	—		—	—		—	—		1		—		—		1
Tax withholdings on settlement of restricted stock units	(1,293)	—		—	—		—	—		(16,727)		—		—		(16,727)
Repurchase of Class A Common Stock	—	—		—	—		(16,326)	(197,427)		—		—		—		(197,427)
Issuance of common stock under employee stock purchase plan	865	—		—	—		—	—		8,824		—		—		8,824
Stock-based compensation	—	—		—	—		—	—		94,307		—		—		94,307
Other comprehensive income, net	—	—		—	—		—	—		—		3,365		—		3,365
Net loss	—	—		—	—		—	—		—		—		(86,097)		(86,097)
Balance as of July 31, 2024	501,162	$	5	82,453	$	1	(23,104)	$	(322,047)	$	4,176,531	$	8,105	$	(2,029,014)	$	1,833,581
Issuance of common stock upon exercise of stock options	520	—		—	—		—	—		291		—		—		291
Issuance of common stock upon settlement of restricted stock units	3,555	—		—	—		—	—		—		—		—		—
Vesting of early exercised stock options	—	—		—	—		—	—		1		—		—		1
Tax withholdings on settlement of restricted stock units	(1,153)	—		—	—		—	—		(14,744)		—		—		(14,744)
Repurchase of Class A Common Stock	—	—		—	—		(13,773)	(164,938)		—		—		—		(164,938)

Stock-based compensation	—	—		—	—		—	—		87,490		—		—		87,490
Other comprehensive income, net	—	—		—	—		—	—		—		819		—		819
Net loss	—	—		—	—		—	—		—		—		(10,655)		(10,655)
Balance as of October 31, 2024	504,084	$	5	82,453	$	1	(36,877)	$	(486,985)	$	4,249,569	$	8,924	$	(2,039,669)	$	1,731,845

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	Common Stock						Treasury Stock			Additional Paid-in Capital		Accumulated Other Comprehensive Income		Accumulated Deficit		Total Stockholders’ Equity
	Class A			Class B
	Shares	Amount		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 donations 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 Balance as of April 30, 2023	478,122	$	5	82,453	$	1	—	$	—	$	3,801,656	$	10,074	$	(1,856,199)	$	1,955,537
Issuance of common stock upon exercise of stock options	1,824	—		—	—		—	—		2,717		—		—		2,717
Issuance of common stock upon settlement of restricted stock units	5,026	—		—	—		—	—		—		—		—		—
Tax withholdings on settlement of restricted stock units	(1,676)	—		—	—		—	—		(27,420)		—		—		(27,420)
Issuance of common stock under employee stock purchase plan	832	—		—	—		—	—		9,313		—		—		9,313
Stock-based compensation	—	—		—	—		—	—		102,148		—		—		102,148
Other comprehensive income, net	—	—		—	—		—	—		—		1,432		—		1,432
Net loss	—	—		—	—		—	—		—		—		(60,361)		(60,361)
Balance as of Balance as of July 31, 2023	484,128	$	5	82,453	$	1	—	$	—	$	3,888,414	$	11,506	$	(1,916,560)	$	1,983,366
Issuance of common stock upon exercise of stock options	837	—		—	—		—	—		1,516		—		—		1,516
Vesting of early exercised stock options	—	—		—	—		—	—		1		—		—		1
Issuance of common stock upon settlement of restricted stock units	4,639	—		—	—		—	—		—		—		—		—
Tax withholdings on settlement of restricted stock units	(1,583)	—		—	—		—	—		(27,047)		—		—		(27,047)
Repurchase of Class A Common Stock	—	—		—	—		(3,239)	(52,649)		—		—		—		(52,649)
Stock-based compensation	—	—		—	—		—	—		95,911		—		—		95,911
Other comprehensive loss, net	—	—		—	—		—	—		—		(8,348)		—		(8,348)
Net loss	—	—		—	—		—	—		—		—		(31,537)		(31,537)
Balance as of October 31, 2023	488,021	$	5	82,453	$	1	(3,239)	$	(52,649)	$	3,958,795	$	3,158	$	(1,948,097)	$	1,961,213

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

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UiPath, Inc.

