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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 October 31, 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: 001-41211

nCino, Inc.
(Exact name of Registrant as specified in its charter)
Delaware87-4154342
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
6770 Parker Farm Drive
Wilmington, North Carolina 28405
(Address of principal executive offices including zip code)

(888) 676-2466
(Registrant’s telephone number, including area code)

Securities Registered Pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common stock, par value $0.0005 per shareNCNOThe Nasdaq Global Select Market

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 o

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 o

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 filerSmaller 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

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: 113,133,108 shares of common stock, $0.0005 par value per share, as of November 24, 2023.



TABLE OF CONTENTS
Page
Item 1.
Item 2.
Item 3.
Item 4.
Item 1.
Item 1A.
Item 2.
Item 3.
Item 4.
Item 5.
Item 6.


CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This report contains forward-looking statements that are based on our beliefs and assumptions and on information currently available to us. Forward-looking statements include information concerning our possible or assumed future results of operations, business strategies and plans, trends, market sizing, competitive position, industry environment, potential growth opportunities and product capabilities, among other things. Forward-looking statements include all statements that are not historical facts and, in some cases, can be identified by terms such as “aim,” “anticipates,” “believes,” “could,” “estimates,” “expects,” “goal,” “intends,” “may,” “plans,” “potential,” “predicts,” “projects,” “seeks,” “should,” “strive,” “will,” “would,” or similar expressions and the negatives of those terms.
Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements, including those described in “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and elsewhere in this report. Given these uncertainties, you should not place undue reliance on these forward-looking statements.
Any forward-looking statement made by us in this report speaks only as of the date on which it is made. Except as required by law, we disclaim any obligation to update these forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future.
As used in this report, the terms “nCino,” the “Company,” “we,” “us,” and “our” mean nCino, Inc. and its subsidiaries unless the context indicates otherwise.
i

PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
nCino, Inc.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share data)
January 31, 2023October 31, 2023
(Unaudited)
Assets
Current assets
Cash and cash equivalents (VIE: $2,019 and $2,555 at January 31, 2023 and October 31, 2023, respectively)
$82,036 $100,475 
Accounts receivable, less allowances of $899 and $2,221 at January 31, 2023 and October 31, 2023, respectively
99,497 62,012 
Costs capitalized to obtain revenue contracts, current portion, net9,386 9,715 
Prepaid expenses and other current assets16,274 18,670 
Total current assets207,193 190,872 
Property and equipment, net84,442 80,557 
Operating lease right-of-use assets, net10,508 8,855 
Costs capitalized to obtain revenue contracts, noncurrent, net18,229 16,293 
Goodwill839,440 838,585 
Intangible assets, net152,825 121,695 
Investments (related party $2,500 at January 31, 2023 and October 31, 2023)
6,531 9,031 
Long-term prepaid expenses and other assets8,101 1,656 
Total assets$1,327,269 $1,267,544 
Liabilities, redeemable non-controlling interest, and stockholders’ equity
Current liabilities
Accounts payable$11,878 $12,526 
Accrued compensation and benefits22,623 13,748 
Accrued expenses and other current liabilities10,897 11,439 
Deferred revenue154,871 130,308 
Financing obligations, current portion1,015 1,429 
Operating lease liabilities, current portion3,874 3,523 
Total current liabilities205,158 172,973 
Operating lease liabilities, noncurrent7,282 6,460 
Deferred income taxes, noncurrent2,797 3,241 
Revolving credit facility, noncurrent30,000  
Financing obligations, noncurrent54,365 53,063 
Total liabilities299,602 235,737 
Commitments and contingencies (Note 12)
Redeemable non-controlling interest (Note 3)
3,589 3,198 
Stockholders’ equity
Preferred stock, $0.001 par value; 10,000,000 shares authorized, and none issued and outstanding as of January 31, 2023 and October 31, 2023
  
Common stock, $0.0005 par value; 500,000,000 shares authorized as of January 31, 2023 and October 31, 2023; 111,424,132 and 113,030,730 shares issued and outstanding as of January 31, 2023 and October 31, 2023, respectively
56 57 
Additional paid-in capital1,333,669 1,382,019 
Accumulated other comprehensive income694 906 
Accumulated deficit(310,341)(354,373)
Total stockholders’ equity1,024,078 1,028,609 
Total liabilities, redeemable non-controlling interest, and stockholders’ equity$1,327,269 $1,267,544 
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

1

nCino, Inc.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except share and per share data)
(Unaudited)
Three Months Ended October 31,Nine Months Ended October 31,
2022202320222023
Revenues
Subscription$88,290 $104,759 $251,924 $301,996 
Professional services and other17,006 17,183 47,210 50,854 
Total revenues105,296 121,942 299,134 352,850 
Cost of revenues
Subscription26,844 30,605 78,499 89,481 
Professional services and other16,312 17,420 46,180 52,779 
Total cost of revenues43,156 48,025 124,679 142,260 
Gross profit62,140 73,917 174,455 210,590 
Operating expenses
Sales and marketing32,423 38,446 94,274 100,551 
Research and development29,471 29,043 88,287 87,127 
General and administrative18,690 19,334 62,575 59,239 
Total operating expenses80,584 86,823 245,136 246,917 
Loss from operations(18,444)(12,906)(70,681)(36,327)
Non-operating income (expense)
Interest income87 685 115 2,057 
Interest expense(580)(854)(1,849)(3,277)
Other expense, net(2,911)(2,320)(5,498)(2,633)
Loss before income taxes(21,848)(15,395)(77,913)(40,180)
Income tax provision797 1,782 2,159 4,720 
Net loss(22,645)(17,177)(80,072)(44,900)
Net loss attributable to redeemable non-controlling interest (Note 3)
(257)(320)(908)(868)
Adjustment attributable to redeemable non-controlling interest (Note 3)
1,191 (478)2,348 (526)
Net loss attributable to nCino, Inc.$(23,579)$(16,379)$(81,512)$(43,506)
Net loss per share attributable to nCino, Inc.:
Basic and diluted$(0.21)$(0.15)$(0.74)$(0.39)
Weighted average number of common shares outstanding:
Basic and diluted110,897,811 112,951,553 110,434,171 112,484,017 
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

2

nCino, Inc.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(In thousands)
(Unaudited)
Three Months Ended October 31,Nine Months Ended October 31,
2022202320222023
Net loss$(22,645)$(17,177)$(80,072)$(44,900)
Other comprehensive income:
Foreign currency translation472 74 1,581 214 
Other comprehensive income472 74 1,581 214 
Comprehensive loss(22,173)(17,103)(78,491)(44,686)
Less comprehensive loss attributable to redeemable non-controlling interest:
Net loss attributable to redeemable non-controlling interest(257)(320)(908)(868)
Foreign currency translation attributable to redeemable non-controlling interest(67)12 (249)2 
Comprehensive loss attributable to redeemable non-controlling interest(324)(308)(1,157)(866)
Comprehensive loss attributable to nCino, Inc.$(21,849)$(16,795)$(77,334)$(43,820)
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

3

nCino, Inc.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(In thousands, except share data)
(Unaudited)
Three Months Ended October 31, 2022
Common StockAdditional
Paid-in
Capital
Other
Comprehensive
Income (Loss)
Accumulated
Deficit
Total
SharesAmount
Balance, July 31, 2022110,616,050 $55 $1,306,339 $1,219 $(266,392)$1,041,221 
Exercise of stock options145,753 — 1,182 — — 1,182 
Stock issuance upon vesting of restricted stock units181,766 — — — — — 
Stock-based compensation— — 12,499 — — 12,499 
Other comprehensive income— — — 539 — 539 
Net loss attributable to nCino, Inc., including adjustment to redeemable non-controlling interest— — (1,191)— (22,388)(23,579)
Balance, October 31, 2022110,943,569 $55 $1,318,829 $1,758 $(288,780)$1,031,862 
Three Months Ended October 31, 2023
Common StockAdditional
Paid-in
Capital
Other
Comprehensive
Income (Loss)
Accumulated
Deficit
Total
SharesAmount
Balance, July 31, 2023112,661,660 $56 $1,364,757 $844 $(337,516)$1,028,141 
Exercise of stock options106,772 967 — — 968 
Stock issuance upon vesting of restricted stock units262,298 — — — — — 
Stock-based compensation— — 15,817 — — 15,817 
Other comprehensive income— — — 62 — 62 
Net loss attributable to nCino, Inc., including adjustment to redeemable non-controlling interest— — 478 — (16,857)(16,379)
Balance, October 31, 2023113,030,730 $57 $1,382,019 $906 $(354,373)$1,028,609 
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

4

nCino, Inc.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(In thousands, except share data)
(Unaudited)
Nine Months Ended October 31, 2022
Common StockAdditional
Paid-in
Capital
Other
Comprehensive
Income (Loss)
Accumulated
Deficit
Total
SharesAmount
Balance, January 31, 2022109,778,542 $55 $1,277,258 $(72)$(209,616)$1,067,625 
Exercise of stock options451,147  3,038 — — 3,038 
Stock issuance upon vesting of restricted stock units621,644 — — — — — 
Stock issuance under the employee stock purchase plan92,236 — 2,424 — — 2,424 
Stock-based compensation— — 38,457 — — 38,457 
Other comprehensive income— — — 1,830 — 1,830 
Net loss attributable to nCino, Inc., including adjustment to redeemable non-controlling interest— — (2,348)— (79,164)(81,512)
Balance, October 31, 2022110,943,569 $55 $1,318,829 $1,758 $(288,780)$1,031,862 
Nine Months Ended October 31, 2023
Common StockAdditional
Paid-in
Capital
Other
Comprehensive
Income (Loss)
Accumulated
Deficit
Total
SharesAmount
Balance, January 31, 2023111,424,132 $56 $1,333,669 $694 $(310,341)$1,024,078 
Exercise of stock options447,440 1 3,175 — — 3,176 
Stock issuance upon vesting of restricted stock units1,039,074 — — — — — 
Stock issuance under the employee stock purchase plan120,084 — 2,698 — — 2,698 
Stock-based compensation— — 41,951 — — 41,951 
Other comprehensive income— — — 212 — 212 
Net loss attributable to nCino, Inc., including adjustment to redeemable non-controlling interest— — 526 — (44,032)(43,506)
Balance, October 31, 2023113,030,730 $57 $1,382,019 $906 $(354,373)$1,028,609 
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

5

nCino, Inc.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
Nine Months Ended October 31,
20222023
Cash flows from operating activities
Net loss attributable to nCino, Inc.$(81,512)$(43,506)
Net loss and adjustment attributable to redeemable non-controlling interest1,440 (1,394)
Net loss(80,072)(44,900)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization25,458 37,337 
Non-cash operating lease costs2,879 3,581 
Amortization of costs capitalized to obtain revenue contracts6,160 7,368 
Amortization of debt issuance costs131 138 
Stock-based compensation38,476 41,969 
Deferred income taxes452 881 
Provision for bad debt323 1,124 
Net foreign currency losses5,608 2,275 
Loss on disposal of long-lived assets 161 
Change in operating assets and liabilities:
Accounts receivable32,497 35,455 
Costs capitalized to obtain revenue contracts(8,033)(5,959)
Prepaid expenses and other assets(446)3,374 
Accounts payable(1,732)1,184 
Accrued expenses and other current liabilities(9,182)(7,999)
Deferred revenue(2,883)(23,789)
Operating lease liabilities(2,997)(3,063)
Net cash provided by operating activities6,639 49,137 
Cash flows from investing activities
Acquisition of business, net of cash acquired676  
Acquisition of assets(563)(356)
Purchases of property and equipment(13,889)(3,083)
Purchase of investment (2,500)
Net cash used in investing activities(13,776)(5,939)
Cash flows from financing activities
Investment from redeemable non-controlling interest 983 
Proceeds from borrowings on revolving credit facility50,000  
Payments on revolving credit facility(20,000)(30,000)
Payments of debt issuance costs(367) 
Exercise of stock options3,038 3,176 
Stock issuance under the employee stock purchase plan2,424 2,698 
Principal payments on financing obligations(458)(888)
Net cash provided by (used in) financing activities34,637 (24,031)
Effect of foreign currency exchange rate changes on cash, cash equivalents, and restricted cash(4,098)(762)
Net increase in cash, cash equivalents, and restricted cash23,402 18,405 
Cash, cash equivalents, and restricted cash, beginning of period88,399 87,418 
Cash, cash equivalents, and restricted cash, end of period$111,801 $105,823 
Reconciliation of cash, cash equivalents, and restricted cash, end of period:
Cash and cash equivalents$106,451 $100,475 
Restricted cash included in prepaid expenses and other current assets 5,000 
Restricted cash included in other long-term assets5,350 348 
Total cash, cash equivalents, and restricted cash, end of period$111,801 $105,823 
Supplemental disclosure of cash flow information
Cash paid for taxes, net of refunds$657 $2,244 
Cash paid for interest$1,849 $3,458 
Supplemental disclosure of noncash investing and financing activities
Purchase of property and equipment, accrued but not paid$14,765 $200 
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
6

nCino, Inc.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share amounts and unless otherwise indicated)

Note 1. Organization and Description of Business
Organization: On November 16, 2021, nCino, Inc. (now nCino OpCo, Inc., "nCino OpCo") entered into an Agreement and Plan of Merger (the "Merger Agreement") with Penny HoldCo, Inc. (now nCino, Inc., "nCino, Inc."), a Delaware corporation incorporated on November 12, 2021 as a wholly-owned subsidiary of nCino OpCo, and certain other parties. On January 7, 2022, in connection with the closing of the transactions contemplated by the Merger Agreement, Penny HoldCo, Inc. changed its name to nCino, Inc. and nCino, Inc. changed its name to nCino OpCo, Inc. and became a wholly-owned subsidiary of nCino, Inc.
Merger: On January 7, 2022, pursuant to the Merger Agreement, nCino, Inc. and nCino OpCo completed a series of mergers in which nCino, Inc. became the parent of nCino OpCo and SimpleNexus, LLC ("SimpleNexus"). Each share of nCino OpCo common stock, par value $0.0005 per share, issued and outstanding was converted into one fully paid and nonassessable share of nCino, Inc. common stock, par value $0.0005. nCino, Inc. became the successor issuer and reporting company to nCino OpCo pursuant to Rule 12g-3(a) under the Securities Exchange Act of 1934, as amended. On January 10, 2022, shares of nCino OpCo were suspended from trading on the Nasdaq Global Select Market, and shares of nCino, Inc. commenced using nCino OpCo's trading history under the ticker symbol "NCNO".
On September 8, 2023, SimpleNexus began operating as SimpleNexus, LLC d/b/a nCino Mortgage, LLC ("nCino Mortgage").
Description of Business: The Company is a software-as-a-service ("SaaS") company that provides software applications to financial institutions to streamline employee and client interactions. The Company is headquartered in Wilmington, North Carolina and has various locations in the U.S., North America, Europe and Asia Pacific.
Fiscal Year End: The Company’s fiscal year ends on January 31.
Note 2. Summary of Significant Accounting Policies
Principles of Consolidation and Basis of Presentation: The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America ("GAAP") as set forth in the Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") and applicable rules and regulations of the Securities Exchange Commission ("SEC") regarding interim financial reporting. Certain information and disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. Therefore, these unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes included in the Company's Annual Report on Form 10-K for the fiscal year ended January 31, 2023 filed with the SEC on March 28, 2023. The unaudited condensed consolidated financial statements include accounts of the Company’s wholly-owned subsidiaries, as well as a variable interest entity in which the Company is the primary beneficiary. All intercompany accounts and transactions are eliminated.
The Company is subject to the normal risks associated with technology companies that have not demonstrated sustainable income from operations, including product development, the risk of customer acceptance and market penetration of its products and services and, ultimately, the need to attain profitability to generate positive cash resources.
In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all normal recurring adjustments necessary to present fairly the financial position, results of operations, comprehensive loss and cash flows for the interim periods, but are not necessarily indicative of the results of operations to be anticipated for the full fiscal 2024 or any future period.
Variable Interest Entity: The Company holds an interest in a Japanese company (“nCino K.K.”) that is considered a variable interest entity ("VIE"). nCino K.K. is considered a VIE as it has insufficient equity capital to finance its activities without additional financial support. The Company is the primary beneficiary of nCino K.K. as it has the power over the activities that most significantly impact the economic performance of nCino K.K. and has the obligation to absorb expected
7

nCino, Inc.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share amounts and unless otherwise indicated)
losses and the right to receive expected benefits that could be significant to nCino K.K., in accordance with accounting guidance. As a result, the Company consolidated nCino K.K. and all significant intercompany accounts have been eliminated. The Company will continue to assess whether it has a controlling financial interest and whether it is the primary beneficiary at each reporting period. Other than the Company’s equity investments, the Company has not provided financial or other support to nCino K.K. that it was not contractually obligated to provide. The assets of the VIE can only be used to settle the obligations of the VIE and the creditors of the VIE do not have recourse to the Company. The assets and liabilities of the VIE were not significant to the Company’s consolidated financial statements except for cash which is reflected on the unaudited condensed consolidated balance sheets. See Note 3 "Variable Interest Entity and Redeemable Non-Controlling Interest" for additional information regarding the Company’s variable interest.
Redeemable Non-Controlling Interest: Redeemable non-controlling interest relates to minority investors of nCino K.K. An agreement with the minority investors of nCino K.K. contains redemption features whereby the interest held by the minority investors are redeemable either at the option of the (i) minority investors or (ii) the Company, both beginning on the eighth anniversary of the initial capital contribution. If the interest of the minority investors were to be redeemed under this agreement, the Company would be required to redeem the interest based on a prescribed formula derived from the relative revenues of nCino K.K. and the Company. The balance of the redeemable non-controlling interest is reported at the greater of the initial carrying amount adjusted for the redeemable non-controlling interest’s share of earnings or losses and other comprehensive income or loss, or its estimated redemption value. The resulting changes in the estimated redemption amount (increases or decreases) are recorded with corresponding adjustments against retained earnings or, in the absence of retained earnings, additional paid-in-capital. These interests are presented on the unaudited condensed consolidated balance sheets outside of equity under the caption “Redeemable non-controlling interest.”
Use of Estimates: The preparation of unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the unaudited condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates and assumptions made by the Company’s management are used for, but not limited to, revenue recognition including determining the nature and timing of satisfaction of performance obligations, variable consideration, and stand-alone selling price; the average period of benefit associated with costs capitalized to obtain revenue contracts; fair value of assets acquired and liabilities assumed for business combinations; the useful lives of intangible assets; income taxes and the related valuation allowance on deferred tax assets; redemption value of redeemable non-controlling interest; and stock-based compensation. The Company assesses these estimates on a regular basis using historical experience and other factors. Actual results could differ from these estimates. See Note 7 "Goodwill and Intangible Assets" for a change in estimate for the useful life of the SimpleNexus trade name.
Concentration of Credit Risk and Significant Customers: The Company’s financial instruments that are exposed to concentration of credit risk consist primarily of cash, cash equivalents, restricted cash and accounts receivable. The Company’s cash and cash equivalents exceeded federally insured limits at January 31, 2023 and October 31, 2023. The Company maintains its cash, cash equivalents and restricted cash with high-credit-quality financial institutions.
As of January 31, 2023 and October 31, 2023, no individual customer represented over 10% of accounts receivable. For the three and nine months ended October 31, 2022 and 2023, no individual customer represented more than 10% of the Company’s total revenues.
Restricted Cash: Restricted cash primarily consists of a minimum cash balance the Company maintains with a lender under the Company's revolving credit facility. The remaining restricted cash consists of deposits held as collateral for the Company's bank guarantees issued in place of security deposits for certain property leases and credit cards. Restricted cash is included in other long-term assets at January 31, 2023 and in prepaid expenses and other current assets and other long-term assets at October 31, 2023 on the unaudited condensed consolidated balance sheets.
Accounts Receivable and Allowances: A receivable is recorded when an unconditional right to invoice and receive payment exists, such that only the passage of time is required before payment of consideration is due. Timing of revenue recognition may differ from the timing of invoicing to customers. Certain performance obligations may require payment before delivery of the service to the customer. The Company recognizes a contract asset in the form of accounts receivable when the Company has an unconditional right to payment, and the Company records a contract asset in the form of
8

nCino, Inc.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share amounts and unless otherwise indicated)
unbilled accounts receivable when revenues earned on a contract exceeds the billings. The Company’s standard billing terms are annual in advance, while nCino Mortgage's standard billing terms are monthly in advance. An unbilled accounts receivable is a contract asset related to the delivery of the Company’s subscription services and professional services for which the related billings will occur in a future period. Unbilled accounts receivable consists of (i) revenues recognized for professional services performed but not yet billed and (ii) revenues recognized from non-cancelable, multi-year orders in which fees increase annually but for which the Company is not contractually able to invoice until a future period. Accounts receivable are reported at their gross outstanding balance reduced by an allowance for estimated receivable losses, which includes allowances for doubtful accounts and a reserve for expected credit losses.
The Company records allowances for doubtful accounts based upon the credit worthiness of customers, historical experience, the age of the accounts receivable, current market and economic conditions, and supportable forecasts about the future. Relevant risk characteristics include customer size and historical loss patterns. This estimate is analyzed quarterly and adjusted as necessary.
A summary of activity in the allowance for doubtful accounts is as follows:
Three Months Ended October 31,Nine Months Ended October 31,
2022202320222023
Balance, beginning of period$301 $876 $151 $899 
Charged to bad debt expense169 368 323 1,124 
Charged to deferred revenue 981  923 
Write-offs and other(116) (116)(721)
Translation adjustments(6)(4)(10)(4)
Balance, end of period$348 $2,221 $348 $2,221 
Investments: The Company's investments are non-marketable equity investments without readily determinable fair value and for which the Company does not have control or significant influence. The investments are measured at cost with adjustments for observable changes in price or impairment as permitted by the measurement alternative. The Company assesses at each reporting period if the investments continue to qualify for the measurement alternative. Gains or losses resulting from observable price changes are recognized currently in the Company's unaudited condensed consolidated statements of operations. The Company assesses the investments whenever events or changes in circumstances indicate that the carrying value of the investments may not be recoverable.
Note 3. Variable Interest Entity and Redeemable Non-Controlling Interest
In October 2019, the Company entered into an agreement with Japan Cloud Computing, L.P. and M30 LLC (collectively, the “Investors”) to engage in the investment, organization, management, and operation of nCino K.K. that is focused on the distribution of the Company’s products in Japan. In October 2019, the Company initially contributed $4.7 million in cash in exchange for 51% of the outstanding common stock of nCino K.K. As of October 31, 2023, the Company controls a majority of the outstanding common stock in nCino K.K. In October 2023, the Company made a further investment in nCino K.K. of $1.0 million that, including additional investments in nCino K.K. of $1.0 million by exiting third-party investors in October 2023, maintained the Company's ownership of 51%.
All of the common stock held by the Investors is callable by the Company or puttable by the Investors at the option of the Investors or at the option of the Company beginning on the eighth anniversary of the agreement with the Investors. Should the call or put option be exercised, the redemption value would be determined based on a prescribed formula derived from the discrete revenues of nCino K.K. and the Company and may be settled, at the Company’s discretion, with Company stock or cash or a combination of the foregoing. As a result of the put right available to the Investors, the redeemable non-controlling interests in nCino K.K. are classified outside of permanent equity in the Company’s unaudited condensed consolidated balance sheets. The estimated redemption value of the call/put option embedded in the redeemable non-controlling interest was $2.8 million at October 31, 2023.
9

nCino, Inc.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share amounts and unless otherwise indicated)
The following table summarizes the activity in the redeemable non-controlling interests for the period indicated below:
Three Months Ended October 31,Nine Months Ended October 31,
2022202320222023
Balance, beginning of period$3,219 $2,995 $2,882 $3,589 
Investment by redeemable non-controlling interest 983  983 
Net loss attributable to redeemable non-controlling interest (excluding adjustment to non-controlling interest)(257)(320)(908)(868)
Foreign currency translation(67)12 (249)2 
Adjustment to redeemable non-controlling interest1,191 (478)2,348 (526)
Stock-based compensation expense1
6 6 19 18 
Balance, end of period$4,092 $3,198 $4,092 $3,198 
1 nCino K.K. stock options granted in accordance with nCino K.K.'s equity incentive plan.
Note 4. Fair Value Measurements
Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis
The Company uses a three-tier fair value hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value:
Level 1. Quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2. Significant other inputs that are directly or indirectly observable in the marketplace.
Level 3. Significant unobservable inputs which are supported by little or no market activity.
The carrying amounts of cash equivalents, accounts receivable, accounts payable, and accrued expenses approximate fair value as of January 31, 2023 and October 31, 2023 because of the relatively short duration of these instruments.
The carrying amount of any outstanding borrowings on the Company's revolving credit facility approximates fair value due to the variable interest rates of the borrowings.
10

nCino, Inc.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share amounts and unless otherwise indicated)
The Company evaluated its financial assets and liabilities subject to fair value measurements on a recurring basis to determine the appropriate level in which to classify them for each reporting period. The following table summarizes the Company’s financial assets measured at fair value as of January 31, 2023 and October 31, 2023 and indicates the fair value hierarchy of the valuation:
Fair value measurements on a recurring basis as of January 31, 2023
Level 1Level 2Level 3
Assets:
Money market accounts (included in cash and cash equivalents)$17,149 $ $ 
Time deposits (included in other long-term assets)382   
Total assets$17,531 $ $ 
Fair value measurements on a recurring basis as of October 31, 2023
Level 1Level 2Level 3
Assets:
Money market accounts (included in cash and cash equivalents)$54,491 $ $ 
Time deposits (included in other long-term assets)348   
Total assets$54,839 $ $ 
All of the Company’s money market accounts are classified within Level 1 because the Company’s money market accounts are valued using quoted market prices in active exchange markets including identical assets.
Financial Assets and Liabilities Measured at Fair Value on a Non-Recurring Basis
The Company's assets measured at fair value on a nonrecurring basis include the investments accounted for under the measurement alternative. There was no adjustment or impairment recognized for the three and nine months ended October 31, 2022 and 2023, respectively.
Note 5. Revenues
Revenues by Geographic Area
Revenues by geographic region were as follows:
Three Months Ended October 31,Nine Months Ended October 31,
2022202320222023
United States$89,442 $98,526 $254,049 $288,287 
International15,854 23,416 45,085 64,563 
$105,296 $121,942 $299,134 $352,850 
The Company disaggregates its revenues from contracts with customers by geographic location. Revenues by geography are determined based on the region of the Company’s contracting entity, which may be different than the region of the customer. No country outside the United States represented 10% or more of total revenues.
11

nCino, Inc.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share amounts and unless otherwise indicated)
Contract Amounts
Accounts Receivable
Accounts receivable, less allowance for doubtful accounts, is as follows as of January 31, 2023 and October 31, 2023:
As of January 31, 2023As of October 31, 2023
Trade accounts receivable$94,729 $57,112 
Unbilled accounts receivable4,920 6,105 
Allowance for doubtful accounts(899)(2,221)
Other accounts receivable1
747 1,016 
Total accounts receivable, net$99,497 $62,012 
1Includes $0.1 million income tax receivable as of January 31, 2023 and October 31, 2023.
Deferred Revenue and Remaining Performance Obligations
Significant movements in the deferred revenue balance during the period consisted of increases due to payments received or due in advance prior to the transfer of control of the underlying performance obligations to the customer, which were offset by decreases due to revenues recognized in the period. During the nine months ended October 31, 2023, $149.9 million of revenues were recognized out of the deferred revenue balance as of January 31, 2023.
Transaction price allocated to remaining performance obligations represents contracted revenues that have not yet been recognized, which includes both deferred revenue and amounts that will be invoiced and recognized as revenues in future periods. Transaction price allocated to the remaining performance obligation is influenced by several factors, including the timing of renewals, average contract terms, and foreign currency exchange rates. The Company applies practical expedients to exclude amounts related to performance obligations that are billed and recognized as they are delivered, optional purchases that do not represent material rights, and any estimated amounts of variable consideration that are subject to constraint.
Remaining performance obligations were $917.1 million as of October 31, 2023. The Company expects to recognize approximately 68% of its remaining performance obligation as revenues in the next 24 months, approximately 28% more in the following 25 to 48 months, and the remainder thereafter.
Note 6. Property and Equipment
Property and equipment, net consisted of the following:
As of January 31, 2023As of October 31, 2023
Furniture and fixtures$10,730 $12,047 
Computers and equipment8,361 8,107 
Buildings and land1
56,379 56,379 
Leasehold improvements28,702 27,563 
Construction in progress673 482 
104,845 104,578 
Less accumulated depreciation(20,403)(24,021)
$84,442 $80,557 
1See Note 12 "Commitments and Contingencies."
12

nCino, Inc.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share amounts and unless otherwise indicated)
The Company recognized depreciation expense as follows:
Three Months Ended October 31,Nine Months Ended October 31,
2022202320222023
Cost of subscription revenues$92 $150 $268 $437 
Cost of professional services and other revenues311 457 852 1,375 
Sales and marketing349 450 991 1,334 
Research and development570 731 1,654 2,201 
General and administrative186 300 564 889 
Total depreciation expense$1,508 $2,088 $4,329 $6,236 
Note 7. Goodwill and Intangible Assets
Goodwill
The change in the carrying amounts of goodwill was as follows:
Balance, January 31, 2023$839,440 
Translation adjustments(855)
Balance, October 31, 2023$838,585 
Intangible assets
Intangible assets, net are as follows:
As of January 31, 2023As of October 31, 2023
Gross
Amount
Accumulated
Amortization
Net Carrying
Amount
Gross
Amount
Accumulated
Amortization
Net Carrying
Amount
Developed technology$83,605 $(21,818)$61,787 $83,400 $(34,067)$49,333 
Customer relationships91,710 (13,418)78,292 91,701 (19,917)71,784 
Trademarks and trade name14,626 (2,705)11,921 14,624 (14,624) 
Other919 (94)825 919 (341)578 
$190,860 $(38,035)$152,825 $190,644 $(68,949)$121,695 
The Company recognized amortization expense for intangible assets as follows:
Three Months Ended October 31,Nine Months Ended October 31,
2022202320222023
Cost of subscription revenues$4,249 $3,990 $12,767 $12,431 
Cost of professional services and other revenues47 82 47 247 
Sales and marketing2,772 12,880 8,315 18,423 
Total amortization expense$7,068 $16,952 $21,129 $31,101 
During the third quarter of fiscal 2024, the Company rebranded the SimpleNexus solution to nCino Mortgage, resulting in a change to the trade name useful life. As a result, the Company recorded accelerated amortization to fully amortize the remaining trade name intangible asset. The effect of this change in estimate for the three and nine months ended October 31,
13

nCino, Inc.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share amounts and unless otherwise indicated)
2023 was an increase in sales and marketing amortization expense of $10.1 million, which resulted in an increase in loss of operations and net loss attributable to nCino, Inc. of $10.1 million, or $0.09 per basic and diluted share.
The expected future amortization expense for intangible assets as of October 31, 2023 is as follows:
Fiscal Year Ending January 31,
2024 (remaining)$6,125 
202524,499 
202624,334 
202723,127 
20288,669 
Thereafter34,941 
$121,695 
The expected amortization expense is an estimate. Actual amounts of amortization expense may differ from estimated amounts due to additional intangible asset acquisitions, changes in foreign currency exchange rates, impairment of intangible assets, future changes to expected asset lives of intangible assets, and other events.
Note 8. Stockholders’ Equity
At October 31, 2023, the Company committed a total of 34,833,275 shares of common stock for future issuance as follows:
Issued and outstanding stock options1,551,058 
Nonvested issued and outstanding restricted stock units ("RSUs")5,785,669 
Possible issuance under stock plans27,496,548 
34,833,275 
Note 9. Stock-Based Compensation
Stock Options
Stock option activity for the nine months ended October 31, 2023 was as follows:
Number of
Shares
Weighted
Average
Exercise Price
Outstanding, January 31, 20232,009,323 $6.62 
Granted  
Expired or forfeited(10,825)15.52 
Exercised(447,440)7.10 
Outstanding, October 31, 20231,551,058 $6.42 
Exercisable, October 31, 20231,548,183 $6.39 
Fully vested or expected to vest, October 31, 20231,550,771 $6.41 
14

nCino, Inc.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share amounts and unless otherwise indicated)
Restricted Stock Units
RSU activity during the nine months ended October 31, 2023 was as follows:
Number of
Shares
Weighted Average
Grant Date Fair
Value
Nonvested, January 31, 20233,531,387 $44.00 
Granted3,516,749 25.57 
Vested(950,771)38.68 
Forfeited(311,696)39.81 
Nonvested, October 31, 20235,785,669 $33.89 
As of October 31, 2023, total unrecognized compensation expense related to non-vested RSUs was $155.3 million, adjusted for estimated forfeitures, based on the estimated fair value of the Company’s common stock at the time of grant. That cost is expected to be recognized over a weighted average period of 2.90 years.
Employee Stock Purchase Plan
The first offering period for the Employee Stock Purchase Plan ("ESPP") began on July 1, 2021 and ended on December 31, 2021. Thereafter, offering periods begin each year on January 1 and July 1.
The fair value of ESPP shares during the nine months ended October 31, 2022 and 2023 was estimated at the date of grant using the Black-Scholes option valuation model based on assumptions as follows for ESPP awards:
Nine Months Ended October 31,
20222023
Expected life (in years)0.500.50
Expected volatility
49.65% - 84.59%
61.66% - 61.86%
Expected dividends0.00%0.00%
Risk-free interest rate
0.22% - 2.52%
4.77% - 5.53%
Stock-Based Compensation Expense
Total stock-based compensation expense included in our unaudited condensed consolidated statements of operations were as follows:
Three Months Ended October 31,Nine Months Ended October 31,
2022202320222023
Cost of subscription revenues$392 $515 $1,120 $1,314 
Cost of professional services and other revenues1,778 2,571 5,564 6,660 
Sales and marketing3,326 4,153 10,144 11,194 
Research and development3,012 4,386 8,457 11,665 
General and administrative3,997 4,198 13,191 11,136 
Total stock-based compensation expense$12,505 $15,823 $38,476 $41,969 
15

nCino, Inc.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share amounts and unless otherwise indicated)
Note 10. Leases
Operating Leases
The Company leases its facilities and a portion of its equipment under various non-cancellable agreements, which expire at various times through July 2028, some of which include options to extend for up to five years.
The components of lease expense were as follows:
Three Months Ended October 31,Nine Months Ended October 31,
2022202320222023
Operating lease expense$1,023 $1,225 $2,961 $3,842 
Variable lease expense269 464 809 1,398 
Short-term lease expense124 94 378 328 
Total$1,416 $1,783 $4,148 $5,568 
Supplemental cash flow information related to operating leases were as follows:
Nine Months Ended October 31,
20222023
Cash paid for amounts included in the measurement of operating lease liabilities$3,079 $3,324 
Operating right-of-use assets obtained in exchange for operating lease liabilities1,989 2,142 
Operating right-of-use assets and operating lease liabilities disposed of 115 
The weighted-average remaining lease term and weighted-average discount rate for the Company's operating lease liabilities as of October 31, 2023 were 3.25 years and 4.7%, respectively.
Future minimum lease payments as of October 31, 2023 were as follows:
Fiscal Year Ending January 31,Operating Leases
2024 (remaining)$939 
20253,921 
20262,801 
20271,506 
20281,097 
Thereafter495 
Total lease liabilities10,759 
Less: imputed interest(776)
Total lease obligations9,983 
Less: current obligations(3,523)
Long-term lease obligations$6,460 
16

nCino, Inc.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share amounts and unless otherwise indicated)
Note 11. Revolving Credit Facility
On February 11, 2022, the Company entered into a Credit Agreement (the “Credit Agreement”), by and among the Company, nCino OpCo (the “Borrower”), certain subsidiaries of the Company as guarantors, and Bank of America, N.A. as lender (the “Lender”), pursuant to which the Lender is providing to the Borrower a senior secured revolving credit facility of up to $50.0 million (the “Credit Facility”). The Credit Facility includes borrowing capacity available for letters of credit subject to a sublimit of $7.5 million. Any issuance of letters of credit will reduce the amount available under the Credit Facility.
Borrowings under the Credit Facility bear interest, at the Borrower’s option, at: (i) a base rate equal to the greater of (a) the Lender’s “prime rate,” (b) the federal funds rate plus 0.50%, and (c) the Bloomberg Short Term Bank Yield Index ("BSBY") rate plus 1.00%, plus a margin of 0.00% (provided that the base rate shall not be less than 0.00%); or (ii) the BSBY rate (provided that the BSBY shall not be less than 0.00%), plus a margin of 1.00%. The Company is also required to pay an unused commitment fee to the Lender of 0.25% of the average daily unutilized commitments. The Company must also pay customary letter of credit fees.
Borrowings under the Credit Facility are scheduled to mature on February 11, 2024, and the Company may repay amounts borrowed any time without penalty. Borrowings under the Credit Facility may be reborrowed.
The Credit Agreement contains representations and warranties, affirmative, negative and financial covenants, and events of default that are customary for loans of this type. The financial covenant requires the Company and its subsidiaries on a consolidated basis to maintain Consolidated Liquidity of not less than $50.0 million. Consolidated Liquidity is measured as the sum of 100% of unrestricted and unencumbered cash of the Company and its domestic subsidiaries, 75% of unrestricted and unencumbered cash of the Company’s foreign subsidiaries and the lesser of Credit Facility availability and $25.0 million. The Company is also required to maintain at least $5.0 million of the Company's cash and/or marketable securities with the Lender which is considered restricted cash and is included in other long-term assets as of January 31, 2023 and prepaid expenses and other current assets as of October 31, 2023 on the Company's unaudited condensed consolidated balance sheets.
The Credit Facility is guaranteed by the Company and each of its current and future material domestic subsidiaries (the “Guarantors”) and secured by substantially all of the personal property, subject to customary exceptions, of the Borrower and the Guarantors, in each case, now owned or later acquired, including a pledge of all of the Borrower’s capital stock, the capital stock of all of the Company’s domestic subsidiaries, and 65% of the capital stock of foreign subsidiaries that are directly owned by the Borrower or a Guarantor.
The Company had $30.0 million and $0.0 million outstanding and no letters of credit issued under the Credit Facility and was in compliance with all covenants as of January 31, 2023 and October 31, 2023, respectively. The available borrowing capacity under the Credit Facility was $50.0 million as of October 31, 2023.
Note 12. Commitments and Contingencies
In addition to the operating lease commitments described in Note 10 "Leases", the Company has additional contractual commitments as described further below.
Purchase Commitments
The Company’s purchase commitments consist of non-cancellable agreements to purchase goods and services, primarily licenses and hosting services, entered into in the ordinary course of business.
Financing Obligations
The Company entered into a lease agreement for the Company's headquarters in November 2020 in connection with a new lessor acquiring the property. Due to a purchase option contained in that lease, the Company is deemed to have continuing involvement and is considered to be the owner of the Company's headquarters for accounting purposes. As a result, the Company did not meet the criteria to apply sale-leaseback accounting and therefore, recorded an asset and corresponding financing obligation for $16.3 million at inception of that lease. The fair value of the leased property and corresponding
17

nCino, Inc.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share amounts and unless otherwise indicated)
financing obligation are included in property and equipment, net and financing obligations on the unaudited condensed consolidated balance sheets, respectively.
In January 2021, the Company entered into an amendment to its November 2020 headquarters lease to provide for construction of a parking deck, which upon completion was subject to exclusive use by the Company. Due to the Company also being deemed to be the owner of the parking deck for accounting purposes, the costs associated with the construction of the parking deck were capitalized as construction in progress with a corresponding construction liability through construction. Upon completion of the parking deck in September 2021, for approximately $17.7 million, the costs of the construction in progress and the corresponding construction liability were reclassified to property and equipment, net and financing obligations on the unaudited condensed consolidated balance sheets, respectively.
In April 2021, the Company entered into a new lease agreement for the construction of an additional office building that is on the same parcel of land as the Company's existing headquarters. Due to a purchase option contained in that April 2021 lease, the Company is also deemed to be the owner of the additional building for accounting purposes, the costs associated with the construction of the additional building were capitalized as construction in progress with a corresponding construction liability through construction. Upon completion of the additional building in November 2022, for approximately $22.4 million, the costs of the construction in progress and the corresponding construction liability were reclassified to property and equipment, net and financing obligations on the unaudited condensed consolidated balance sheets, respectively, and the term of the Company's November 2020 lease for its headquarters and the related parking deck became coterminous with the April 2021 lease. The term of the April 2021 lease expires in October 2037 with options to extend. The purchase option expires if not exercised on or before November 30, 2026.
The leases will be analyzed for applicable lease accounting upon expiration of the purchase option, if not exercised.
Purchase commitments and future minimum lease payments required under financing obligations as of October 31, 2023 is as follows:
Fiscal Year Ending January 31,Purchase commitmentsFinancing obligations - leased facility
2024 (remaining)$725 $1,116 
20253,019 4,543 
20262,761 4,644 
20271,602 3,950 
Total$8,107 $14,253 
Residual financing obligations and assets49,476 
Less: amount representing interest(9,237)
Financing obligations$54,492 
A portion of the associated lease payments are recognized as interest expense and the remainder reduces the financing obligations. The weighted-average discount rate for the Company's financing obligations as of October 31, 2023 was 5.7%.
Indemnification
In the ordinary course of business, the Company generally includes standard indemnification provisions in its arrangements with third parties, including vendors, customers, and the Company’s directors and officers. Pursuant to these provisions, the Company may be obligated to indemnify such parties for losses or claims suffered or incurred. It is not possible to determine the maximum potential loss under these indemnification provisions due to the Company’s limited history of prior indemnification claims and the unique facts and circumstances involved in each particular provision. To date, the Company has not incurred any material costs as a result of such obligations and has not accrued any material liabilities related to such obligations in the accompanying unaudited condensed consolidated financial statements.
18