Condensed Consolidated Statements of Cash Flows

Amounts in thousands

(unaudited)


	Nine Months Ended October 31,
	2024		2023
Cash flows from operating activities
Net loss	$	(125,488)	$	(123,799)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization	14,017		16,555
Amortization of deferred contract acquisition costs	62,951		52,828
Net amortization on marketable securities	(26,552)		(19,556)
Stock-based compensation expense	270,520		283,025
Charitable donation of Class A common stock	6,564		4,215
Non-cash operating lease expense	11,762		9,663
Provision for deferred income taxes	(20,773)		(1,040)

Other non-cash credits, net	(57)		(4,864)
Changes in operating assets and liabilities:
Accounts receivable	98,062		(1,507)
Contract assets	(32,179)		(14,875)
Deferred contract acquisition costs	(59,657)		(71,727)
Prepaid expenses and other assets	10,228		17,247
Accounts payable	14,954		5,767
Accrued expenses and other liabilities	11,230		22,309
Accrued compensation and employee benefits	(48,587)		(40,590)
Operating lease liabilities, net	(10,750)		(10,296)
Deferred revenue	(1,762)		30,125
Net cash provided by operating activities	174,483		153,480
Cash flows from investing activities
Purchases of marketable securities	(1,162,243)		(1,006,606)

Maturities of marketable securities	1,176,776		576,480
Purchases of property and equipment	(7,531)		(3,558)
Purchases of investments	(35,809)		—
Other investing, net	—		2,754
Net cash used in investing activities	(28,807)		(430,930)
Cash flows from financing activities
Repurchases of Class A common stock	(381,403)		(52,649)
Proceeds from exercise of stock options	934		5,421
Payments of tax withholdings on net settlement of equity awards	(60,483)		(75,495)
Net receipts (payments) of tax withholdings on sell-to-cover equity award transactions	99		(645)
Proceeds from employee stock purchase plan contributions	12,893		14,253
Payment of deferred consideration related to business acquisition	(5,570)		(5,863)

Net cash used in financing activities	(433,530)		(114,978)
Effect of exchange rate changes	(194)		(6,167)
Net decrease in cash, cash equivalents, and restricted cash	(288,048)		(398,595)
Cash, cash equivalents, and restricted cash - beginning of period	1,062,116		1,402,119
Cash, cash equivalents, and restricted cash - end of period	$	774,068	$	1,003,524
Supplemental disclosure of cash flow information
Cash paid for interest	$	309	$	515
Cash paid for income taxes, net	15,698		9,136
Supplemental disclosure of non-cash investing and financing activities


Property and equipment purchases included in accounts payable	454		—
Payable for marketable securities purchase	—		9,747

Tax withholdings on net settlement of restricted stock units, accrued but not yet paid	4,293		6,833

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

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UiPath, Inc.

Notes to Condensed Consolidated Financial Statements

(unaudited)

1. Organization and Description of Business

Description of Business

UiPath, Inc. ("UiPath," the “Company,” “we,” “us,” or “our”) was incorporated in Delaware in June 2015 and is headquartered in New York, New York. Our AI-powered UiPath Platform™ offers a robust set of capabilities that allows our customers to discover opportunities for automation, automate using natural language and 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 2024 Form 10-K. There have been no significant changes to such policies during the nine months ended October 31, 2024.

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, 2024, which are included in the 2024 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 nine months ended October 31, 2024 are not necessarily indicative of the results to be expected for the fiscal year ending January 31, 2025 or for any other future interim or annual period.

Fiscal Year

Our fiscal year ends on January 31. References to fiscal year 2025, for example, refer to the fiscal year ending January 31, 2025.

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, 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.

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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, net in the condensed consolidated statements of operations. For the three months ended October 31, 2024 and 2023, we recognized foreign currency transaction (losses) gains of $(0.3) million and $4.3 million, respectively. For the nine months ended October 31, 2024 and 2023, we recognized foreign currency transaction gains of $1.9 million and $2.9 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 October 31, 2024 and January 31, 2024, 89% and 91%, respectively, of our cash and cash equivalents were concentrated in the U.S., European Union (“EU”) countries, and Japan.