nCino, Inc.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share amounts and unless otherwise indicated)
Legal Proceedings
From time to time, the Company is involved in legal proceedings or is subject to claims arising in the ordinary course of business including the following:
On February 23, 2021, the Company and certain of its officers and other employees were served with grand jury subpoenas wherein the Antitrust Division of the Department of Justice (the "DOJ") was seeking documents and information in connection with an investigation of the Company’s hiring and wage practices under U.S. federal antitrust laws. On February 8, 2023, the DOJ informed the Company that the investigation is closed. No fines, sanctions, actions, or penalties were imposed or taken against the Company or its officers or other employees in connection with the matter, and the costs the Company was incurring cooperating with the investigation have now ceased.
On March 12, 2021, a putative class action complaint was filed in the United States District Court for the Eastern District of North Carolina (the "District Court"). The sole class representative in the suit is one individual alleging a contract, combination or conspiracy between and among the Company, Live Oak Bancshares, Inc. ("Live Oak") and Apiture, Inc. ("Apiture") not to solicit or hire each other’s employees in violation of Section 1 of the Sherman Act and N.C. Gen Stat. §§ 75-1 and 75-2. The complaint seeks treble damages and additional remedies, including restitution, disgorgement, reasonable attorneys’ fees, the costs of the suit, and pre-judgment and post judgment interest. The complaint does not allege any specific damages. On April 28, 2022, the District Court approved settlements between the plaintiff and defendant Live Oak in the amount of approximately $3.9 million and unnamed party Apiture in the amount of approximately $0.8 million. In July 2023, through mediation, the Company and the plaintiff reached a settlement agreement in principle of approximately $2.2 million that remains subject to court approval. While the Company strongly believes that it would prevail on the merits and that it has not violated the antitrust laws, in order to avoid the distraction and expense of protracted litigation and instead continue to focus on its employees and customers, the Company agreed to settle this matter. The Company has accrued for the proposed settlement agreement which is included in accrued expenses and other current liabilities as of October 31, 2023 on the Company's unaudited condensed consolidated balance sheets.
On September 26, 2022, a purported stockholder of the Company filed a complaint in the Delaware Court of Chancery in connection with the series of mergers in which the Company became the parent of nCino OpCo and SimpleNexus. The complaint, captioned City of Hialeah Employees’ Retirement System, Derivatively on Behalf of Nominal Defendants nCINO, INC. (f/k/a Penny HoldCo, Inc.) and nCINO OpCo, Inc. (f/k/a nCino, Inc.) v. INSIGHT VENTURE PARTNERS, LLC, et al., C.A. No. 2022-0846-MTZ, names as defendants, Insight Ventures Partners, LLC., Insight Holdings Group, LLC., the Company’s directors and certain officers, along with nCino, Inc. and nCino OpCo, Inc. as nominal defendants, and alleges that the members of the board of directors, controlling stockholders, and officers violated their fiduciary duties in the course of negotiating and approving the series of mergers. The complaint alleges damages in an unspecified amount. Pursuant to the rights in its bylaws and Delaware law, the Company is advancing the costs incurred by the director and officer defendants in this action, and the defendants may assert indemnification rights in respect of an adverse judgment or settlement of the action, if any. Given the uncertainty and preliminary stages of this matter, the Company is unable to reasonably estimate any possible loss or range of loss that may result. Therefore, the Company has not made an accrual for the above matter in the unaudited condensed consolidated financial statements.
The Company does not presently believe the above matters will have a material adverse effect on its day-to-day operations or the quality of the services, products or innovation it continues to provide to its customers. However, regardless of the outcome, legal proceedings can have an adverse impact on the Company because of the related expenses, diversion of management resources, and other factors.
Other Commitments and Contingencies
The Company may be subject to audits related to its non-income taxes by tax authorities in jurisdictions where it conducts business. These audits may result in assessments of additional taxes that are subsequently resolved with the authorities or potentially through the courts. The Company accrues for any assessments if deemed probable and estimable.
19

nCino, Inc.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share amounts and unless otherwise indicated)
Note 13. Related-Party Transactions
On November 1, 2022, the Company's wholly-owned subsidiary, nCino OpCo, acquired preferred shares of ZestFinance, Inc. (d/b/a ZEST AI) ("Zest AI"), a private company, for $2.5 million and is included in investments as of January 31, 2023 and October 31, 2023 on the Company's unaudited condensed consolidated balance sheets. The investment is considered a related party transaction as entities affiliated with Insight Partners, a beneficial owner of the Company, own greater than ten percent of Zest AI. On May 23, 2023, the Company announced a strategic partnership with Zest AI to build an integration into the Company's consumer banking solution to enable lenders with streamlined access to consumer credit lending insights.
Note 14. Basic and Diluted Loss per Share
Basic loss per share is computed by dividing net loss attributable to nCino, Inc. by the weighted-average number of common shares outstanding for the fiscal period. Diluted loss per share is computed by giving effect to all potential weighted average dilutive common stock, including stock options issued and outstanding, nonvested RSUs issued and outstanding, and shares issuable pursuant to the ESPP. The dilutive effect of outstanding awards is reflected in diluted earnings per share by application of the treasury stock method. Diluted loss per share for the three months ended October 31, 2022 and 2023 and for the nine months ended October 31, 2022 and 2023 is the same as the basic loss per share as there was a net loss for those periods, and inclusion of potentially issuable shares was anti-dilutive.
The components of basic and diluted loss per share for periods presented are as follows (in thousands, except share and per share data):
Three Months Ended October 31,Nine Months Ended October 31,
2022202320222023
Basic and diluted loss per share:
Numerator
Net loss attributable to nCino, Inc.$(23,579)$(16,379)$(81,512)$(43,506)
Denominator
Weighted-average common shares outstanding110,897,811 112,951,553 110,434,171 112,484,017 
Basic and diluted loss per share attributable to nCino, Inc.$(0.21)$(0.15)$(0.74)$(0.39)
The following potential outstanding common stock were excluded from the diluted loss per share computation because the effect would have been anti-dilutive:
Nine Months Ended October 31,
20222023
Stock options issued and outstanding2,161,088 1,551,058 
Nonvested RSUs issued and outstanding4,000,187 5,785,669 
Shares issuable pursuant to the ESPP62,781 61,412 
Note 15. Restructuring
In the fourth quarter of fiscal 2023, the Company announced a workforce reduction of approximately 7% and office space reductions in certain markets (collectively, the “restructuring plan”) in furtherance of its efforts to improve operating margins and advance the Company’s objective of profitable growth.
Lease termination costs were accounted for in accordance with ASC 842, Leases. The Company paid $0.8 million in the fourth quarter of fiscal 2023 to exercise an early termination clause to exit a facility during fiscal 2024, which was accounted for as a lease modification.
20

nCino, Inc.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share amounts and unless otherwise indicated)
The Company incurred charges in the in the fourth quarter of the Company’s fiscal 2023 of $4.8 million in connection with the restructuring plan. The accrual for severance and related benefit costs of $5.0 million for terminated employees was included in accrued compensation and benefits on the consolidated balance sheets as of January 31, 2023 and was paid in the first quarter of the Company’s fiscal 2024.
The Company’s restructuring charges for the three and nine months ended October 31, 2023 were as follows:
Three Months Ended
October 31, 2023
Nine Months Ended
October 31, 2023
Lease exit fees1
Cost of subscription revenues12 $51 
Cost of professional services and other revenues26 118 
Sales and marketing24 100 
Research and development87 352 
General and administrative1 6 
Total150 $627 
1These expenses reduced operating lease right-of-use assets on the unaudited condensed consolidated balance sheets.
The Company had no restructuring charges for the three and nine months ended October 31, 2022.
21

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion of our financial condition and results of operations should be read together with our unaudited condensed consolidated financial statements and related notes and other financial information included in this Quarterly Report on Form 10-Q and our Annual Report on Form 10-K for the fiscal year ended January 31, 2023 filed with the SEC on March 28, 2023. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this Quarterly Report on Form 10-Q and in our Annual Report on Form 10-K, particularly in the section titled “Risk Factors.” Our historical results are not necessarily indicative of the results that may be expected for any period in the future. Our fiscal year ends on January 31 of each year and references in this Quarterly Report on Form 10-Q to a fiscal year mean the year in which that fiscal year ends. For example, references in this Quarterly Report on Form 10-Q to "fiscal 2024" refer to the fiscal year ended January 31, 2024.
Overview
nCino is the pioneer in cloud banking. Built by bankers for bankers, the nCino Bank Operating System is a single, multi-tenant software-as-a-service (SaaS) solution that helps financial institutions ("FI") modernize, innovate and outperform. A leader in the global financial services technology industry, nCino is a proven partner that has helped more than 1,850 FIs of all sizes and complexities, including global, enterprise, regional and community banks; credit unions; new market entrants; and independent mortgage banks power distinctive experiences, drive growth efficiencies, and run with full integrity. With nCino, FIs can:
digitally serve their clients across lines of business,
improve financial results,
elevate employee experience and performance,
manage risk and compliance more effectively, and
establish an active data, audit, and business intelligence hub.
nCino was originally founded in a bank to improve that FI’s operations and client service. After realizing that virtually all FIs were dealing with the same problems—cumbersome legacy technology, fragmented data, disconnected business functions, and a disengaged workforce made it difficult to maintain relevancy in their clients’ lives—we were spun out as a separate company in late 2011. This heritage is the foundation of our deep banking domain expertise, which differentiates us, continues to drive our strategy and makes us uniquely qualified to help FIs cross the modernization divide by providing a comprehensive solution that onboards clients, originates loans, and opens accounts on a single, cloud-based platform.
We initially focused the nCino Bank Operating System on transforming commercial and small business lending for community and regional banks in the United States ("U.S."). We introduced this solution to enterprise banks in the U.S. in 2014, and then internationally in 2017, and have subsequently expanded across North America, Europe, and Asia-Pacific ("APAC"). Throughout this market expansion, we broadened the nCino Bank Operating System by adding functionality for consumer lending, client onboarding, deposit account opening, analytics and AI/ML. In fiscal 2020, we acquired nCino Portfolio Analytics, LLC (formerly Visible Equity) and FinSuite as part of our strategy to build out our nIQ capabilities, and we established our nCino K.K joint venture to facilitate our entry into the Japanese market. Additionally, in January 2022, we acquired SimpleNexus, which expanded our capabilities to the U.S. point-of-sale mortgage market. On September 8, 2023, SimpleNexus began operating as SimpleNexus, LLC d/b/a nCino Mortgage, LLC ("nCino Mortgage") as part of our rebranding effort.
We generally offer our solutions on a SaaS basis under multi-year contracts and recognize subscription revenues ratably over the term of the contract. Our customers may initially purchase one of our solutions for implementing a client onboarding, loan origination, and/or deposit account opening in a specific line of business within the FI, such as commercial, small business, consumer, or mortgage. The nCino Bank Operating System is designed to scale with our customers, and once our solution is deployed, we seek to have our customers expand adoption within and across lines of business.
22

We sell our solutions directly through our business development managers, account executives, field sales engineers, and customer success managers. Our sales efforts in the U.S. are organized around FIs based on size, whereas internationally, we focus our sales efforts by geography. As of October 31, 2023, we had 232 sales and sales support personnel in the U.S. and 70 sales and support personnel in offices outside the U.S.
To help customers go live with our solutions, we offer professional services including configuration and implementation, training, and advisory services. For enterprise FIs, we generally work with system integration ("SI") partners such as Accenture, Deloitte, and PwC for the delivery of professional services for the nCino Bank Operating System. For regional bank FIs, we work with SIs such as West Monroe Partners, and for community banks, we work with SIs or perform configuration and implementation ourselves. We expect enterprise FIs to make up a greater proportion of our nCino Bank Operating System sales.
For the three months ended October 31, 2022 and 2023, our total revenues were $105.3 million and $121.9 million, respectively, representing a 15.8% increase. For the three months ended October 31, 2022 and 2023, our subscription revenues were $88.3 million and $104.8 million, respectively, representing an 18.7% increase. Due to our investments in growth, we recorded net losses attributable to nCino, Inc. of $23.6 million and $16.4 million for the three months ended October 31, 2022 and 2023, respectively. For the nine months ended October 31, 2022 and 2023, our total revenues were $299.1 million and $352.9 million, respectively, representing a 18.0% increase. For the nine months ended October 31, 2022 and 2023, our subscription revenues were $251.9 million and $302.0 million, respectively, representing a 19.9% increase. Due to our investments in growth, we recorded net losses attributable to nCino, Inc. of $81.5 million and $43.5 million for the nine months ended October 31, 2022 and 2023, respectively.
During the third quarter of fiscal 2024, the Company rebranded the SimpleNexus solution to nCino Mortgage, resulting in a change to the trade name useful life. As a result, the Company recorded accelerated amortization to fully amortize the remaining trade name intangible asset. The effect of this change in estimate for the three and nine months ended October 31, 2023 was an increase in sales and marketing amortization expense of $10.1 million, which resulted in an increase in loss of operations and net loss attributable to nCino, Inc. of $10.1 million, or $0.09 per basic and diluted share.
Factors Affecting Our Operating Results
Market Adoption of Our Solution. Our future growth depends on our ability to expand our reach to new FI customers and increase adoption with existing customers as they broaden their use of our solutions within and across lines of business. Our success in growing our customer base and expanding adoption of our solutions by existing customers requires a focused direct sales engagement and the ability to convince key decision makers at FIs to replace legacy third-party point solutions or internally developed software with our solutions. In addition, growing our customer base will require us to increasingly penetrate markets outside the U.S., which accounted for 19.2% of total revenues for the three months ended October 31, 2023 and 18.3% for the nine months ended October 31, 2023. For new customers, our sales cycles are typically lengthy, generally ranging from six to nine months for smaller FIs to 12 to 18 months or more for larger FIs. Key to landing new customers is our ability to successfully take our existing customers live and help them achieve measurable returns on their investment, thereby turning them into referenceable accounts. If we are unable to successfully address the foregoing challenges, our ability to grow our business and achieve profitability will be adversely affected, which may in turn reduce the value of our common stock.
Mix of Subscription and Professional Services Revenues. The initial deployment of our solutions by our customers requires a period of implementation and configuration services that typically range from three months to 18 months, depending on the scope. As a result, during the initial go-live period for a customer on the nCino Bank Operating System, professional services revenues generally make up a substantial portion of our revenues from that customer, whereas over time, revenues from established customers are more heavily weighted to subscriptions. While professional services revenues will fluctuate as a percentage of total revenues in the future and tend to be higher in periods of faster growth, over time we expect subscription revenues will make up an increasing proportion of our total revenues as our overall business grows.
Macroeconomic Environment. We are currently operating in a higher interest rate environment as the U.S. Federal Reserve has raised interest rates as a means to manage inflation. These rate increases have had an impact on the real estate market in the U.S. and specifically, the demand for mortgages and mortgage-related products and services, which has had a negative impact on our nCino Mortgage business.
We will continue to monitor the impact the macroeconomic environment may have on our business.
23

Continued Investment in Innovation and Growth. We have made substantial investments in product development, sales and marketing, and strategic acquisitions since our inception to achieve a leadership position in our market and grow our revenues and customer base. We intend to continue to increase our investment in product development in the coming years to maintain and build on this advantage. We also intend to invest in sales and marketing both in the U.S. and internationally to further grow our business. To capitalize on the market opportunity we see ahead of us, we expect to continue to optimize our operating plans for revenue growth and profitability.
Components of Results of Operations
Revenues
We derive our revenues from subscription and professional services and other revenues.
Subscription Revenues. Our subscription revenues consist principally of fees from customers for accessing our solutions and maintenance and support services that we generally offer under non-cancellable multi-year contracts, which typically range from three to five years for the nCino Bank Operating System and one to three years for nCino Mortgage. Specifically, we offer:
Client onboarding, loan origination, and deposit account opening applications targeted at a FI’s commercial, small business, and retail lines of business, for which we generally charge on a per seat basis.
nIQ for which we generally charge based on the asset size of the customer or on a usage basis.
Through nCino Mortgage, a digital homeownership solution uniting people, systems, and stages of the mortgage process into a seamless end-to-end journey for which we generally charge on a per seat basis.
Maintenance and support services as well as internal-use or “sandbox” development licenses, for which we generally charge as a percentage of the related subscription fees.
Our subscription revenues are generally recognized ratably over the term of the contract beginning upon activation. For new customers, we may activate a portion of seats at inception of the agreement, with the balance activated at contractually specified points in time thereafter, to pattern our invoicing after the customer’s expected rate of implementation and adoption. Where seats are activated in stages, we charge subscription fees from the date of activation through the anniversary of the initial activation date, and annually thereafter. Subscription fees associated with the nCino Bank Operating System are generally billed annually in advance while subscription fees for nCino Mortgage are generally billed monthly in advance. Maintenance and support fees, as well as development licenses, are provided over the same periods as the related subscriptions, so fees are invoiced and revenues are recognized over the same periods. Subscription fees invoiced are recorded as deferred revenue pending recognition as revenues. In certain cases, we are authorized to resell access to Salesforce’s CRM solution along with the nCino Bank Operating System. When we resell such access, we charge a higher subscription price and remit a higher subscription fee to Salesforce for these subscriptions.
Professional Services and Other Revenues. Professional services and other revenues consist of fees for implementation and configuration assistance, training, and advisory services. For enterprise and larger regional FIs, we generally work with SI partners to provide the majority of implementation services for the nCino Bank Operating System, for which these SI partners bill our customers directly. We have historically delivered professional services ourselves for community banks and smaller credit unions and nCino Mortgage has historically provided professional services directly to its customers. Revenues for implementation, training, and advisory services are generally recognized on a proportional performance basis, based on labor hours incurred relative to total budgeted hours. To date, our losses on professional services contracts have not been material. During the initial go-live period for a customer on the nCino Bank Operating System, professional services revenues generally make up a substantial portion of our revenues from that customer, whereas over time, revenues from established customers are more heavily weighted to subscriptions. While professional services revenues will fluctuate as a percentage of total revenues in the future and tend to be higher in periods of faster growth, over time we expect to see subscription revenues make up an increasing proportion of our total revenues.
Cost of Revenues and Gross Margin
Cost of Subscription Revenues. Cost of subscription revenues consists of fees paid to Salesforce for access to the Salesforce Platform, including Salesforce’s hosting infrastructure and data center operations, along with certain integration fees
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paid to other third parties. When we resell access to Salesforce’s CRM solution, cost of subscription revenues also includes the subscription fees we remit to Salesforce for providing such access. We also incur costs associated with access to other platforms. In addition, cost of subscription revenues includes personnel-related costs associated with delivering maintenance and support services, including salaries, benefits and stock-based compensation expense, travel and related costs, amortization of acquired developed technology, and allocated overhead. Our subscription gross margin will vary from period to period as a function of the utilization of support personnel and the extent to which we recognize subscription revenues from the resale of Salesforce’s CRM solution.
Cost of Professional Services and Other Revenues. Cost of professional services and other revenues consists primarily of personnel-related costs associated with delivery of these services, including salaries, benefits and stock-based compensation expense, travel and related costs, and allocated overhead. The cost of providing professional services is significantly higher as a percentage of the related revenues than for our subscription services due to direct labor costs. The cost of professional services revenues has increased in absolute dollars as we have added new customer subscriptions that require professional services and built-out our international professional services capabilities. Realized effective billing and utilization rates drive fluctuations in our professional services and other gross margin on a period-to-period basis.
Operating Expenses
Sales and Marketing. Sales and marketing expenses consist primarily of personnel costs of our sales and marketing employees, including salaries, sales commissions and incentives, benefits and stock-based compensation expense, travel and related costs. We capitalize incremental costs incurred to obtain contracts, primarily consisting of sales commissions, and subsequently amortize these costs over the expected period of benefit, which we have determined to be approximately four years. Sales and marketing expenses also include outside consulting fees, marketing programs, including lead generation, costs of our annual user conference, advertising, trade shows, other event expenses, amortization of intangible assets, and allocated overhead. We expect sales and marketing expenses will decrease as a percentage of revenues as we leverage the investments we have made to date.
Research and Development. Research and development expenses consist primarily of salaries, benefits and stock-based compensation associated with our engineering, product and quality assurance personnel, as well as allocated overhead. Research and development expenses also include the cost of third-party contractors. Research and development costs are expensed as incurred. We expect research and development costs will decrease as a percentage of revenues as we leverage the investments we have made to date.
General and Administrative. General and administrative expenses consist primarily of salaries, benefits and stock-based compensation associated with our executive, finance, legal, human resources, information technology, compliance and other administrative personnel. General and administrative expenses also include accounting, auditing and legal professional services fees, travel and other corporate-related expenses, and allocated overhead, as well as acquisition-related expenses, such as legal and other professional services fees. We expect general and administrative expenses will decrease as a percentage of revenues as we leverage the investments we have made to date.
Non-Operating Income (Expense)
Interest Income. Interest income consists primarily of interest earned on our cash and cash equivalents.
Interest Expense. Interest expense consists primarily of interest related to our financing obligations along with interest expense on borrowings, commitment fees, and amortization of debt issuance costs associated with our secured revolving credit facility.
Other Expense, Net. Other expense, net consists primarily of foreign currency gains and losses, the majority of which is due to intercompany loans that are denominated in currencies other than the underlying functional currency of the applicable entity.
Income Tax Provision. Income tax provision consists of federal and state income taxes in the U.S. and income taxes in foreign jurisdictions.
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Results of Operations
The results of operations presented below should be reviewed in conjunction with the financial statements and notes included elsewhere in this Quarterly Report on Form 10-Q. The following tables present our selected unaudited condensed consolidated statements of operations data for three and nine months ended October 31, 2022 and 2023 in both dollars and as a percentage of total revenues, except as noted.
Three Months Ended October 31,Nine Months Ended October 31,
2022202320222023
($ in thousands, except share and per share amounts)
Revenues:
Subscription revenues$88,290 $104,759 $251,924 $301,996 
Professional services and other revenues17,006 17,183 47,210 50,854 
Total revenues105,296 121,942 299,134 352,850 
Cost of revenues:
Cost of subscription revenues26,844 30,605 78,499 89,481 
Cost of professional services and other revenues16,312 17,420 46,180 52,779 
Total cost of revenues43,156 48,025 124,679 142,260 
Gross profit62,140 73,917 174,455 210,590 
Operating expenses:
Sales and marketing32,423 38,446 94,274 100,551 
Research and development29,471 29,043 88,287 87,127 
General and administrative18,690 19,334 62,575 59,239 
Total operating expenses80,584 86,823 245,136 246,917 
Loss from operations(18,444)(12,906)(70,681)(36,327)
Non-operating income (expense):
Interest income87 685 115 2,057 
Interest expense(580)(854)(1,849)(3,277)
Other expense, net(2,911)(2,320)(5,498)(2,633)
Loss before income taxes(21,848)(15,395)(77,913)(40,180)
Income tax provision797 1,782 2,159 4,720 
Net loss(22,645)(17,177)(80,072)(44,900)
Net loss attributable to redeemable non-controlling interest(257)(320)(908)(868)
Adjustment attributable to redeemable non-controlling interest1,191 (478)2,348 (526)
Net loss attributable to nCino, Inc.$(23,579)$(16,379)$(81,512)$(43,506)
Net loss per share attributable to nCino, Inc.:
Basic and diluted$(0.21)$(0.15)$(0.74)$(0.39)
Weighted average number of common shares outstanding:
Basic and diluted110,897,811 112,951,553 110,434,171 112,484,017 
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The Company recognized stock-based compensation expense as follows:
Three Months Ended October 31,Nine Months Ended October 31,
($ in thousands)2022202320222023
Cost of subscription revenues$392 $515 $1,120 $1,314 
Cost of professional services and other revenues1,778 2,571 5,564 6,660 
Sales and marketing3,326 4,153 10,144 11,194 
Research and development3,012 4,386 8,457 11,665 
General and administrative3,997 4,198 13,191 11,136 
Total stock-based compensation expense$12,505 $15,823 $38,476 $41,969 
The Company recognized amortization expense for intangible assets as follows:
Three Months Ended October 31,Nine Months Ended October 31,
($ in thousands)2022202320222023
Cost of subscription revenues$4,249 $3,990 $12,767 $12,431 
Cost of professional services and other revenues47 82 47 247 
Sales and marketing2,772 12,880 8,315 18,423 
Total amortization expense$7,068 $16,952 $21,129 $31,101 
Three Months Ended October 31,Nine Months Ended October 31,
2022202320222023
Revenues:
Subscription revenues83.8 %85.9 %84.2 %85.6 %
Professional services and other revenues16.2 14.1 15.8 14.4 
Total revenues100.0 100.0 100.0 100.0 
Cost of revenues (percentage shown in comparison to related revenues):
Cost of subscription revenues30.4 29.2 31.2 29.6 
Cost of professional services and other revenues95.9 101.4 97.8 103.8 
Total cost of revenues41.0 39.4 41.7 40.3 
Gross profit59.0 60.6 58.3 59.7 
Operating expenses:
Sales and marketing30.8 31.5 31.5 28.5 
Research and development28.0 23.8 29.5 24.7 
General and administrative17.7 15.9 20.9 16.8 
Total operating expenses76.5 71.2 81.9 70.0 
Loss from operations(17.5)(10.6)(23.6)(10.3)
Non-operating income (expense):
Interest income0.1 0.6 — 0.6 
Interest expense(0.6)(0.7)(0.6)(0.9)
Other expense, net(2.8)(1.9)(1.8)(0.7)
Loss before income taxes(20.8)(12.6)(26.0)(11.3)
Income tax provision0.8 1.5 0.7 1.3 
Net loss(21.6)%(14.1)%(26.7)%(12.6)%
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Comparison of the Three and Nine Months Ended October 31, 2022 and 2023
Revenues
Three Months Ended October 31,Nine Months Ended October 31,
($ in thousands)2022202320222023
Revenues:
Subscription revenues$88,290 83.8 %$104,759 85.9 %$251,924 84.2 %$301,996 85.6 %
Professional services and other revenues17,006 16.2 17,183 14.1 47,210 15.8 50,854 14.4 
Total revenues$105,296 100.0 %$121,942 100.0 %$299,134 100.0 %$352,850 100.0 %
Subscription Revenues
Subscription revenues increased $16.5 million for the three months ended October 31, 2023 compared to the three months ended October 31, 2022, due to initial revenues from customers who did not contribute to subscription revenues during the prior period, and growth from existing customers within and across lines of business. Of the increase, 71.1% was attributable to increased revenues from existing customers as additional seats were activated in accordance with contractual terms and customers expanded their adoption of our solutions, and 28.9% was attributable to initial revenues from customers who did not contribute to subscription revenues during the three months ended October 31, 2022. Subscription revenues were 85.9% of total revenues for the three months ended October 31, 2023 compared to 83.8% of total revenues for the three months ended October 31, 2022, primarily due to growth in our installed base.
Subscription revenues increased $50.1 million for the nine months ended October 31, 2023 compared to the nine months ended October 31, 2022, due to initial revenues from customers who did not contribute to subscription revenues during the prior period, and growth from existing customers within and across lines of business. Of the increase, 80.7% was attributable to increased revenues from existing customers as additional seats were activated in accordance with contractual terms and customers expanded their adoption of our solutions, and 19.3% was attributable to initial revenues from customers who did not contribute to subscription revenues during the nine months ended October 31, 2022. Subscription revenues were 85.6% of total revenues for the nine months ended October 31, 2023 compared to 84.2% of total revenues for the nine months ended October 31, 2022, primarily due to growth in our installed base.
Professional Services and Other Revenues
Professional services and other revenues increased $0.2 million for the three months ended October 31, 2023 compared to the three months ended October 31, 2022, primarily due to the addition of new customers as well as expanded adoption by existing customers within and across lines of business where implementation, configuration, and training services were required.
Professional services and other revenues increased $3.6 million for the nine months ended October 31, 2023 compared to the nine months ended October 31, 2022, primarily due to the addition of new customers as well as expanded adoption by existing customers within and across lines of business where implementation, configuration, and training services were required.
Cost of Revenues and Gross Margin
Three Months Ended October 31,Nine Months Ended October 31,
($ in thousands)2022202320222023
Cost of revenues (percentage shown in comparison to related revenues):
Cost of subscription revenues$26,844 30.4 %$30,605 29.2 %$78,499 31.2 %$89,481 29.6 %
Cost of professional services and other revenues16,312 95.9 17,420 101.4 46,180 97.8 52,779 103.8 
Total cost of revenues$43,156 41.0 $48,025 39.4 $124,679 41.7 $142,260 40.3 
Gross profit$62,140 59.0 %$73,917 60.6 %$174,455 58.3 %$210,590 59.7 %
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Cost of Subscription Revenues
Cost of subscription revenues increased $3.8 million for the three months ended October 31, 2023 compared to the three months ended October 31, 2022, generating a gross margin for subscription revenues of 70.8% compared to a gross margin of 69.6% for the three months ended October 31, 2022. Costs related to Salesforce user fees increased $2.7 million as we continued to add new customers and sell additional functionality to existing customers and other costs of subscription revenues increased $0.9 million due to costs associated with access to other platforms and data center costs. Personnel costs, including stock-based compensation expense, increased $0.5 million, mainly from an increase in headcount. We expect the cost of subscription revenues will continue to increase in absolute dollars as the number of users of the nCino Bank Operating System grows.
Cost of subscription revenues increased $11.0 million for the nine months ended October 31, 2023 compared to the nine months ended October 31, 2022, generating a gross margin for subscription revenues of 70.4% compared to a gross margin of 68.8% for the nine months ended October 31, 2022. Costs related to Salesforce user fees increased $8.2 million as we continued to add new customers and sell additional functionality to existing customers and other costs of subscription revenues increased $1.6 million due to costs associated with access to other platforms and data center costs. Personnel costs, including stock-based compensation expense, increased $1.3 million, mainly from an increase in headcount. We expect the cost of subscription revenues will continue to increase in absolute dollars as the number of users of the nCino Bank Operating System grows.
Cost of Professional Services and Other Revenues
Cost of professional services and other revenues increased $1.1 million for the three months ended October 31, 2023 compared to the three months ended October 31, 2022, generating a gross margin for professional services and other revenues of (1.4)% compared to a gross margin of 4.1% for the three months ended October 31, 2022. For the three months ended October 31, 2023, personnel costs, including stock-based compensation expense, increased $1.1 million for professional services compared to the three months ended October 31, 2022, mainly from an increase in headcount. The increase in cost of professional services and other revenues also included an increase of $0.3 million in allocated overhead costs due to growth supporting our business. The decrease in our professional services and other gross margin for the three months ended October 31, 2023 was primarily due to a decline in realized effective billing and utilization rates in our professional services teams.
Cost of professional services and other revenues increased $6.6 million for the nine months ended October 31, 2023 compared to the nine months ended October 31, 2022, generating a gross margin for professional services and other revenues of (3.8)% compared to a gross margin of 2.2% for the nine months ended October 31, 2022. For the nine months ended October 31, 2023, personnel costs, including stock-based compensation expense, increased $5.4 million for professional services compared to the nine months ended October 31, 2022, mainly from an increase in headcount. The increase in cost of professional services and other revenues also included an increase of $1.0 million in allocated overhead costs due to growth supporting our business. The decrease in our professional services and other gross margin for the nine months ended October 31, 2023 was primarily due to a decline in realized effective billing and utilization rates in our professional services teams.
Operating Expenses
Three Months Ended October 31,Nine Months Ended October 31,
($ in thousands)2022202320222023
Operating expenses:
Sales and marketing$32,423 30.8 %$38,446 31.5 %$94,274 31.5 %$100,551 28.5 %
Research and development29,471 28.0 29,043 23.8 88,287 29.5 87,127 24.7 
General and administrative18,690 17.7 19,334 15.9 62,575 20.9 59,239 16.8 
Total operating expenses80,584 76.5 86,823 71.2 245,136 81.9 246,917 70.0 
Loss from operations$(18,444)(17.5)%$(12,906)(10.6)%$(70,681)(23.6)%$(36,327)(10.3)%
Sales and Marketing
Sales and marketing expenses increased $6.0 million for the three months ended October 31, 2023 compared to the three months ended October 31, 2022, primarily attributable to the accelerated amortization expense of $10.1 million to fully amortize the remaining trade name intangible asset as a result of the rebranding of the SimpleNexus solution to nCino Mortgage. The increase in sales and marketing expenses also included an increase of $0.2 million in allocated overhead costs.
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The increase in sales and marketing expenses was partially offset by a decrease of $3.2 million in personnel costs, mainly from a decrease in headcount and a decrease in expatriate tax equalization expenses, offset by a $0.8 million increase in stock-based compensation expense, compensation increases, and the impact of changing our merit cycle from a work anniversary basis to an annual basis. The increase in sales and marketing expenses was also partially offset by a decrease of $0.6 million in sales-related travel costs, a decrease of $0.3 million in marketing costs, and a decrease of $0.2 million in third-party professional fees.
Sales and marketing expenses increased $6.3 million for the nine months ended October 31, 2023 compared to the nine months ended October 31, 2022, primarily attributable to the accelerated amortization expense of $10.1 million to fully amortize the remaining trade name intangible asset as a result of the rebranding of the SimpleNexus solution to nCino Mortgage. The increase in sales and marketing expenses also included an increase of $0.7 million in allocated overhead costs and an increase of $0.3 million in third-party professional fees. The increase in sales and marketing expenses was partially offset by a decrease of $3.1 million in personnel costs, mainly from a decrease in headcount offset by a $1.1 million increase in stock-based compensation expense, compensation increases, the impact of changing our merit cycle from a work anniversary basis to an annual basis, and an increase in expatriate tax equalization expenses. The increase in sales and marketing expenses was also partially offset by a decrease of $0.9 million in marketing costs and a decrease of $0.8 million in sales-related travel costs.
Our sales and marketing headcount decreased by 61 from October 31, 2022 to October 31, 2023 primarily due to attrition and our workforce reduction. We expect sales and marketing expenses will decrease as a percentage of revenues as we leverage the investments we have made to date.
Research and Development
Research and development expenses decreased $0.4 million for the three months ended October 31, 2023 compared to the three months ended October 31, 2022, primarily due to a decrease of $0.3 million in personnel costs, mainly from a decrease in headcount offset by a $1.4 million increase in stock-based compensation expense, compensation increases, the impact of changing our merit cycle from a work anniversary basis to an annual basis, and a decrease of $0.2 million in third-party professional fees as a result of lower contract research and development spend. The decrease in research and development expenses was partially offset by an increase of $0.3 million in allocated overhead costs due to growth supporting our continued business expansion.
Research and development expenses decreased $1.2 million for the nine months ended October 31, 2023 compared to the nine months ended October 31, 2022, primarily due to a $2.2 million decrease in third-party professional fees primarily attributable to reduced contract research and development spend, partially offset by an increase of $1.2 million in allocated overhead costs due to growth supporting our continued business expansion. Personnel costs were comparable for the nine months ended October 31, 2023 compared to the nine months ended October 31, 2022 due to the decrease in headcount offset by a $3.2 million increase in stock-based compensation expense, compensation increases, and the impact of changing our merit cycle from a work anniversary basis to an annual basis.
Our research and development headcount decreased by 86 from October 31, 2022 to October 31, 2023 primarily due to our workforce reduction. We expect research and development expenses will decrease as a percentage of revenues as we leverage the investments we have made to date.
General and Administrative
General and administrative expenses increased $0.6 million for the three months ended October 31, 2023 compared to the three months ended October 31, 2022, primarily due to an increase of $0.5 million in personnel costs, mostly attributable to compensation increases, the impact of changing our merit cycle from a work anniversary basis to an annual basis, and an increase of $0.2 million in stock-based compensation expense, partially offset by a decrease in headcount. The increase in general and administrative expenses for the three months ended October 31, 2023 compared to the three months ended October 31, 2022 also included an increase of $0.5 million in allocated overhead and other general and administrative costs. The increase in general and administrative expenses was partially offset by a decrease of $0.3 million in third party professional fees, due to a decrease in third party professional fees and expenses related to other litigation expenses including the government antitrust investigation and related civil action (the "Antitrust Matters"), partially offset by an increase in other professional fees, and a decrease of $0.1 million in travel-related costs.
General and administrative expenses decreased $3.3 million for the nine months ended October 31, 2023 compared to the nine months ended October 31, 2022, primarily due to a decrease of $2.6 million in personnel costs, mostly attributable to
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a $2.1 million decrease in stock-based compensation expense and a decrease in headcount, partially offset by compensation increases and the impact of changing our merit cycle from a work anniversary basis to an annual basis. The decrease in general and administrative spend also included a decrease of $1.3 million in third party professional fees for the nine months ended October 31, 2023 compared to the nine months ended October 31, 2022, mostly attributable to a decrease in third party professional fees and expenses related to acquisition costs for SimpleNexus and fees and expenses related to the Antitrust Matters, partially offset by the accrual for the proposed settlement agreement of approximately $2.2 million, disclosed in Note 12 "Commitments and Contingencies" of Part I, Item I of this Quarterly Report on Form 10-Q, and an increase in other professional fees. The decrease in general and administrative expenses also included a decrease of $0.4 million in travel related costs, offset by an increase of $0.9 million in allocated overhead and other general and administrative costs.
Our general and administrative headcount decreased by 8 from October 31, 2022 to October 31, 2023, primarily due to our workforce reduction which was partially offset by employees that moved from our sales and marketing department to our general and administrative department due to a change in responsibilities. We expect general and administrative expenses will decrease as a percentage of revenues as we leverage the investments we have made to date.
Non-Operating Income (Expense)
Three Months Ended October 31,Nine Months Ended October 31,
($ in thousands)2022202320222023
Interest income$87 0.1 %$685 0.6 %$115 — %$2,057 0.6 %
Interest expense(580)(0.6)(854)(0.7)(1,849)(0.6)(3,277)(0.9)
Other expense, net(2,911)(2.8)(2,320)(1.9)(5,498)(1.8)(2,633)(0.7)
Interest income increased $0.6 million for the three months ended October 31, 2023 compared to the three months ended October 31, 2022, due to increase in our accounts earning interest and increased interest rates. Interest expense increased $0.3 million for the three months ended October 31, 2023 compared to the three months ended October 31, 2022, due to an increase in our financing obligations for leases for which we are considered the owners for accounting purposes. The decrease of $0.6 million in other expense, net for the three months ended October 31, 2023 compared to the three months ended October 31, 2022, was primarily driven by intercompany loans and transactions that are denominated in currencies other than the underlying functional currency of the applicable entity.
Interest income increased $1.9 million for the nine months ended October 31, 2023 compared to the nine months ended October 31, 2022, due to increase in our accounts earning interest and increased interest rates. Interest expense increased $1.4 million for the nine months ended October 31, 2023 compared to the nine months ended October 31, 2022, due to borrowing on our revolving credit facility and an increase in our financing obligations for leases for which we are considered the owners for accounting purposes. The decrease of $2.9 million in other expense, net for the nine months ended October 31, 2023 compared to the nine months ended October 31, 2022, was primarily driven by intercompany loans and transactions that are denominated in currencies other than the underlying functional currency of the applicable entity.
Income Tax Provision
Three Months Ended October 31,Nine Months Ended October 31,
($ in thousands)2022202320222023
Income tax provision$797 0.8 %$1,782 1.5 %$2,159 0.7 %$4,720 1.3 %
Income tax provision was $1.8 million for the three months ended October 31, 2023 compared to a provision of $0.8 million for the three months ended October 31, 2022, and resulted in an effective tax rate of (11.6)% and (3.6)%, respectively.
Income tax provision was $4.7 million for the nine months ended October 31, 2023 compared to a provision of $2.2 million for the nine months ended October 31, 2022, and resulted in an effective tax rate of (11.7)% and (2.8)%, respectively.
We continue to maintain a valuation allowance against our deferred tax assets in most jurisdictions, including the U.S. It is determined by management when a valuation allowance should be recorded, utilizing significant judgement and the use of estimates.
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We have adopted, as required, Code Section 174, as amended by the Tax Cuts and Jobs Act of 2017. This will result in the repartition of our deferred tax asset balances from net operating losses and tax credit carryforwards to non-tax attribute deferred tax balances. In addition, this may reduce our operating cash flows in future periods through cash remittances of U.S. federal and state income tax.
Non-GAAP Financial Measure
In addition to providing financial measurements based on GAAP, we provide an additional financial metric that is not prepared in accordance with GAAP (non-GAAP). Management uses this non-GAAP financial measure, in addition to GAAP financial measures, to understand and compare operating results across accounting periods, for financial and operational decision making, for planning and forecasting purposes, and to evaluate our financial performance. We believe that this non-GAAP financial measure helps us to identify underlying trends in our business that could otherwise be masked by the effect of the expenses that we exclude in the calculations of the non-GAAP financial measure.
Accordingly, we believe that this financial measure reflects our ongoing business in a manner that allows for meaningful comparisons and analysis of trends in the business and provides useful information to investors and others in understanding and evaluating our operating results, and enhancing the overall understanding of our past performance and future prospects. Although the calculation of non-GAAP financial measures may vary from company to company, our detailed presentation may facilitate analysis and comparison of our operating results by management and investors with other peer companies, many of which use a similar non-GAAP financial measure to supplement their GAAP results in their public disclosures. This non-GAAP financial measure is non-GAAP operating income (loss), as discussed below.
Non-GAAP operating income (loss). Non-GAAP operating income (loss) is defined as loss from operations as reported in our unaudited condensed consolidated statements of operations excluding the impact of amortization of intangible assets, stock-based compensation expense, acquisition-related expenses, legal expenses related to certain litigation, and restructuring and related charges. See Note 15 "Restructuring" of the notes to our unaudited condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for more information on the charges related to restructuring. Non-GAAP operating income (loss) is widely used by securities analysts, investors, and other interested parties to evaluate the profitability of companies. Non-GAAP operating income (loss) eliminates potential differences in performance caused by these items that are not indicative of the Company's ongoing operating performance and hinders comparability with prior and future performance.
This non-GAAP financial measure does not replace the presentation of our GAAP financial results and should only be used as a supplement to, not as a substitute for, our financial results presented in accordance with GAAP. There are limitations in the use of non-GAAP measures because they do not include all of the expenses that must be included under GAAP and because they involve the exercise of judgment concerning exclusions of items from the comparable non-GAAP financial measure. In addition, other companies may use other measures to evaluate their performance, or may calculate non-GAAP measures differently, all of which could reduce the usefulness of our non-GAAP financial measures as tools for comparison.
The following table reconciles non-GAAP operating income (loss) to loss from operations, the most directly comparable financial measure, calculated and presented in accordance with GAAP (in thousands):
Three Months Ended October 31,Nine Months Ended October 31,
($ in thousands)2022202320222023
GAAP loss from operations$(18,444)$(12,906)$(70,681)$(36,327)
Adjustments
Amortization of intangible assets7,068 16,952 21,129 31,101 
Stock-based compensation expense12,505 15,823 38,476 41,969 
Acquisition-related expenses186 211 2,070 634 
Litigation expenses1
1,225 153 5,093 4,502 
Restructuring and related charges— 150 — 627 
Total adjustments20,984 33,289 66,768 78,833 
Non-GAAP operating income (loss)$2,540 $20,383 $(3,913)$42,506 
1Represents legal expenses related to the Antitrust Matters and a shareholder derivative lawsuit.
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Liquidity and Capital Resources
As of October 31, 2023, we had $100.5 million in cash and cash equivalents, and an accumulated deficit of $354.4 million. Our net losses have been driven by our investments in developing the nCino Bank Operating System and scaling our sales and marketing organization and finance and administrative functions to support our rapid growth. We expect to continue to incur operating losses on a GAAP basis for the foreseeable future.
To date, we have funded our capital needs through issuances of common stock including our initial public offering in July 2020, operating cash flows, and during fiscal 2023, our revolving line of credit. We generally bill and collect from our customers annually in advance. Our billings are subject to seasonality, with billings in the first and fourth quarters of our fiscal year substantially higher than in the second and third quarters. Because we recognize revenues ratably, our deferred revenue balance mirrors the seasonality of our billings. In addition, our advanced billing and collection coupled with our recent growth has resulted in our cash used in operating activities generally being less than our net operating losses in recent periods.
On February 11, 2022, we entered into the Credit Facility of up to $50.0 million. We borrowed and repaid $20.0 million under the Credit Facility during the three months ended April 30, 2022 and borrowed $30.0 million during the three months ended October 31, 2022. We repaid $30.0 million under the Credit Facility during the nine months ended October 31, 2023. As of October 31, 2023, the Company had no amounts outstanding and no letters of credit issued under the Credit Facility and was in compliance with all covenants. See Note 11 "Revolving Credit Facility" of the notes to our unaudited condensed consolidated financial statements included in Part I, Item I of this Quarterly Report on Form 10-Q for more information.
We believe that current cash and cash equivalents as well as borrowings available under the Credit Facility will be sufficient to fund our operations and capital requirements for at least the next 12 months. Our future capital requirements will depend on many factors, including our growth rate, the timing and extent of spending to support research and development efforts to enhance the nCino Bank Operating System and introduce new applications, market acceptance of our solutions, the continued expansion of our sales and marketing activities, capital expenditure requirements, and any potential future acquisitions. We may from time-to-time seek to raise additional capital to support our growth. Any equity financing we may undertake could be dilutive to our existing stockholders, and any debt financing we may undertake could require debt service and financial and operational covenants that could adversely affect our business. There is no assurance we would be able to obtain future financing on acceptable terms or at all.
nCino K.K.
In fiscal 2020, we established nCino K.K., a Japanese company in which we own a controlling interest, for purposes of facilitating our entry into the Japanese market. We have consolidated the results of operations and financial condition of nCino K.K. since its inception. Pursuant to an agreement with the holders of the non-controlling interest in nCino K.K., beginning in 2027 we may redeem the non-controlling interest, or be required to redeem such interest by the holders thereof, based on a prescribed formula derived from the relative revenues of nCino K.K. and the Company. The balance of the redeemable non-controlling interest is reported on our balance sheet below total liabilities but above stockholders’ equity at the greater of the initial carrying amount adjusted for the redeemable non-controlling interest’s share of earnings or losses and other comprehensive income or loss, or its estimated redemption value. As of January 31, 2023 and October 31, 2023, the redeemable non-controlling interest was $3.6 million and $3.2 million, respectively.
As part of our joint venture obligations, we made an additional cash capital contribution of $1.0 million to nCino K.K. during the third quarter of fiscal 2024.
Cash Flows
Summary Cash Flow information for the nine months ended October 31, 2022 and 2023 are set forth below:
Nine Months Ended October 31,
($ in thousands)20222023
Net cash provided by operating activities$6,639 $49,137 
Net cash used in investing activities(13,776)(5,939)
Net cash provided by (used in) financing activities34,637 (24,031)
33