The selection of investments in marketable securities is governed by our investment policy. The policy aims to emphasize principles of safety and liquidity, with the overall objective of earning an attractive rate of return while limiting exposure to risk of loss and avoiding inappropriate concentrations. We use this policy to guide our investment decisions as it stipulates, among other things, a list of eligible investment types, minimum ratings and other restrictions for each type, and overall portfolio composition constraints.

With regard to accounts receivable, we extend differing levels of credit to customers based on creditworthiness, do not require collateral deposits, and maintain reserves for expected credit losses from uncollectible 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 and nine months ended October 31, 2024 and 2023, no single customer accounted for 10% or more of our total revenue. As of October 31, 2024 and January 31, 2024, no single customer accounted for 10% or more of our accounts receivable.

Recently Issued Accounting Pronouncements

In November 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. ASU No. 2023-07 is intended to improve reportable segments disclosures requirements, primarily through enhanced disclosures about significant segment expenses. ASU No. 2023-07 will be effective for us for annual reporting periods beginning after December 15, 2023 and for interim reporting periods within fiscal years beginning after December 15, 2024. We will adopt ASU No. 2023-07 beginning with our Annual Report on Form 10-K for the fiscal year ending January 31, 2025. Although the guidance requires certain additional disclosures, we do not expect the adoption to have a material impact on our condensed consolidated financial statements.

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. ASU No. 2023-09 will require additional tax disclosures, predominantly related to the effective income tax rate reconciliation and income taxes paid. ASU No. 2023-09 will be effective for us for annual periods beginning after December 15, 2024. Early adoption is permitted. We are currently evaluating the impact of this pronouncement on our condensed consolidated financial statements.

In November 2024, the FASB issued ASU No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures. ASU No. 2024-03 requires additional disclosure on specific expense categories included in the expense captions presented on the statements of operations, and may be applied

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UiPath, Inc.

Notes to Condensed Consolidated Financial Statements (Continued)

(unaudited)

prospectively or retrospectively. ASU No. 2024-03 is effective for annual reporting periods beginning after December 15, 2026 and for interim reporting periods beginning after December 15, 2027. Early adoption is permitted. We are currently evaluating the impact of this pronouncement on our condensed consolidated financial statements.

3. Revenue Recognition

Disaggregation of Revenue

The following tables summarize revenue by geographical region (dollars in thousands):


	Three Months Ended October 31,
	2024				2023
	Amount		Percentage of Revenue		Amount		Percentage of Revenue
Americas (1)	$	178,837	50	%	$	174,226	53	%
Europe, Middle East, and Africa	113,031		32	%	93,782		29	%
Asia-Pacific (2)	62,785		18	%	57,913		18	%
Total revenue	$	354,653	100	%	$	325,921	100	%

(1)Revenue from the U.S. represented 46% and 48% of our total revenues for the three months ended October 31, 2024 and 2023, respectively.

(2)Revenue from Japan represented 7% and 7% of our total revenues for the three months ended October 31, 2024 and 2023, respectively.


	Nine Months Ended October 31,
	2024				2023
	Amount		Percentage of Revenue		Amount		Percentage of Revenue
Americas (1)	$	482,539	48	%	$	437,396	48	%
Europe, Middle East, and Africa	315,647		31	%	271,722		30	%
Asia-Pacific (2)	207,832		21	%	193,701		22	%
Total revenue	$	1,006,018	100	%	$	902,819	100	%

(1)Revenue from the U.S. represented 44% and 44% of our total revenues for the nine months ended October 31, 2024 and 2023, respectively.

(2)Revenue from Japan represented 10% and 10% of our total revenues for the nine months ended October 31, 2024 and 2023, respectively.

Deferred Revenue

During the nine months ended October 31, 2024 and 2023, we recognized $421.7 million and $331.1 million of revenue that was included in the deferred revenue balance as of January 31, 2024 and 2023, respectively.

Remaining Performance Obligations

Our remaining performance obligations are comprised of licenses, subscription services, and professional services not yet delivered. As of October 31, 2024, the aggregate amount of the transaction price allocated to remaining performance obligations was $1,127.6 million, which consists of $643.7 million of billed consideration and $483.9 million of unbilled consideration. We expect to recognize 64% 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 $23.6 million and $21.6 million for the three months ended October 31, 2024, and 2023, respectively, and $63.0 million and $52.8 million for the nine months ended October 31, 2024 and 2023,

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UiPath, Inc.

Notes to Condensed Consolidated Financial Statements (Continued)

(unaudited)

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 October 31, 2024
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value
Commercial paper	$	41,864	$	18	$	—	$	41,882
Treasury bills and U.S. government securities	674,654		—		(526)		674,128
Corporate bonds	108,606		76		—		108,682

Yankee bonds	4,677		—		(11)		4,666
Agency bonds	450		—		—		450
Total marketable securities	$	830,251	$	94	$	(537)	$	829,808


	As of January 31, 2024
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value

Treasury bills and U.S. government securities	641,263		29		(100)		641,192
Corporate bonds	1,993		—		(2)		1,991

Agency bonds	174,990		—		(28)		174,962
Total marketable securities	$	818,246	$	29	$	(130)	$	818,145

As of October 31, 2024 and January 31, 2024, $34.4 million and none, respectively, of our marketable securities had remaining contractual maturities of one year or more.

As of October 31, 2024 and January 31, 2024, $2.1 million and $3.3 million, respectively, 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 October 31, 2024 and January 31, 2024.

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 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.

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UiPath, Inc.

Notes to Condensed Consolidated Financial Statements (Continued)

(unaudited)

5. Fair Value Measurement

The following tables present the fair value hierarchy of our financial assets measured at fair value on a recurring basis as of October 31, 2024 and January 31, 2024 (in thousands):


	As of October 31, 2024
	Level 1		Level 2		Level 3		Total

Money market	$	297,093	$	—	$	—	$	297,093



Total cash equivalents	297,093		—		—		297,093
Commercial paper	—		41,882		—		41,882
Treasury bills and U.S. government securities	674,128		—		—		674,128
Corporate bonds	—		108,682		—		108,682

Yankee bonds	—		4,666		—		4,666
Agency bonds	450		—		—		450
Total marketable securities	674,578		155,230		—		829,808
Other investments carried at fair value	—		—		12,252		12,252
Total	$	971,671	$	155,230	$	12,252	$	1,139,153


	As of January 31, 2024
	Level 1		Level 2		Level 3		Total

Money market	$	509,053	$	—	$	—	$	509,053

Total cash equivalents	509,053		—		—		509,053

Treasury bills and U.S. government securities	641,192		—		—		641,192
Corporate bonds	—		1,991		—		1,991

Agency bonds	174,962		—		—		174,962
Total marketable securities	816,154		1,991		—		818,145
Total	$	1,325,207	$	1,991	$	—	$	1,327,198

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, Yankee bonds, and corporate 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. Other investments carried at fair value, which consist of convertible bonds of private company H.AI (the "H company") purchased during the nine months ended October 31, 2024, are classified as Level 3 because their valuation relies on significant unobservable inputs. None of our financial instruments were classified in the Level 3 category as of January 31, 2024.

6. Intangible Assets and Goodwill

Intangible Assets, Net

Acquired intangible assets, net consisted of the following as of October 31, 2024 (dollars in thousands):


	Intangible Assets, Gross		Accumulated Amortization		Intangible Assets, Net		Weighted-Average Remaining Useful Life (years)
Developed technology	$	29,061	$	(21,260)	$	7,801	2.4
Customer relationships	8,338		(7,503)		835		0.8
Trade names and trademarks	271		(271)		—		0.0
Other intangibles	1,231		(536)		695		6.6
Total	$	38,901	$	(29,570)	$	9,331

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UiPath, Inc.

Notes to Condensed Consolidated Financial Statements (Continued)

(unaudited)

Acquired intangible assets, net consisted of the following as of January 31, 2024 (dollars in thousands):


	Intangible Assets, Gross		Accumulated Amortization		Intangible Assets, Net		Weighted-Average Remaining Useful Life (years)
Developed technology	$	28,807	$	(16,881)	$	11,926	2.8
Customer relationships	8,266		(6,306)		1,960		1.3
Trade names and trademarks	272		(266)		6		0.2
Other intangibles	1,231		(419)		812		7.0
Total	$	38,576	$	(23,872)	$	14,704

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 was $1.7 million and $2.1 million for the three months ended October 31, 2024 and 2023, respectively, and $5.5 million and $6.4 million for the nine months ended October 31, 2024 and 2023, respectively.