Net Cash Provided by Operating Activities
The $49.1 million provided by operating activities in the nine months ended October 31, 2023 reflects our net loss of $44.9 million and $0.8 million used in changes in working capital accounts, offset by $94.8 million in non-cash charges. Non-cash charges primarily consisted of stock-based compensation, depreciation and amortization, amortization of costs capitalized to obtain revenue contracts, non-cash operating lease costs, foreign currency losses related to intercompany loans and transactions, provision for deferred taxes and bad debt. Cash generated by working capital accounts was principally a function of an $35.5 million decrease in accounts receivable due to the timing of billings and collections from customers, a $3.4 million decrease in prepaid expenses and other assets, and a $1.2 million increase in accounts payable. The cash generated by working capital accounts was offset by a $23.8 million decrease in deferred revenue due to the timing of billings and revenue recognition and an $8.0 million decrease in accrued expenses and other current liabilities which includes payments of approximately $5.0 million for severance and other employee costs associated with the restructuring plan and changing commission payment plans from a quarterly basis to a monthly basis. Additional offsets were payments of $6.0 million of capitalized costs to obtain revenue contracts, which consisted primarily of sales commissions, and a $3.1 million decrease in operating lease liabilities.
The $6.6 million provided by operating activities in the nine months ended October 31, 2022 reflects our net loss of $80.1 million, offset by $79.5 million in non-cash charges and $7.2 million generated by changes in working capital accounts. Non-cash charges primarily consisted of stock-based compensation, depreciation and amortization, amortization of costs capitalized to obtain revenue contracts, foreign currency losses related to intercompany loans and transactions, and non-cash operating lease costs. Cash generated by working capital accounts was principally a function of a $32.5 million decrease in accounts receivable due to collections from customers. The cash generated by working capital accounts was partially offset by a $9.2 million decrease in accrued expenses and other current liabilities, payments of $8.0 million of capitalized costs to obtain revenue contracts, which consisted primarily of sales commissions, a $3.0 million decrease in operating lease liabilities, a $2.9 million decrease in deferred revenue, a $1.7 million decrease in accounts payable, and a $0.4 million increase in prepaid expenses and other assets.
Net Cash Used in Investing Activities
The $5.9 million used in investing activities in the nine months ended October 31, 2023 was comprised of $3.1 million for the purchase of property and equipment and leasehold improvements to support the expansion of our business, $2.5 million for the purchase of preferred stock in Rich Data Co, and $0.4 million for the final cash considerations relating to an asset acquisition completed in August 2022. The $13.8 million used in investing activities in the nine months ended October 31, 2022 was comprised of $13.9 million for the purchase of property and equipment and leasehold improvements to support the expansion of our business and $0.6 million for an asset acquisition completed in August 2022. The cash used in investing activities was partially offset by $0.7 million received for a net working capital adjustment from our SimpleNexus acquisition.
Net Cash Provided by (Used in) Financing Activities
The $24.0 million used in financing activities in the nine months ended October 31, 2023 was comprised principally of payments of $30.0 million on the Credit Facility and principal payments of $0.9 million on financing obligations. The cash used in financing activities was partially offset by $3.2 million of proceeds from the exercise of stock options, $2.7 million of proceeds from stock issuances under the employee stock purchase plan, and $1.0 million in proceeds from the non-controlling interest in our Japan joint venture. The $34.6 million provided by financing activities in the nine months ended October 31, 2022 was comprised principally of $50.0 million of proceeds from borrowings on the Credit Facility to expand our liquidity, $3.0 million of proceeds from the exercise of stock options, and $2.4 million of proceeds from stock issuances under the employee stock purchase plan. The cash provided by financing activities was partially reduced by payments of $20.0 million on the Credit Facility, principal payments of $0.5 million on financing obligations, and debt issuance costs of $0.4 million.
Contractual Obligations and Commitments
Our estimated future obligations principally consist of leases related to our facilities, purchase obligations related primarily to licenses and hosting services, financing obligations for leases for which we are considered the owners for accounting purposes and the Credit Facility. See Note 10 "Leases," Note 11 "Revolving Credit Facility," and Note 12 "Commitments and Contingencies" of the notes to our unaudited condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for more information.
34

Critical Accounting Policies and Estimates
Our unaudited condensed consolidated financial statements are prepared in accordance with GAAP. The preparation of these financial statements requires our management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses and related disclosures. Our estimates are based on our historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these judgments and estimates under different assumptions or conditions and any such differences may be significant.
See Note 7 "Goodwill and Intangible Assets" for a change in estimate related to the useful life of the SimpleNexus trade name during the three months ended October 31, 2023. There have been no material changes in our critical accounting policies or estimates as compared to those disclosed in the Annual Report on Form 10-K for the fiscal year ended January 31, 2023 filed with the SEC on March 28, 2023.
Recent Accounting Pronouncements
See Note 2 "Summary of Significant Accounting Policies" of the notes to our unaudited condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for recently adopted accounting pronouncements and recently issued accounting pronouncements not yet adopted, if applicable.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
We are exposed to market risks 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 primarily the result of fluctuations in interest rates and foreign currency exchange rates.
Interest Rate Risk
At October 31, 2023, we had cash, cash equivalents and restricted cash of $105.8 million, which consisted primarily of bank deposits and money market funds. Interest-earning instruments carry a degree of interest rate risk. However, our historical interest income has not fluctuated significantly. A hypothetical 10% change in interest rates would not have had a material impact on our financial results included in this Quarterly Report on Form 10-Q. We do not enter into investments for trading or speculative purposes and have not used any derivative financial instruments to manage our interest rate risk exposure.
On February 11, 2022, we entered into a senior secured revolving credit facility of up to $50.0 million. Borrowings bear interest, at the Company's option, at: (i) a base rate equal to the greater of (a) the lender’s “prime rate,” (b) the federal funds rate plus 0.50%, and (c) the BSBY rate plus 1.00%, plus a margin of 0.00% (provided that the base rate shall not be less than 0.00%); or (ii) the BSBY rate (provided that the BSBY shall not be less than 0.00%), plus a margin of 1.00%. As a result, we are exposed to increased interest rate risk as we make draws. At October 31, 2023, we had no amounts outstanding under the Credit Facility. See Note 11, "Revolving Credit Facility" of the notes to our unaudited condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information.
Foreign Currency Exchange Risk
Our reporting currency is the U.S. dollar and the functional currency of each of our subsidiaries is its local currency. The assets and liabilities of each of our subsidiaries are translated into U.S. dollars at exchange rates in effect at each balance sheet date. Revenues and expenses are translated using the average exchange rate for the relevant period. Equity transactions are translated using historical exchange rates. Decreases in the relative value of the U.S. dollar to other currencies may negatively affect revenues and other operating results as expressed in U.S. dollars. Foreign currency translation adjustments are accounted for as a component of accumulated other comprehensive income (loss) within stockholders’ equity. Gains or losses due to transactions in foreign currencies are included in non-operating income (expense), other in our unaudited condensed consolidated statements of operations. Furthermore, our customers outside of the U.S. typically pay us in local currency. We have not engaged in hedging of foreign currency transactions to date, although we may choose to do so in the future. We do not believe that an immediate 10% increase or decrease in the relative value of the U.S. dollar to other currencies would have a material effect on operating results or financial condition.
35

Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), means controls and other procedures of a company that are designed to provide reasonable assurance that information required to be disclosed by a company in the reports it files or submits under the Exchange Act is recorded, processed, summarized, and reported, within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the company’s management, including its principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures at October 31, 2023, the last day of the period covered by this Quarterly Report on Form 10-Q. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, at October 31, 2023, our disclosure controls and procedures were effective at the reasonable assurance level.
Changes in Internal Control over Financial Reporting
During the three months ended October 31, 2023, certain processes and controls were modified in connection with the migration of our subsidiary SimpleNexus, LLC (d/b/a nCino Mortgage, LLC) to our consolidated enterprise resource planning system. We do not believe that such modifications materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. There was no other change in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the period covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Inherent Limitations on the Effectiveness of Controls
Our management, including our Chief Executive Officer and Chief Financial Officer, do not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of the controls. The design of any system of controls is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
36

PART II. OTHER INFORMATION
Item 1. Legal Proceedings
See Note 12 "Commitments and Contingencies" of the notes to our unaudited condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for information regarding certain legal proceedings in which we are involved, which is incorporated by reference into this Part II, Item 1.
Item 1A. Risk Factors    
There are no material changes to the risk factors in the Company's Annual Report on Form 10-K for the fiscal year ended January 31, 2023 filed with the SEC on March 28, 2023 under the heading "Risk Factors." You should consider and read carefully these risks, as well as other information included in this Quarterly Report on Form 10-Q, including the section titled "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our unaudited condensed consolidated financial statements and related notes before making an investment decision with respect to our common stock. Those risks are not the only ones we face. The occurrence of any of those risks or additional risks and uncertainties not presently known to us or that we currently believe to be immaterial could materially and adversely affect our business, financial condition, and results of operation. In such case, the trading price of our common stock could decline, and you may lose all or part of your investment.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3. Defaults Upon Senior Securities
Not applicable.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
Securities Trading Plans of Directors and Executive Officers
During the three months ended October 31, 2023, the following Section 16 officer adopted, modified or terminated a “Rule 10b5-1 trading arrangement” as defined in Item 408 of Regulation S-K, as follows:
On October 6, 2023, Jeanette Sellers, Vice President of Accounting, adopted a Rule 10b5-1 trading arrangement providing for the sale from time to time of an aggregate of up to 9,496 shares of our common stock. The trading arrangement is intended to satisfy the affirmative defense in Rule 10b5-1(c). The duration of the trading arrangement is until August 15, 2024, or earlier if all transactions under the trading arrangement are completed.
On October 12, 2023, Pierre Naudé, Chairman and Chief Executive Officer, adopted a Rule 10b5-1 trading arrangement providing for the sale from time to time of an aggregate of up to 99,028 shares of our common stock. The trading arrangement is intended to satisfy the affirmative defense in Rule 10b5-1(c). The duration of the trading arrangement is until January 15, 2025, or earlier if all transactions under the trading arrangement are completed.
On October 13, 2023, Sean Desmond, Chief Customer Success Officer, adopted a Rule 10b5-1 trading arrangement providing for the sale from time to time of an aggregate of up to 17,642 shares of our common stock. The trading arrangement is intended to satisfy the affirmative defense in Rule 10b5-1(c). The duration of the trading arrangement is until January 16, 2024, or earlier if all transactions under the trading arrangement are completed.
On October 13, 2023, April Rieger, Chief Legal & Compliance Officer and Secretary, adopted a Rule 10b5-1 trading arrangement providing for the sale from time to time of an aggregate of up to 10,000 shares of our common stock. The trading arrangement is intended to satisfy the affirmative defense in Rule 10b5-1(c). The duration of the trading arrangement is until January 15, 2025, or earlier if all transactions under the trading arrangement are completed.
37

No other officers or directors, as defined in Rule 16a-1(f), adopted, modified, or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as defined in Regulation S-K Item 408, during the fiscal quarter.
38

Item 6. Exhibits
EXHIBIT INDEX
Incorporated by Reference
Exhibit
Number
Description of ExhibitFormFile No.ExhibitFiling DateFiled Herewith
3.18-K12B001-412113.1January 10, 2022
3.28-K001-412113.1November 29, 2022
31.1X
31.2X
32.1*X
32.2*X
101.INSXBRL Instance DocumentX
101.SCHXBRL Taxonomy Extension Schema DocumentX
101.CALXBRL Taxonomy Extension Calculation Linkbase DocumentX
101.DEFXBRL Taxonomy Extension Definition Linkbase DocumentX
101.LABXBRL Taxonomy Extension Label Linkbase DocumentX
101.PREXBRL Taxonomy Extension Presentation Linkbase DocumentX
104Cover Page Interactive Data File (embedded within the Inline XBRL document)X
*The certifications furnished in Exhibit 32.1 and 32.2 hereto are deemed to accompany this Quarterly Report on Form 10-Q and will not be deemed "filed" for purpose of Section 18 of the Securities Exchange Act of 1934, as amended, except to the extent that the registrant specifically incorporates by reference.
39

SIGNATURES
Pursuant to the requirements of the Securities Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
nCino, Inc.
Date: November 29, 2023By:/s/ Pierre Naudé
Pierre Naudé
Chairman and Chief Executive Officer
(Principal Executive Officer)
Date: November 29, 2023By:/s/ Gregory D. Orenstein
Gregory D. Orenstein
Chief Financial Officer & Treasurer
(Principal Financial Officer)
40

Exhibit 31.1

CERTIFICATION PURSUANT TO
RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Pierre Naudé, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of nCino, Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and




5.The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.


Date: November 29, 2023By:/s/ Pierre Naudé
Pierre Naudé
Chairman and Chief Executive Officer





Exhibit 31.2

CERTIFICATION PURSUANT TO
RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Gregory D. Orenstein, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of nCino, Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and




5.The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.



Date: November 29, 2023By:/s/ Gregory D. Orenstein
Gregory D. Orenstein
Chief Financial Officer & Treasurer



Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of nCino, Inc. (the “Company”) on Form 10-Q for the period ending October 31, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:
1.The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


Date: November 29, 2023By:/s/ Pierre Naudé
Pierre Naudé
Chairman and Chief Executive Officer
 
 


Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of nCino, Inc. (the “Company”) on Form 10-Q for the period ending October 31, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:
1.The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


Date: November 29, 2023By:/s/ Gregory D. Orenstein
Gregory D. Orenstein
Chief Financial Officer & Treasurer


v3.23.3
Cover - shares
9 Months Ended
Oct. 31, 2023
Nov. 24, 2023
Cover [Abstract]    
Document Type 10-Q  
Document Quarterly Report true  
Document Period End Date Oct. 31, 2023  
Document Transition Report false  
Entity File Number 001-41211  
Entity Registrant Name nCino, Inc.  
Entity Incorporation, State or Country Code DE  
Entity Tax Identification Number 87-4154342  
Entity Address, Address Line One 6770 Parker Farm Drive  
Entity Address, City or Town Wilmington  
Entity Address, State or Province NC  
Entity Address, Postal Zip Code 28405  
City Area Code 888  
Local Phone Number 676-2466  
Title of 12(b) Security Common stock, par value $0.0005 per share  
Trading Symbol NCNO  
Security Exchange Name NASDAQ  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Large Accelerated Filer  
Entity Small Business false  
Entity Emerging Growth Company false  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding   113,133,108
Entity Central Index Key 0001902733  
Current Fiscal Year End Date --01-31  
Document Fiscal Year Focus 2024  
Document Fiscal Period Focus Q3  
Amendment Flag false  
v3.23.3
Condensed Consolidated Balance Sheets - USD ($)
$ in Thousands
Oct. 31, 2023
Jan. 31, 2023
Current assets    
Cash and cash equivalents (VIE: $2,019 and $2,555 at January 31, 2023 and October 31, 2023, respectively) $ 100,475 $ 82,036
Accounts receivable, less allowances of $899 and $2,221 at January 31, 2023 and October 31, 2023, respectively 62,012 99,497
Costs capitalized to obtain revenue contracts, current portion, net 9,715 9,386
Prepaid expenses and other current assets 18,670 16,274
Total current assets 190,872 207,193
Property and equipment, net 80,557 84,442
Operating lease right-of-use assets, net 8,855 10,508
Costs capitalized to obtain revenue contracts, noncurrent, net 16,293 18,229
Goodwill 838,585 839,440
Intangible assets, net 121,695 152,825
Investments 9,031 6,531
Long-term prepaid expenses and other assets 1,656 8,101
Total assets 1,267,544 1,327,269
Current liabilities    
Accounts payable 12,526 11,878
Accrued compensation and benefits 13,748 22,623
Accrued expenses and other current liabilities 11,439 10,897
Deferred revenue 130,308 154,871
Financing obligations, current portion 1,429 1,015
Operating lease liabilities, current portion 3,523 3,874
Total current liabilities 172,973 205,158
Operating lease liabilities, noncurrent 6,460 7,282
Deferred income taxes, noncurrent 3,241 2,797
Revolving credit facility, noncurrent 0 30,000
Financing obligations, noncurrent 53,063 54,365
Total liabilities 235,737 299,602
Commitments and contingencies (Note 12)
Redeemable non-controlling interest (Note 3) 3,198 3,589
Stockholders’ equity    
Preferred stock, $0.001 par value; 10,000,000 shares authorized, and none issued and outstanding as of January 31, 2023 and October 31, 2023 0 0
Common stock, $0.0005 par value; 500,000,000 shares authorized as of January 31, 2023 and October 31, 2023; 111,424,132 and 113,030,730 shares issued and outstanding as of January 31, 2023 and October 31, 2023, respectively 57 56
Additional paid-in capital 1,382,019 1,333,669
Accumulated other comprehensive income 906 694
Accumulated deficit (354,373) (310,341)
Total stockholders’ equity 1,028,609 1,024,078
Total liabilities, redeemable non-controlling interest, and stockholders’ equity $ 1,267,544 $ 1,327,269
v3.23.3
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($)
$ in Thousands
Oct. 31, 2023
Jan. 31, 2023
Cash and cash equivalents $ 100,475 $ 82,036
Allowance for doubtful accounts 2,221 899
Investments $ 9,031 $ 6,531
Preferred stock, par value (in USD per share) $ 0.001 $ 0.001
Preferred stock, shares authorized (in shares) 10,000,000 10,000,000
Preferred stock, shares issued (in shares) 0 0
Preferred stock, shares outstanding (in shares) 0 0
Common stock, par value (in USD per share) $ 0.0005 $ 0.0005
Common stock, shares authorized (in shares) 500,000,000 500,000,000
Common stock, shares, issued (in shares) 113,030,730 111,424,132
Common stock, shares outstanding (in shares) 113,030,730 111,424,132
Related Party    
Investments $ 2,500 $ 2,500
Variable Interest Entity, Primary Beneficiary    
Cash and cash equivalents $ 2,555 $ 2,019
v3.23.3
Condensed Consolidated Statements of Operations - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Oct. 31, 2023
Oct. 31, 2022
Oct. 31, 2023
Oct. 31, 2022
Revenues        
Total revenues $ 121,942 $ 105,296 $ 352,850 $ 299,134
Cost of revenues        
Total cost of revenues 48,025 43,156 142,260 124,679
Gross profit 73,917 62,140 210,590 174,455
Operating expenses        
Sales and marketing 38,446 32,423 100,551 94,274
Research and development 29,043 29,471 87,127 88,287
General and administrative 19,334 18,690 59,239 62,575
Total operating expenses 86,823 80,584 246,917 245,136
Loss from operations (12,906) (18,444) (36,327) (70,681)
Non-operating income (expense)        
Interest income 685 87 2,057 115
Interest expense (854) (580) (3,277) (1,849)
Other expense, net (2,320) (2,911) (2,633) (5,498)
Loss before income taxes (15,395) (21,848) (40,180) (77,913)
Income tax provision 1,782 797 4,720 2,159
Net loss (17,177) (22,645) (44,900) (80,072)
Net loss attributable to redeemable non-controlling interest (320) (257) (868) (908)
Adjustment attributable to redeemable non-controlling interest (478) 1,191 (526) 2,348
Net loss attributable to nCino, Inc. $ (16,379) $ (23,579) $ (43,506) $ (81,512)
Net loss per share attributable to nCino, Inc.:        
Basic (in USD per share) $ (0.15) $ (0.21) $ (0.39) $ (0.74)
Diluted (in USD per share) $ (0.15) $ (0.21) $ (0.39) $ (0.74)
Weighted average number of common shares outstanding:        
Basic (in shares) 112,951,553 110,897,811 112,484,017 110,434,171
Diluted (in shares) 112,951,553 110,897,811 112,484,017 110,434,171
Subscription        
Revenues        
Total revenues $ 104,759 $ 88,290 $ 301,996 $ 251,924
Cost of revenues        
Total cost of revenues 30,605 26,844 89,481 78,499
Professional services and other        
Revenues        
Total revenues 17,183 17,006 50,854 47,210
Cost of revenues        
Total cost of revenues $ 17,420 $ 16,312 $ 52,779 $ 46,180
v3.23.3
Condensed Consolidated Statement of Comprehensive Loss - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Oct. 31, 2023
Oct. 31, 2022
Oct. 31, 2023
Oct. 31, 2022
Statement of Comprehensive Income [Abstract]        
Net loss $ (17,177) $ (22,645) $ (44,900) $ (80,072)
Other comprehensive income:        
Foreign currency translation 74 472 214 1,581
Other comprehensive income 74 472 214 1,581
Comprehensive loss (17,103) (22,173) (44,686) (78,491)
Less comprehensive loss attributable to redeemable non-controlling interest:        
Net loss attributable to redeemable non-controlling interest (320) (257) (868) (908)
Foreign currency translation attributable to redeemable non-controlling interest 12 (67) 2 (249)
Comprehensive loss attributable to redeemable non-controlling interest (308) (324) (866) (1,157)
Comprehensive loss attributable to nCino, Inc. $ (16,795) $ (21,849) $ (43,820) $ (77,334)
v3.23.3
Condensed Consolidated Statements of Stockholders’ Equity - USD ($)
$ in Thousands
Total
Common Stock
Additional Paid-in Capital
Other Comprehensive Income (Loss)
Accumulated Deficit
Balance, beginning of the period (in shares) at Jan. 31, 2022   109,778,542      
Balance, beginning of the period at Jan. 31, 2022 $ 1,067,625 $ 55 $ 1,277,258 $ (72) $ (209,616)
Increase (Decrease) in Stockholders' Equity [Roll Forward]          
Exercise of stock options (in shares)   451,147      
Exercise of stock options 3,038 $ 0 3,038    
Stock issuance upon vesting of restricted stock units (in shares)   621,644      
Stock issuance under the employee stock purchase plan (in shares)   92,236      
Stock issuance under the employee stock purchase plan 2,424   2,424    
Stock-based compensation 38,457   38,457    
Other comprehensive income 1,830     1,830  
Net loss attributable to nCino, Inc., including adjustment to redeemable non-controlling interest (81,512)   (2,348)   (79,164)
Balance, ending of the period (in shares) at Oct. 31, 2022   110,943,569      
Balance, ending of the period at Oct. 31, 2022 1,031,862 $ 55 1,318,829 1,758 (288,780)
Balance, beginning of the period (in shares) at Jul. 31, 2022   110,616,050      
Balance, beginning of the period at Jul. 31, 2022 1,041,221 $ 55 1,306,339 1,219 (266,392)
Increase (Decrease) in Stockholders' Equity [Roll Forward]          
Exercise of stock options (in shares)   145,753      
Exercise of stock options 1,182   1,182    
Stock issuance upon vesting of restricted stock units (in shares)   181,766      
Stock-based compensation 12,499   12,499    
Other comprehensive income 539     539  
Net loss attributable to nCino, Inc., including adjustment to redeemable non-controlling interest (23,579)   (1,191)   (22,388)
Balance, ending of the period (in shares) at Oct. 31, 2022   110,943,569      
Balance, ending of the period at Oct. 31, 2022 1,031,862 $ 55 1,318,829 1,758 (288,780)
Balance, beginning of the period (in shares) at Jan. 31, 2023   111,424,132      
Balance, beginning of the period at Jan. 31, 2023 $ 1,024,078 $ 56 1,333,669 694 (310,341)
Increase (Decrease) in Stockholders' Equity [Roll Forward]          
Exercise of stock options (in shares) 447,440 447,440      
Exercise of stock options $ 3,176 $ 1 3,175    
Stock issuance upon vesting of restricted stock units (in shares)   1,039,074      
Stock issuance under the employee stock purchase plan (in shares)   120,084      
Stock issuance under the employee stock purchase plan 2,698   2,698    
Stock-based compensation 41,951   41,951    
Other comprehensive income 212     212  
Net loss attributable to nCino, Inc., including adjustment to redeemable non-controlling interest (43,506)   526   (44,032)
Balance, ending of the period (in shares) at Oct. 31, 2023   113,030,730      
Balance, ending of the period at Oct. 31, 2023 1,028,609 $ 57 1,382,019 906 (354,373)
Balance, beginning of the period (in shares) at Jul. 31, 2023   112,661,660      
Balance, beginning of the period at Jul. 31, 2023 1,028,141 $ 56 1,364,757 844 (337,516)
Increase (Decrease) in Stockholders' Equity [Roll Forward]          
Exercise of stock options (in shares)   106,772      
Exercise of stock options 968   967    
Stock issuance upon vesting of restricted stock units (in shares)   262,298      
Stock-based compensation 15,817   15,817    
Other comprehensive income 62     62  
Net loss attributable to nCino, Inc., including adjustment to redeemable non-controlling interest (16,379)   478   (16,857)
Balance, ending of the period (in shares) at Oct. 31, 2023   113,030,730      
Balance, ending of the period at Oct. 31, 2023 $ 1,028,609 $ 57 $ 1,382,019 $ 906 $ (354,373)
v3.23.3
Condensed Consolidated Statements of Cash Flows - USD ($)
$ in Thousands
9 Months Ended
Oct. 31, 2023
Oct. 31, 2022
Cash flows from operating activities    
Net loss attributable to nCino, Inc. $ (43,506) $ (81,512)
Net loss and adjustment attributable to redeemable non-controlling interest (1,394) 1,440
Net loss (44,900) (80,072)
Adjustments to reconcile net loss to net cash provided by operating activities:    
Depreciation and amortization 37,337 25,458
Non-cash operating lease costs 3,581 2,879
Amortization of costs capitalized to obtain revenue contracts 7,368 6,160
Amortization of debt issuance costs 138 131
Stock-based compensation 41,969 38,476
Deferred income taxes 881 452
Provision for bad debt 1,124 323
Net foreign currency losses 2,275 5,608
Loss on disposal of long-lived assets 161 0
Change in operating assets and liabilities:    
Accounts receivable 35,455 32,497
Costs capitalized to obtain revenue contracts (5,959) (8,033)
Prepaid expenses and other assets 3,374 (446)
Accounts payable 1,184 (1,732)
Accrued expenses and other current liabilities (7,999) (9,182)
Deferred revenue (23,789) (2,883)
Operating lease liabilities (3,063) (2,997)
Net cash provided by operating activities 49,137 6,639
Cash flows from investing activities    
Acquisition of business, net of cash acquired 0 676
Acquisition of assets (356) (563)
Purchases of property and equipment (3,083) (13,889)
Purchase of investment (2,500) 0
Net cash used in investing activities (5,939) (13,776)
Cash flows from financing activities    
Investment from redeemable non-controlling interest 983 0
Proceeds from borrowings on revolving credit facility 0 50,000
Payments on revolving credit facility (30,000) (20,000)
Payments of debt issuance costs 0 (367)
Exercise of stock options 3,176 3,038
Stock issuance under the employee stock purchase plan 2,698 2,424
Principal payments on financing obligations (888) (458)
Net cash provided by (used in) financing activities (24,031) 34,637
Effect of foreign currency exchange rate changes on cash, cash equivalents, and restricted cash (762) (4,098)
Net increase in cash, cash equivalents, and restricted cash 18,405 23,402
Cash, cash equivalents, and restricted cash, beginning of period 87,418 88,399
Cash, cash equivalents, and restricted cash, end of period 105,823 111,801
Reconciliation of cash, cash equivalents, and restricted cash, end of period:    
Cash and cash equivalents 100,475 106,451
Restricted cash included in prepaid expenses and other current assets 5,000 0
Restricted cash included in other long-term assets 348 5,350
Total cash, cash equivalents, and restricted cash, end of period 105,823 111,801
Supplemental disclosure of cash flow information    
Cash paid for taxes, net of refunds 2,244 657
Cash paid for interest 3,458 1,849
Supplemental disclosure of noncash investing and financing activities    
Purchase of property and equipment, accrued but not paid $ 200 $ 14,765
v3.23.3
Organization and Description of Business
9 Months Ended
Oct. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Organization and Description of Business Organization and Description of Business
Organization: On November 16, 2021, nCino, Inc. (now nCino OpCo, Inc., "nCino OpCo") entered into an Agreement and Plan of Merger (the "Merger Agreement") with Penny HoldCo, Inc. (now nCino, Inc., "nCino, Inc."), a Delaware corporation incorporated on November 12, 2021 as a wholly-owned subsidiary of nCino OpCo, and certain other parties. On January 7, 2022, in connection with the closing of the transactions contemplated by the Merger Agreement, Penny HoldCo, Inc. changed its name to nCino, Inc. and nCino, Inc. changed its name to nCino OpCo, Inc. and became a wholly-owned subsidiary of nCino, Inc.
Merger: On January 7, 2022, pursuant to the Merger Agreement, nCino, Inc. and nCino OpCo completed a series of mergers in which nCino, Inc. became the parent of nCino OpCo and SimpleNexus, LLC ("SimpleNexus"). Each share of nCino OpCo common stock, par value $0.0005 per share, issued and outstanding was converted into one fully paid and nonassessable share of nCino, Inc. common stock, par value $0.0005. nCino, Inc. became the successor issuer and reporting company to nCino OpCo pursuant to Rule 12g-3(a) under the Securities Exchange Act of 1934, as amended. On January 10, 2022, shares of nCino OpCo were suspended from trading on the Nasdaq Global Select Market, and shares of nCino, Inc. commenced using nCino OpCo's trading history under the ticker symbol "NCNO".
On September 8, 2023, SimpleNexus began operating as SimpleNexus, LLC d/b/a nCino Mortgage, LLC ("nCino Mortgage").
Description of Business: The Company is a software-as-a-service ("SaaS") company that provides software applications to financial institutions to streamline employee and client interactions. The Company is headquartered in Wilmington, North Carolina and has various locations in the U.S., North America, Europe and Asia Pacific.
Fiscal Year End: The Company’s fiscal year ends on January 31.
v3.23.3
Summary of Significant Accounting Policies
9 Months Ended
Oct. 31, 2023
Accounting Policies [Abstract]  
Summary of Significant Accounting Policies Summary of Significant Accounting Policies
Principles of Consolidation and Basis of Presentation: The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America ("GAAP") as set forth in the Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") and applicable rules and regulations of the Securities Exchange Commission ("SEC") regarding interim financial reporting. Certain information and disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. Therefore, these unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes included in the Company's Annual Report on Form 10-K for the fiscal year ended January 31, 2023 filed with the SEC on March 28, 2023. The unaudited condensed consolidated financial statements include accounts of the Company’s wholly-owned subsidiaries, as well as a variable interest entity in which the Company is the primary beneficiary. All intercompany accounts and transactions are eliminated.
The Company is subject to the normal risks associated with technology companies that have not demonstrated sustainable income from operations, including product development, the risk of customer acceptance and market penetration of its products and services and, ultimately, the need to attain profitability to generate positive cash resources.
In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all normal recurring adjustments necessary to present fairly the financial position, results of operations, comprehensive loss and cash flows for the interim periods, but are not necessarily indicative of the results of operations to be anticipated for the full fiscal 2024 or any future period.
Variable Interest Entity: The Company holds an interest in a Japanese company (“nCino K.K.”) that is considered a variable interest entity ("VIE"). nCino K.K. is considered a VIE as it has insufficient equity capital to finance its activities without additional financial support. The Company is the primary beneficiary of nCino K.K. as it has the power over the activities that most significantly impact the economic performance of nCino K.K. and has the obligation to absorb expected
losses and the right to receive expected benefits that could be significant to nCino K.K., in accordance with accounting guidance. As a result, the Company consolidated nCino K.K. and all significant intercompany accounts have been eliminated. The Company will continue to assess whether it has a controlling financial interest and whether it is the primary beneficiary at each reporting period. Other than the Company’s equity investments, the Company has not provided financial or other support to nCino K.K. that it was not contractually obligated to provide. The assets of the VIE can only be used to settle the obligations of the VIE and the creditors of the VIE do not have recourse to the Company. The assets and liabilities of the VIE were not significant to the Company’s consolidated financial statements except for cash which is reflected on the unaudited condensed consolidated balance sheets. See Note 3 "Variable Interest Entity and Redeemable Non-Controlling Interest" for additional information regarding the Company’s variable interest.
Redeemable Non-Controlling Interest: Redeemable non-controlling interest relates to minority investors of nCino K.K. An agreement with the minority investors of nCino K.K. contains redemption features whereby the interest held by the minority investors are redeemable either at the option of the (i) minority investors or (ii) the Company, both beginning on the eighth anniversary of the initial capital contribution. If the interest of the minority investors were to be redeemed under this agreement, the Company would be required to redeem the interest based on a prescribed formula derived from the relative revenues of nCino K.K. and the Company. The balance of the redeemable non-controlling interest is reported at the greater of the initial carrying amount adjusted for the redeemable non-controlling interest’s share of earnings or losses and other comprehensive income or loss, or its estimated redemption value. The resulting changes in the estimated redemption amount (increases or decreases) are recorded with corresponding adjustments against retained earnings or, in the absence of retained earnings, additional paid-in-capital. These interests are presented on the unaudited condensed consolidated balance sheets outside of equity under the caption “Redeemable non-controlling interest.”
Use of Estimates: The preparation of unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the unaudited condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates and assumptions made by the Company’s management are used for, but not limited to, revenue recognition including determining the nature and timing of satisfaction of performance obligations, variable consideration, and stand-alone selling price; the average period of benefit associated with costs capitalized to obtain revenue contracts; fair value of assets acquired and liabilities assumed for business combinations; the useful lives of intangible assets; income taxes and the related valuation allowance on deferred tax assets; redemption value of redeemable non-controlling interest; and stock-based compensation. The Company assesses these estimates on a regular basis using historical experience and other factors. Actual results could differ from these estimates. See Note 7 "Goodwill and Intangible Assets" for a change in estimate for the useful life of the SimpleNexus trade name.
Concentration of Credit Risk and Significant Customers: The Company’s financial instruments that are exposed to concentration of credit risk consist primarily of cash, cash equivalents, restricted cash and accounts receivable. The Company’s cash and cash equivalents exceeded federally insured limits at January 31, 2023 and October 31, 2023. The Company maintains its cash, cash equivalents and restricted cash with high-credit-quality financial institutions.
As of January 31, 2023 and October 31, 2023, no individual customer represented over 10% of accounts receivable. For the three and nine months ended October 31, 2022 and 2023, no individual customer represented more than 10% of the Company’s total revenues.
Restricted Cash: Restricted cash primarily consists of a minimum cash balance the Company maintains with a lender under the Company's revolving credit facility. The remaining restricted cash consists of deposits held as collateral for the Company's bank guarantees issued in place of security deposits for certain property leases and credit cards. Restricted cash is included in other long-term assets at January 31, 2023 and in prepaid expenses and other current assets and other long-term assets at October 31, 2023 on the unaudited condensed consolidated balance sheets.
Accounts Receivable and Allowances: A receivable is recorded when an unconditional right to invoice and receive payment exists, such that only the passage of time is required before payment of consideration is due. Timing of revenue recognition may differ from the timing of invoicing to customers. Certain performance obligations may require payment before delivery of the service to the customer. The Company recognizes a contract asset in the form of accounts receivable when the Company has an unconditional right to payment, and the Company records a contract asset in the form of
unbilled accounts receivable when revenues earned on a contract exceeds the billings. The Company’s standard billing terms are annual in advance, while nCino Mortgage's standard billing terms are monthly in advance. An unbilled accounts receivable is a contract asset related to the delivery of the Company’s subscription services and professional services for which the related billings will occur in a future period. Unbilled accounts receivable consists of (i) revenues recognized for professional services performed but not yet billed and (ii) revenues recognized from non-cancelable, multi-year orders in which fees increase annually but for which the Company is not contractually able to invoice until a future period. Accounts receivable are reported at their gross outstanding balance reduced by an allowance for estimated receivable losses, which includes allowances for doubtful accounts and a reserve for expected credit losses.
The Company records allowances for doubtful accounts based upon the credit worthiness of customers, historical experience, the age of the accounts receivable, current market and economic conditions, and supportable forecasts about the future. Relevant risk characteristics include customer size and historical loss patterns. This estimate is analyzed quarterly and adjusted as necessary.
A summary of activity in the allowance for doubtful accounts is as follows:
Three Months Ended October 31,Nine Months Ended October 31,
2022202320222023
Balance, beginning of period$301 $876 $151 $899 
Charged to bad debt expense169 368 323 1,124 
Charged to deferred revenue— 981 — 923 
Write-offs and other(116)— (116)(721)
Translation adjustments(6)(4)(10)(4)
Balance, end of period$348 $2,221 $348 $2,221 