Expected future amortization expense related to intangible assets was as follows as of October 31, 2024 (in thousands):


	Amount
Remainder of year ending January 31, 2025	$	1,186
Year ending January 31,
2026	4,163
2027	2,494
2028	1,186
2029	101
Thereafter	201
Total	$	9,331

Goodwill

Changes in the carrying amount of goodwill during the nine months ended October 31, 2024 were as follows (in thousands):


	Carrying Amount
Balance as of January 31, 2024	$	89,026

Effect of foreign currency translation	838
Balance as of October 31, 2024	$	89,864

7. Operating Leases

Our operating leases consist of real estate and vehicles and have remaining lease terms of one year to 13 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.

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UiPath, Inc.

Notes to Condensed Consolidated Financial Statements (Continued)

(unaudited)

Lease costs are presented below (in thousands):


	Three Months Ended October 31,				Nine Months Ended October 31,
	2024		2023		2024		2023
Operating lease cost	$	4,200	$	3,364	$	11,762	$	9,663
Short-term lease cost	952		1,225		3,099		3,845
Variable lease cost	542		493		1,476		1,639
Sublease income (1)	—		(426)		—		(1,491)
Total	$	5,694	$	4,656	$	16,337	$	13,656

(1) Included in other income, 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
	October 31, 2024		January 31, 2024
Weighted-average remaining lease term (years)	10.2		10.7
Weighted-average discount rate	7.7	%	7.1	%

Future undiscounted lease payments for our operating lease liabilities as of October 31, 2024 were as follows (in thousands):


	Amount
Remainder of year ending January 31, 2025	$	4,196
Year ending January 31,
2026	9,525
2027	14,589
2028	13,192
2029	9,792
Thereafter	65,690
Total operating lease payments	116,984
Less: imputed interest	(35,384)
Total operating lease liabilities	$	81,600

As of October 31, 2024, we had non-cancellable commitments in the amount of $0.5 million related to operating leases of real estate facilities that have not yet commenced.

Current operating lease liabilities of $4.8 million and $8.4 million were included in accrued expenses and other current liabilities on our condensed consolidated balance sheets as of October 31, 2024 and January 31, 2024, respectively.

Supplemental cash flow information related to leases for the three and nine months ended October 31, 2024 and 2023 was as follows (in thousands):


	Three Months Ended October 31,				Nine Months Ended October 31,
	2024		2023		2024		2023
Cash paid for amounts included in the measurement of operating lease liabilities	$	1,725	$	3,486	$	9,043	$	9,646
Operating lease ROU assets obtained in exchange for new operating lease liabilities	1,014		4,139		20,806		8,820

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UiPath, Inc.

Notes to Condensed Consolidated Financial Statements (Continued)

(unaudited)

8. 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
	October 31, 2024		January 31, 2024
Prepaid expenses and service credits	$	59,226	$	87,781
Other current assets	22,074		17,199
Prepaid expenses and other current assets	$	81,300	$	104,980

Property and Equipment, Net

Property and equipment, net consisted of the following (in thousands):


	As of
	October 31, 2024		January 31, 2024
Computers and equipment	$	24,274	$	23,767
Leasehold improvements	30,486		21,756
Furniture and fixtures	7,122		6,640
Construction in progress	1,888		4,560
Other	646		632
Property and equipment, gross	64,416		57,355
Less: accumulated depreciation	(39,284)		(33,373)
Property and equipment, net	$	25,132	$	23,982

Depreciation expense for the three months ended October 31, 2024 and 2023 was $2.1 million and $2.7 million, respectively. Depreciation expense for the nine months ended October 31, 2024 and 2023 was $6.7 million and $8.5 million, respectively.

Other Assets, Non-Current

As of October 31, 2024 and January 31, 2024, other assets, non-current included

Form: 10-Q

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