Investments: The Company's investments are non-marketable equity investments without readily determinable fair value and for which the Company does not have control or significant influence. The investments are measured at cost with adjustments for observable changes in price or impairment as permitted by the measurement alternative. The Company assesses at each reporting period if the investments continue to qualify for the measurement alternative. Gains or losses resulting from observable price changes are recognized currently in the Company's unaudited condensed consolidated statements of operations. The Company assesses the investments whenever events or changes in circumstances indicate that the carrying value of the investments may not be recoverable.
v3.23.3
Variable Interest Entity and Redeemable Non-Controlling Interest
9 Months Ended
Oct. 31, 2023
Noncontrolling Interest [Abstract]  
Variable Interest Entity and Redeemable Non-Controlling Interest Variable Interest Entity and Redeemable Non-Controlling Interest
In October 2019, the Company entered into an agreement with Japan Cloud Computing, L.P. and M30 LLC (collectively, the “Investors”) to engage in the investment, organization, management, and operation of nCino K.K. that is focused on the distribution of the Company’s products in Japan. In October 2019, the Company initially contributed $4.7 million in cash in exchange for 51% of the outstanding common stock of nCino K.K. As of October 31, 2023, the Company controls a majority of the outstanding common stock in nCino K.K. In October 2023, the Company made a further investment in nCino K.K. of $1.0 million that, including additional investments in nCino K.K. of $1.0 million by exiting third-party investors in October 2023, maintained the Company's ownership of 51%.
All of the common stock held by the Investors is callable by the Company or puttable by the Investors at the option of the Investors or at the option of the Company beginning on the eighth anniversary of the agreement with the Investors. Should the call or put option be exercised, the redemption value would be determined based on a prescribed formula derived from the discrete revenues of nCino K.K. and the Company and may be settled, at the Company’s discretion, with Company stock or cash or a combination of the foregoing. As a result of the put right available to the Investors, the redeemable non-controlling interests in nCino K.K. are classified outside of permanent equity in the Company’s unaudited condensed consolidated balance sheets. The estimated redemption value of the call/put option embedded in the redeemable non-controlling interest was $2.8 million at October 31, 2023.
The following table summarizes the activity in the redeemable non-controlling interests for the period indicated below:
Three Months Ended October 31,Nine Months Ended October 31,
2022202320222023
Balance, beginning of period$3,219 $2,995 $2,882 $3,589 
Investment by redeemable non-controlling interest— 983 — 983 
Net loss attributable to redeemable non-controlling interest (excluding adjustment to non-controlling interest)(257)(320)(908)(868)
Foreign currency translation(67)12 (249)
Adjustment to redeemable non-controlling interest1,191 (478)2,348 (526)
Stock-based compensation expense1
19 18 
Balance, end of period$4,092 $3,198 $4,092 $3,198 
1 nCino K.K. stock options granted in accordance with nCino K.K.'s equity incentive plan.
v3.23.3
Fair Value Measurements
9 Months Ended
Oct. 31, 2023
Fair Value Disclosures [Abstract]  
Fair Value Measurements Fair Value Measurements
Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis
The Company uses a three-tier fair value hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value:
Level 1. Quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2. Significant other inputs that are directly or indirectly observable in the marketplace.
Level 3. Significant unobservable inputs which are supported by little or no market activity.
The carrying amounts of cash equivalents, accounts receivable, accounts payable, and accrued expenses approximate fair value as of January 31, 2023 and October 31, 2023 because of the relatively short duration of these instruments.
The carrying amount of any outstanding borrowings on the Company's revolving credit facility approximates fair value due to the variable interest rates of the borrowings.
The Company evaluated its financial assets and liabilities subject to fair value measurements on a recurring basis to determine the appropriate level in which to classify them for each reporting period. The following table summarizes the Company’s financial assets measured at fair value as of January 31, 2023 and October 31, 2023 and indicates the fair value hierarchy of the valuation:
Fair value measurements on a recurring basis as of January 31, 2023
Level 1Level 2Level 3
Assets:
Money market accounts (included in cash and cash equivalents)$17,149 $— $— 
Time deposits (included in other long-term assets)382 — — 
Total assets$17,531 $— $— 
Fair value measurements on a recurring basis as of October 31, 2023
Level 1Level 2Level 3
Assets:
Money market accounts (included in cash and cash equivalents)$54,491 $— $— 
Time deposits (included in other long-term assets)348 — — 
Total assets$54,839 $— $— 
All of the Company’s money market accounts are classified within Level 1 because the Company’s money market accounts are valued using quoted market prices in active exchange markets including identical assets.
Financial Assets and Liabilities Measured at Fair Value on a Non-Recurring Basis
The Company's assets measured at fair value on a nonrecurring basis include the investments accounted for under the measurement alternative. There was no adjustment or impairment recognized for the three and nine months ended October 31, 2022 and 2023, respectively.
v3.23.3
Revenues
9 Months Ended
Oct. 31, 2023
Revenue from Contract with Customer [Abstract]  
Revenues Revenues
Revenues by Geographic Area
Revenues by geographic region were as follows:
Three Months Ended October 31,Nine Months Ended October 31,
2022202320222023
United States$89,442 $98,526 $254,049 $288,287 
International15,854 23,416 45,085 64,563 
$105,296 $121,942 $299,134 $352,850 
The Company disaggregates its revenues from contracts with customers by geographic location. Revenues by geography are determined based on the region of the Company’s contracting entity, which may be different than the region of the customer. No country outside the United States represented 10% or more of total revenues.
Contract Amounts
Accounts Receivable
Accounts receivable, less allowance for doubtful accounts, is as follows as of January 31, 2023 and October 31, 2023:
As of January 31, 2023As of October 31, 2023
Trade accounts receivable$94,729 $57,112 
Unbilled accounts receivable4,920 6,105 
Allowance for doubtful accounts(899)(2,221)
Other accounts receivable1
747 1,016 
Total accounts receivable, net$99,497 $62,012 
1Includes $0.1 million income tax receivable as of January 31, 2023 and October 31, 2023.
Deferred Revenue and Remaining Performance Obligations
Significant movements in the deferred revenue balance during the period consisted of increases due to payments received or due in advance prior to the transfer of control of the underlying performance obligations to the customer, which were offset by decreases due to revenues recognized in the period. During the nine months ended October 31, 2023, $149.9 million of revenues were recognized out of the deferred revenue balance as of January 31, 2023.
Transaction price allocated to remaining performance obligations represents contracted revenues that have not yet been recognized, which includes both deferred revenue and amounts that will be invoiced and recognized as revenues in future periods. Transaction price allocated to the remaining performance obligation is influenced by several factors, including the timing of renewals, average contract terms, and foreign currency exchange rates. The Company applies practical expedients to exclude amounts related to performance obligations that are billed and recognized as they are delivered, optional purchases that do not represent material rights, and any estimated amounts of variable consideration that are subject to constraint.
Remaining performance obligations were $917.1 million as of October 31, 2023. The Company expects to recognize approximately 68% of its remaining performance obligation as revenues in the next 24 months, approximately 28% more in the following 25 to 48 months, and the remainder thereafter.
v3.23.3
Property and Equipment
9 Months Ended
Oct. 31, 2023
Property, Plant and Equipment [Abstract]  
Property and Equipment Property and Equipment
Property and equipment, net consisted of the following:
As of January 31, 2023As of October 31, 2023
Furniture and fixtures$10,730 $12,047 
Computers and equipment8,361 8,107 
Buildings and land1
56,379 56,379 
Leasehold improvements28,702 27,563 
Construction in progress673 482 
104,845 104,578 
Less accumulated depreciation(20,403)(24,021)
$84,442 $80,557 
1See Note 12 "Commitments and Contingencies."
The Company recognized depreciation expense as follows:
Three Months Ended October 31,Nine Months Ended October 31,
2022202320222023
Cost of subscription revenues$92 $150 $268 $437 
Cost of professional services and other revenues311 457 852 1,375 
Sales and marketing349 450 991 1,334 
Research and development570 731 1,654 2,201 
General and administrative186 300 564 889 
Total depreciation expense$1,508 $2,088 $4,329 $6,236 
v3.23.3
Goodwill and Intangible Assets
9 Months Ended
Oct. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]  
Goodwill and Intangible Assets Goodwill and Intangible Assets
Goodwill
The change in the carrying amounts of goodwill was as follows:
Balance, January 31, 2023$839,440 
Translation adjustments(855)
Balance, October 31, 2023$838,585 
Intangible assets
Intangible assets, net are as follows:
As of January 31, 2023As of October 31, 2023
Gross
Amount
Accumulated
Amortization
Net Carrying
Amount
Gross
Amount
Accumulated
Amortization
Net Carrying
Amount
Developed technology$83,605 $(21,818)$61,787 $83,400 $(34,067)$49,333 
Customer relationships91,710 (13,418)78,292 91,701 (19,917)71,784 
Trademarks and trade name14,626 (2,705)11,921 14,624 (14,624)— 
Other919 (94)825 919 (341)578 
$190,860 $(38,035)$152,825 $190,644 $(68,949)$121,695 
The Company recognized amortization expense for intangible assets as follows:
Three Months Ended October 31,Nine Months Ended October 31,
2022202320222023
Cost of subscription revenues$4,249 $3,990 $12,767 $12,431 
Cost of professional services and other revenues47 82 47 247 
Sales and marketing2,772 12,880 8,315 18,423 
Total amortization expense$7,068 $16,952 $21,129 $31,101 
During the third quarter of fiscal 2024, the Company rebranded the SimpleNexus solution to nCino Mortgage, resulting in a change to the trade name useful life. As a result, the Company recorded accelerated amortization to fully amortize the remaining trade name intangible asset. The effect of this change in estimate for the three and nine months ended October 31,
2023 was an increase in sales and marketing amortization expense of $10.1 million, which resulted in an increase in loss of operations and net loss attributable to nCino, Inc. of $10.1 million, or $0.09 per basic and diluted share.
The expected future amortization expense for intangible assets as of October 31, 2023 is as follows:
Fiscal Year Ending January 31,
2024 (remaining)$6,125 
202524,499 
202624,334 
202723,127 
20288,669 
Thereafter34,941 
$121,695 
The expected amortization expense is an estimate. Actual amounts of amortization expense may differ from estimated amounts due to additional intangible asset acquisitions, changes in foreign currency exchange rates, impairment of intangible assets, future changes to expected asset lives of intangible assets, and other events.
v3.23.3
Stockholders’ Equity
9 Months Ended
Oct. 31, 2023
Equity [Abstract]  
Stockholders’ Equity Stockholders’ Equity
At October 31, 2023, the Company committed a total of 34,833,275 shares of common stock for future issuance as follows:
Issued and outstanding stock options1,551,058 
Nonvested issued and outstanding restricted stock units ("RSUs")5,785,669 
Possible issuance under stock plans27,496,548 
34,833,275 
v3.23.3
Stock-Based Compensation
9 Months Ended
Oct. 31, 2023
Share-Based Payment Arrangement [Abstract]  
Stock-Based Compensation Stock-Based Compensation
Stock Options
Stock option activity for the nine months ended October 31, 2023 was as follows:
Number of
Shares
Weighted
Average
Exercise Price
Outstanding, January 31, 20232,009,323 $6.62 
Granted— — 
Expired or forfeited(10,825)15.52 
Exercised(447,440)7.10 
Outstanding, October 31, 20231,551,058 $6.42 
Exercisable, October 31, 20231,548,183 $6.39 
Fully vested or expected to vest, October 31, 20231,550,771 $6.41 
Restricted Stock Units
RSU activity during the nine months ended October 31, 2023 was as follows:
Number of
Shares
Weighted Average
Grant Date Fair
Value
Nonvested, January 31, 20233,531,387 $44.00 
Granted3,516,749 25.57 
Vested(950,771)38.68 
Forfeited(311,696)39.81 
Nonvested, October 31, 20235,785,669 $33.89 
As of October 31, 2023, total unrecognized compensation expense related to non-vested RSUs was $155.3 million, adjusted for estimated forfeitures, based on the estimated fair value of the Company’s common stock at the time of grant. That cost is expected to be recognized over a weighted average period of 2.90 years.
Employee Stock Purchase Plan
The first offering period for the Employee Stock Purchase Plan ("ESPP") began on July 1, 2021 and ended on December 31, 2021. Thereafter, offering periods begin each year on January 1 and July 1.
The fair value of ESPP shares during the nine months ended October 31, 2022 and 2023 was estimated at the date of grant using the Black-Scholes option valuation model based on assumptions as follows for ESPP awards:
Nine Months Ended October 31,
20222023
Expected life (in years)0.500.50
Expected volatility
49.65% - 84.59%
61.66% - 61.86%
Expected dividends0.00%0.00%
Risk-free interest rate
0.22% - 2.52%
4.77% - 5.53%
Stock-Based Compensation Expense
Total stock-based compensation expense included in our unaudited condensed consolidated statements of operations were as follows:
Three Months Ended October 31,Nine Months Ended October 31,
2022202320222023
Cost of subscription revenues$392 $515 $1,120 $1,314 
Cost of professional services and other revenues1,778 2,571 5,564 6,660 
Sales and marketing3,326 4,153 10,144 11,194 
Research and development3,012 4,386 8,457 11,665 
General and administrative3,997 4,198 13,191 11,136 
Total stock-based compensation expense$12,505 $15,823 $38,476 $41,969 
v3.23.3
Leases
9 Months Ended
Oct. 31, 2023
Leases [Abstract]  
Leases Leases
Operating Leases
The Company leases its facilities and a portion of its equipment under various non-cancellable agreements, which expire at various times through July 2028, some of which include options to extend for up to five years.
The components of lease expense were as follows:
Three Months Ended October 31,Nine Months Ended October 31,
2022202320222023
Operating lease expense$1,023 $1,225 $2,961 $3,842 
Variable lease expense269 464 809 1,398 
Short-term lease expense124 94 378 328 
Total$1,416 $1,783 $4,148 $5,568 
Supplemental cash flow information related to operating leases were as follows:
Nine Months Ended October 31,
20222023
Cash paid for amounts included in the measurement of operating lease liabilities$3,079 $3,324 
Operating right-of-use assets obtained in exchange for operating lease liabilities1,989 2,142 
Operating right-of-use assets and operating lease liabilities disposed of— 115 
The weighted-average remaining lease term and weighted-average discount rate for the Company's operating lease liabilities as of October 31, 2023 were 3.25 years and 4.7%, respectively.
Future minimum lease payments as of October 31, 2023 were as follows:
Fiscal Year Ending January 31,Operating Leases
2024 (remaining)$939 
20253,921 
20262,801 
20271,506 
20281,097 
Thereafter495 
Total lease liabilities10,759 
Less: imputed interest(776)
Total lease obligations9,983 
Less: current obligations(3,523)
Long-term lease obligations$6,460 
v3.23.3
Revolving Credit Facility
9 Months Ended
Oct. 31, 2023
Debt Disclosure [Abstract]  
Revolving Credit Facility Revolving Credit Facility
On February 11, 2022, the Company entered into a Credit Agreement (the “Credit Agreement”), by and among the Company, nCino OpCo (the “Borrower”), certain subsidiaries of the Company as guarantors, and Bank of America, N.A. as lender (the “Lender”), pursuant to which the Lender is providing to the Borrower a senior secured revolving credit facility of up to $50.0 million (the “Credit Facility”). The Credit Facility includes borrowing capacity available for letters of credit subject to a sublimit of $7.5 million. Any issuance of letters of credit will reduce the amount available under the Credit Facility.
Borrowings under the Credit Facility bear interest, at the Borrower’s option, at: (i) a base rate equal to the greater of (a) the Lender’s “prime rate,” (b) the federal funds rate plus 0.50%, and (c) the Bloomberg Short Term Bank Yield Index ("BSBY") rate plus 1.00%, plus a margin of 0.00% (provided that the base rate shall not be less than 0.00%); or (ii) the BSBY rate (provided that the BSBY shall not be less than 0.00%), plus a margin of 1.00%. The Company is also required to pay an unused commitment fee to the Lender of 0.25% of the average daily unutilized commitments. The Company must also pay customary letter of credit fees.
Borrowings under the Credit Facility are scheduled to mature on February 11, 2024, and the Company may repay amounts borrowed any time without penalty. Borrowings under the Credit Facility may be reborrowed.
The Credit Agreement contains representations and warranties, affirmative, negative and financial covenants, and events of default that are customary for loans of this type. The financial covenant requires the Company and its subsidiaries on a consolidated basis to maintain Consolidated Liquidity of not less than $50.0 million. Consolidated Liquidity is measured as the sum of 100% of unrestricted and unencumbered cash of the Company and its domestic subsidiaries, 75% of unrestricted and unencumbered cash of the Company’s foreign subsidiaries and the lesser of Credit Facility availability and $25.0 million. The Company is also required to maintain at least $5.0 million of the Company's cash and/or marketable securities with the Lender which is considered restricted cash and is included in other long-term assets as of January 31, 2023 and prepaid expenses and other current assets as of October 31, 2023 on the Company's unaudited condensed consolidated balance sheets.
The Credit Facility is guaranteed by the Company and each of its current and future material domestic subsidiaries (the “Guarantors”) and secured by substantially all of the personal property, subject to customary exceptions, of the Borrower and the Guarantors, in each case, now owned or later acquired, including a pledge of all of the Borrower’s capital stock, the capital stock of all of the Company’s domestic subsidiaries, and 65% of the capital stock of foreign subsidiaries that are directly owned by the Borrower or a Guarantor.
The Company had $30.0 million and $0.0 million outstanding and no letters of credit issued under the Credit Facility and was in compliance with all covenants as of January 31, 2023 and October 31, 2023, respectively. The available borrowing capacity under the Credit Facility was $50.0 million as of October 31, 2023.
v3.23.3
Commitments and Contingencies
9 Months Ended
Oct. 31, 2023
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies Commitments and Contingencies
In addition to the operating lease commitments described in Note 10 "Leases", the Company has additional contractual commitments as described further below.
Purchase Commitments
The Company’s purchase commitments consist of non-cancellable agreements to purchase goods and services, primarily licenses and hosting services, entered into in the ordinary course of business.
Financing Obligations
The Company entered into a lease agreement for the Company's headquarters in November 2020 in connection with a new lessor acquiring the property. Due to a purchase option contained in that lease, the Company is deemed to have continuing involvement and is considered to be the owner of the Company's headquarters for accounting purposes. As a result, the Company did not meet the criteria to apply sale-leaseback accounting and therefore, recorded an asset and corresponding financing obligation for $16.3 million at inception of that lease. The fair value of the leased property and corresponding
financing obligation are included in property and equipment, net and financing obligations on the unaudited condensed consolidated balance sheets, respectively.
In January 2021, the Company entered into an amendment to its November 2020 headquarters lease to provide for construction of a parking deck, which upon completion was subject to exclusive use by the Company. Due to the Company also being deemed to be the owner of the parking deck for accounting purposes, the costs associated with the construction of the parking deck were capitalized as construction in progress with a corresponding construction liability through construction. Upon completion of the parking deck in September 2021, for approximately $17.7 million, the costs of the construction in progress and the corresponding construction liability were reclassified to property and equipment, net and financing obligations on the unaudited condensed consolidated balance sheets, respectively.
In April 2021, the Company entered into a new lease agreement for the construction of an additional office building that is on the same parcel of land as the Company's existing headquarters. Due to a purchase option contained in that April 2021 lease, the Company is also deemed to be the owner of the additional building for accounting purposes, the costs associated with the construction of the additional building were capitalized as construction in progress with a corresponding construction liability through construction. Upon completion of the additional building in November 2022, for approximately $22.4 million, the costs of the construction in progress and the corresponding construction liability were reclassified to property and equipment, net and financing obligations on the unaudited condensed consolidated balance sheets, respectively, and the term of the Company's November 2020 lease for its headquarters and the related parking deck became coterminous with the April 2021 lease. The term of the April 2021 lease expires in October 2037 with options to extend. The purchase option expires if not exercised on or before November 30, 2026.
The leases will be analyzed for applicable lease accounting upon expiration of the purchase option, if not exercised.
Purchase commitments and future minimum lease payments required under financing obligations as of October 31, 2023 is as follows:
Fiscal Year Ending January 31,Purchase commitmentsFinancing obligations - leased facility
2024 (remaining)$725 $1,116 
20253,019 4,543 
20262,761 4,644 
20271,602 3,950 
Total$8,107 $14,253 
Residual financing obligations and assets49,476 
Less: amount representing interest(9,237)
Financing obligations$54,492 
A portion of the associated lease payments are recognized as interest expense and the remainder reduces the financing obligations. The weighted-average discount rate for the Company's financing obligations as of October 31, 2023 was 5.7%.
Indemnification
In the ordinary course of business, the Company generally includes standard indemnification provisions in its arrangements with third parties, including vendors, customers, and the Company’s directors and officers. Pursuant to these provisions, the Company may be obligated to indemnify such parties for losses or claims suffered or incurred. It is not possible to determine the maximum potential loss under these indemnification provisions due to the Company’s limited history of prior indemnification claims and the unique facts and circumstances involved in each particular provision. To date, the Company has not incurred any material costs as a result of such obligations and has not accrued any material liabilities related to such obligations in the accompanying unaudited condensed consolidated financial statements.
Legal Proceedings
From time to time, the Company is involved in legal proceedings or is subject to claims arising in the ordinary course of business including the following:
On February 23, 2021, the Company and certain of its officers and other employees were served with grand jury subpoenas wherein the Antitrust Division of the Department of Justice (the "DOJ") was seeking documents and information in connection with an investigation of the Company’s hiring and wage practices under U.S. federal antitrust laws. On February 8, 2023, the DOJ informed the Company that the investigation is closed. No fines, sanctions, actions, or penalties were imposed or taken against the Company or its officers or other employees in connection with the matter, and the costs the Company was incurring cooperating with the investigation have now ceased.
On March 12, 2021, a putative class action complaint was filed in the United States District Court for the Eastern District of North Carolina (the "District Court"). The sole class representative in the suit is one individual alleging a contract, combination or conspiracy between and among the Company, Live Oak Bancshares, Inc. ("Live Oak") and Apiture, Inc. ("Apiture") not to solicit or hire each other’s employees in violation of Section 1 of the Sherman Act and N.C. Gen Stat. §§ 75-1 and 75-2. The complaint seeks treble damages and additional remedies, including restitution, disgorgement, reasonable attorneys’ fees, the costs of the suit, and pre-judgment and post judgment interest. The complaint does not allege any specific damages. On April 28, 2022, the District Court approved settlements between the plaintiff and defendant Live Oak in the amount of approximately $3.9 million and unnamed party Apiture in the amount of approximately $0.8 million. In July 2023, through mediation, the Company and the plaintiff reached a settlement agreement in principle of approximately $2.2 million that remains subject to court approval. While the Company strongly believes that it would prevail on the merits and that it has not violated the antitrust laws, in order to avoid the distraction and expense of protracted litigation and instead continue to focus on its employees and customers, the Company agreed to settle this matter. The Company has accrued for the proposed settlement agreement which is included in accrued expenses and other current liabilities as of October 31, 2023 on the Company's unaudited condensed consolidated balance sheets.
On September 26, 2022, a purported stockholder of the Company filed a complaint in the Delaware Court of Chancery in connection with the series of mergers in which the Company became the parent of nCino OpCo and SimpleNexus. The complaint, captioned City of Hialeah Employees’ Retirement System, Derivatively on Behalf of Nominal Defendants nCINO, INC. (f/k/a Penny HoldCo, Inc.) and nCINO OpCo, Inc. (f/k/a nCino, Inc.) v. INSIGHT VENTURE PARTNERS, LLC, et al., C.A. No. 2022-0846-MTZ, names as defendants, Insight Ventures Partners, LLC., Insight Holdings Group, LLC., the Company’s directors and certain officers, along with nCino, Inc. and nCino OpCo, Inc. as nominal defendants, and alleges that the members of the board of directors, controlling stockholders, and officers violated their fiduciary duties in the course of negotiating and approving the series of mergers. The complaint alleges damages in an unspecified amount. Pursuant to the rights in its bylaws and Delaware law, the Company is advancing the costs incurred by the director and officer defendants in this action, and the defendants may assert indemnification rights in respect of an adverse judgment or settlement of the action, if any. Given the uncertainty and preliminary stages of this matter, the Company is unable to reasonably estimate any possible loss or range of loss that may result. Therefore, the Company has not made an accrual for the above matter in the unaudited condensed consolidated financial statements.
The Company does not presently believe the above matters will have a material adverse effect on its day-to-day operations or the quality of the services, products or innovation it continues to provide to its customers. However, regardless of the outcome, legal proceedings can have an adverse impact on the Company because of the related expenses, diversion of management resources, and other factors.
Other Commitments and Contingencies
The Company may be subject to audits related to its non-income taxes by tax authorities in jurisdictions where it conducts business. These audits may result in assessments of additional taxes that are subsequently resolved with the authorities or potentially through the courts. The Company accrues for any assessments if deemed probable and estimable.
v3.23.3
Related-Party Transactions
9 Months Ended
Oct. 31, 2023
Related Party Transactions [Abstract]  
Related-Party Transactions Related-Party Transactions
On November 1, 2022, the Company's wholly-owned subsidiary, nCino OpCo, acquired preferred shares of ZestFinance, Inc. (d/b/a ZEST AI) ("Zest AI"), a private company, for $2.5 million and is included in investments as of January 31, 2023 and October 31, 2023 on the Company's unaudited condensed consolidated balance sheets. The investment is considered a related party transaction as entities affiliated with Insight Partners, a beneficial owner of the Company, own greater than ten percent of Zest AI. On May 23, 2023, the Company announced a strategic partnership with Zest AI to build an integration into the Company's consumer banking solution to enable lenders with streamlined access to consumer credit lending insights.
v3.23.3
Basic and Diluted Loss per Share
9 Months Ended
Oct. 31, 2023
Earnings Per Share [Abstract]  
Basic and Diluted Loss per Share Basic and Diluted Loss per Share
Basic loss per share is computed by dividing net loss attributable to nCino, Inc. by the weighted-average number of common shares outstanding for the fiscal period. Diluted loss per share is computed by giving effect to all potential weighted average dilutive common stock, including stock options issued and outstanding, nonvested RSUs issued and outstanding, and shares issuable pursuant to the ESPP. The dilutive effect of outstanding awards is reflected in diluted earnings per share by application of the treasury stock method. Diluted loss per share for the three months ended October 31, 2022 and 2023 and for the nine months ended October 31, 2022 and 2023 is the same as the basic loss per share as there was a net loss for those periods, and inclusion of potentially issuable shares was anti-dilutive.
The components of basic and diluted loss per share for periods presented are as follows (in thousands, except share and per share data):
Three Months Ended October 31,Nine Months Ended October 31,
2022202320222023
Basic and diluted loss per share:
Numerator
Net loss attributable to nCino, Inc.$(23,579)$(16,379)$(81,512)$(43,506)
Denominator
Weighted-average common shares outstanding110,897,811 112,951,553 110,434,171 112,484,017 
Basic and diluted loss per share attributable to nCino, Inc.$(0.21)$(0.15)$(0.74)$(0.39)
The following potential outstanding common stock were excluded from the diluted loss per share computation because the effect would have been anti-dilutive:
Nine Months Ended October 31,
20222023
Stock options issued and outstanding2,161,088 1,551,058 
Nonvested RSUs issued and outstanding4,000,187 5,785,669 
Shares issuable pursuant to the ESPP62,781 61,412 
v3.23.3
Restructuring
9 Months Ended
Oct. 31, 2023
Restructuring and Related Activities [Abstract]  
Restructuring Restructuring
In the fourth quarter of fiscal 2023, the Company announced a workforce reduction of approximately 7% and office space reductions in certain markets (collectively, the “restructuring plan”) in furtherance of its efforts to improve operating margins and advance the Company’s objective of profitable growth.
Lease termination costs were accounted for in accordance with ASC 842, Leases. The Company paid $0.8 million in the fourth quarter of fiscal 2023 to exercise an early termination clause to exit a facility during fiscal 2024, which was accounted for as a lease modification.
The Company incurred charges in the in the fourth quarter of the Company’s fiscal 2023 of $4.8 million in connection with the restructuring plan. The accrual for severance and related benefit costs of $5.0 million for terminated employees was included in accrued compensation and benefits on the consolidated balance sheets as of January 31, 2023 and was paid in the first quarter of the Company’s fiscal 2024.
The Company’s restructuring charges for the three and nine months ended October 31, 2023 were as follows:
Three Months Ended
October 31, 2023
Nine Months Ended
October 31, 2023
Lease exit fees1
Cost of subscription revenues12 $51 
Cost of professional services and other revenues26 118 
Sales and marketing24 100 
Research and development87 352 
General and administrative
Total150 $627 
1These expenses reduced operating lease right-of-use assets on the unaudited condensed consolidated balance sheets.
The Company had no restructuring charges for the three and nine months ended October 31, 2022.
v3.23.3
Pay vs Performance Disclosure - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Oct. 31, 2023
Oct. 31, 2022
Oct. 31, 2023
Oct. 31, 2022
Pay vs Performance Disclosure        
Net loss attributable to nCino, Inc. $ (16,379) $ (23,579) $ (43,506) $ (81,512)
v3.23.3
Insider Trading Arrangements
3 Months Ended 9 Months Ended
Oct. 31, 2023
shares
Oct. 31, 2023
shares
Officer Trading Arrangement [Member]    
Trading Arrangements, by Individual    
Non-Rule 10b5-1 Arrangement Adopted false  
Rule 10b5-1 Arrangement Terminated false  
Non-Rule 10b5-1 Arrangement Terminated false  
Officer Trading Arrangement [Member] | Jeanette Sellers [Member]    
Trading Arrangements, by Individual    
Material Terms of Trading Arrangement  
On October 6, 2023, Jeanette Sellers, Vice President of Accounting, adopted a Rule 10b5-1 trading arrangement providing for the sale from time to time of an aggregate of up to 9,496 shares of our common stock. The trading arrangement is intended to satisfy the affirmative defense in Rule 10b5-1(c). The duration of the trading arrangement is until August 15, 2024, or earlier if all transactions under the trading arrangement are completed.
Name Jeanette Sellers  
Title Vice President of Accounting  
Rule 10b5-1 Arrangement Adopted true  
Adoption Date October 6, 2023  
Arrangement Duration 314 days  
Aggregate Available 9,496 9,496
Officer Trading Arrangement [Member] | Pierre Naudé [Member]    
Trading Arrangements, by Individual    
Material Terms of Trading Arrangement  
On October 12, 2023, Pierre Naudé, Chairman and Chief Executive Officer, adopted a Rule 10b5-1 trading arrangement providing for the sale from time to time of an aggregate of up to 99,028 shares of our common stock. The trading arrangement is intended to satisfy the affirmative defense in Rule 10b5-1(c). The duration of the trading arrangement is until January 15, 2025, or earlier if all transactions under the trading arrangement are completed.
Name Pierre Naudé  
Title Chairman and Chief Executive Officer  
Rule 10b5-1 Arrangement Adopted true  
Adoption Date October 12, 2023  
Arrangement Duration 471 days  
Aggregate Available 99,028 99,028
Officer Trading Arrangement [Member] | Sean Desmond [Member]    
Trading Arrangements, by Individual    
Material Terms of Trading Arrangement  
On October 13, 2023, Sean Desmond, Chief Customer Success Officer, adopted a Rule 10b5-1 trading arrangement providing for the sale from time to time of an aggregate of up to 17,642 shares of our common stock. The trading arrangement is intended to satisfy the affirmative defense in Rule 10b5-1(c). The duration of the trading arrangement is until January 16, 2024, or earlier if all transactions under the trading arrangement are completed.
Name Sean Desmond  
Title Chief Customer Success Officer  
Rule 10b5-1 Arrangement Adopted true  
Adoption Date October 13, 2023  
Arrangement Duration 96 days  
Aggregate Available 17,642 17,642
Officer Trading Arrangement [Member] | April Rieger [Member]    
Trading Arrangements, by Individual    
Material Terms of Trading Arrangement  
On October 13, 2023, April Rieger, Chief Legal & Compliance Officer and Secretary, adopted a Rule 10b5-1 trading arrangement providing for the sale from time to time of an aggregate of up to 10,000 shares of our common stock. The trading arrangement is intended to satisfy the affirmative defense in Rule 10b5-1(c). The duration of the trading arrangement is until January 15, 2025, or earlier if all transactions under the trading arrangement are completed.
Name April Rieger  
Title Chief Legal & Compliance Officer and Secretary  
Rule 10b5-1 Arrangement Adopted true  
Adoption Date October 13, 2023  
Arrangement Duration 460 days  
Aggregate Available 10,000 10,000
Director Trading Arrangement [Member]    
Trading Arrangements, by Individual    
Rule 10b5-1 Arrangement Adopted false  
Non-Rule 10b5-1 Arrangement Adopted false  
Rule 10b5-1 Arrangement Terminated false  
Non-Rule 10b5-1 Arrangement Terminated false  
v3.23.3
Summary of Significant Accounting Policies (Policies)
9 Months Ended
Oct. 31, 2023
Accounting Policies [Abstract]  
Principles of Consolidation and Basis of Presentation
Principles of Consolidation and Basis of Presentation: The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America ("GAAP") as set forth in the Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") and applicable rules and regulations of the Securities Exchange Commission ("SEC") regarding interim financial reporting. Certain information and disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. Therefore, these unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes included in the Company's Annual Report on Form 10-K for the fiscal year ended January 31, 2023 filed with the SEC on March 28, 2023. The unaudited condensed consolidated financial statements include accounts of the Company’s wholly-owned subsidiaries, as well as a variable interest entity in which the Company is the primary beneficiary. All intercompany accounts and transactions are eliminated.
The Company is subject to the normal risks associated with technology companies that have not demonstrated sustainable income from operations, including product development, the risk of customer acceptance and market penetration of its products and services and, ultimately, the need to attain profitability to generate positive cash resources.
In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all normal recurring adjustments necessary to present fairly the financial position, results of operations, comprehensive loss and cash flows for the interim periods, but are not necessarily indicative of the results of operations to be anticipated for the full fiscal 2024 or any future period.
Variable Interest Entity
Variable Interest Entity: The Company holds an interest in a Japanese company (“nCino K.K.”) that is considered a variable interest entity ("VIE"). nCino K.K. is considered a VIE as it has insufficient equity capital to finance its activities without additional financial support. The Company is the primary beneficiary of nCino K.K. as it has the power over the activities that most significantly impact the economic performance of nCino K.K. and has the obligation to absorb expected
losses and the right to receive expected benefits that could be significant to nCino K.K., in accordance with accounting guidance. As a result, the Company consolidated nCino K.K. and all significant intercompany accounts have been eliminated. The Company will continue to assess whether it has a controlling financial interest and whether it is the primary beneficiary at each reporting period. Other than the Company’s equity investments, the Company has not provided financial or other support to nCino K.K. that it was not contractually obligated to provide. The assets of the VIE can only be used to settle the obligations of the VIE and the creditors of the VIE do not have recourse to the Company. The assets and liabilities of the VIE were not significant to the Company’s consolidated financial statements except for cash which is reflected on the unaudited condensed consolidated balance sheets. See Note 3 "Variable Interest Entity and Redeemable Non-Controlling Interest" for additional information regarding the Company’s variable interest.
Redeemable Non-Controlling Interest
Redeemable Non-Controlling Interest: Redeemable non-controlling interest relates to minority investors of nCino K.K. An agreement with the minority investors of nCino K.K. contains redemption features whereby the interest held by the minority investors are redeemable either at the option of the (i) minority investors or (ii) the Company, both beginning on the eighth anniversary of the initial capital contribution. If the interest of the minority investors were to be redeemed under this agreement, the Company would be required to redeem the interest based on a prescribed formula derived from the relative revenues of nCino K.K. and the Company. The balance of the redeemable non-controlling interest is reported at the greater of the initial carrying amount adjusted for the redeemable non-controlling interest’s share of earnings or losses and other comprehensive income or loss, or its estimated redemption value. The resulting changes in the estimated redemption amount (increases or decreases) are recorded with corresponding adjustments against retained earnings or, in the absence of retained earnings, additional paid-in-capital. These interests are presented on the unaudited condensed consolidated balance sheets outside of equity under the caption “Redeemable non-controlling interest.”
Use of Estimates
Use of Estimates: The preparation of unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the unaudited condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates and assumptions made by the Company’s management are used for, but not limited to, revenue recognition including determining the nature and timing of satisfaction of performance obligations, variable consideration, and stand-alone selling price; the average period of benefit associated with costs capitalized to obtain revenue contracts; fair value of assets acquired and liabilities assumed for business combinations; the useful lives of intangible assets; income taxes and the related valuation allowance on deferred tax assets; redemption value of redeemable non-controlling interest; and stock-based compensation. The Company assesses these estimates on a regular basis using historical experience and other factors. Actual results could differ from these estimates. See Note 7 "Goodwill and Intangible Assets" for a change in estimate for the useful life of the SimpleNexus trade name.
Concentration of Credit Risk and Significant Customers
Concentration of Credit Risk and Significant Customers: The Company’s financial instruments that are exposed to concentration of credit risk consist primarily of cash, cash equivalents, restricted cash and accounts receivable. The Company’s cash and cash equivalents exceeded federally insured limits at January 31, 2023 and October 31, 2023. The Company maintains its cash, cash equivalents and restricted cash with high-credit-quality financial institutions.
Restricted Cash
Restricted Cash: Restricted cash primarily consists of a minimum cash balance the Company maintains with a lender under the Company's revolving credit facility. The remaining restricted cash consists of deposits held as collateral for the Company's bank guarantees issued in place of security deposits for certain property leases and credit cards. Restricted cash is included in other long-term assets at January 31, 2023 and in prepaid expenses and other current assets and other long-term assets at October 31, 2023 on the unaudited condensed consolidated balance sheets.
Accounts Receivable and Allowances
Accounts Receivable and Allowances: A receivable is recorded when an unconditional right to invoice and receive payment exists, such that only the passage of time is required before payment of consideration is due. Timing of revenue recognition may differ from the timing of invoicing to customers. Certain performance obligations may require payment before delivery of the service to the customer. The Company recognizes a contract asset in the form of accounts receivable when the Company has an unconditional right to payment, and the Company records a contract asset in the form of
unbilled accounts receivable when revenues earned on a contract exceeds the billings. The Company’s standard billing terms are annual in advance, while nCino Mortgage's standard billing terms are monthly in advance. An unbilled accounts receivable is a contract asset related to the delivery of the Company’s subscription services and professional services for which the related billings will occur in a future period. Unbilled accounts receivable consists of (i) revenues recognized for professional services performed but not yet billed and (ii) revenues recognized from non-cancelable, multi-year orders in which fees increase annually but for which the Company is not contractually able to invoice until a future period. Accounts receivable are reported at their gross outstanding balance reduced by an allowance for estimated receivable losses, which includes allowances for doubtful accounts and a reserve for expected credit losses.
The Company records allowances for doubtful accounts based upon the credit worthiness of customers, historical experience, the age of the accounts receivable, current market and economic conditions, and supportable forecasts about the future. Relevant risk characteristics include customer size and historical loss patterns. This estimate is analyzed quarterly and adjusted as necessary.
Investment
Investments: The Company's investments are non-marketable equity investments without readily determinable fair value and for which the Company does not have control or significant influence. The investments are measured at cost with adjustments for observable changes in price or impairment as permitted by the measurement alternative. The Company assesses at each reporting period if the investments continue to qualify for the measurement alternative. Gains or losses resulting from observable price changes are recognized currently in the Company's unaudited condensed consolidated statements of operations. The Company assesses the investments whenever events or changes in circumstances indicate that the carrying value of the investments may not be recoverable.
v3.23.3
Summary of Significant Accounting Policies (Tables)
9 Months Ended
Oct. 31, 2023
Accounting Policies [Abstract]  
Activity in Allowance for Doubtful Accounts
A summary of activity in the allowance for doubtful accounts is as follows:
Three Months Ended October 31,Nine Months Ended October 31,
2022202320222023
Balance, beginning of period$301 $876 $151 $899 
Charged to bad debt expense169 368 323 1,124 
Charged to deferred revenue— 981 — 923 
Write-offs and other(116)— (116)(721)
Translation adjustments(6)(4)(10)(4)
Balance, end of period$348 $2,221 $348 $2,221 
v3.23.3
Variable Interest Entity and Redeemable Non-Controlling Interest (Tables)
9 Months Ended
Oct. 31, 2023
Noncontrolling Interest [Abstract]  
Redeemable Noncontrolling Interest
The following table summarizes the activity in the redeemable non-controlling interests for the period indicated below:
Three Months Ended October 31,Nine Months Ended October 31,
2022202320222023
Balance, beginning of period$3,219 $2,995 $2,882 $3,589 
Investment by redeemable non-controlling interest— 983 — 983 
Net loss attributable to redeemable non-controlling interest (excluding adjustment to non-controlling interest)(257)(320)(908)(868)
Foreign currency translation(67)12 (249)
Adjustment to redeemable non-controlling interest1,191 (478)2,348 (526)
Stock-based compensation expense1
19 18 
Balance, end of period$4,092 $3,198 $4,092 $3,198 
1 nCino K.K. stock options granted in accordance with nCino K.K.'s equity incentive plan.
v3.23.3
Fair Value Measurements (Tables)
9 Months Ended
Oct. 31, 2023
Fair Value Disclosures [Abstract]  
Schedule Of Fair Value, Assets Measured on Recurring Basis The following table summarizes the Company’s financial assets measured at fair value as of January 31, 2023 and October 31, 2023 and indicates the fair value hierarchy of the valuation:
Fair value measurements on a recurring basis as of January 31, 2023
Level 1Level 2Level 3
Assets:
Money market accounts (included in cash and cash equivalents)$17,149 $— $— 
Time deposits (included in other long-term assets)382 — — 
Total assets$17,531 $— $— 
Fair value measurements on a recurring basis as of October 31, 2023
Level 1Level 2Level 3
Assets:
Money market accounts (included in cash and cash equivalents)$54,491 $— $— 
Time deposits (included in other long-term assets)348 — — 
Total assets$54,839 $— $— 
v3.23.3
Revenues (Tables)
9 Months Ended
Oct. 31, 2023
Revenue from Contract with Customer [Abstract]  
Schedule of Revenue by Geographic Region
Revenues by geographic region were as follows:
Three Months Ended October 31,Nine Months Ended October 31,
2022202320222023
United States$89,442 $98,526 $254,049 $288,287 
International15,854 23,416 45,085 64,563 
$105,296 $121,942 $299,134 $352,850 
Schedule of Accounts, Notes, Loans and Financing Receivable
Accounts receivable, less allowance for doubtful accounts, is as follows as of January 31, 2023 and October 31, 2023:
As of January 31, 2023As of October 31, 2023
Trade accounts receivable$94,729 $57,112 
Unbilled accounts receivable4,920 6,105 
Allowance for doubtful accounts(899)(2,221)
Other accounts receivable1
747 1,016 
Total accounts receivable, net$99,497 $62,012 
1Includes $0.1 million income tax receivable as of January 31, 2023 and October 31, 2023.
v3.23.3
Property and Equipment (Tables)
9 Months Ended
Oct. 31, 2023
Property, Plant and Equipment [Abstract]  
Schedule Of Property and Equipment
Property and equipment, net consisted of the following:
As of January 31, 2023As of October 31, 2023
Furniture and fixtures$10,730 $12,047 
Computers and equipment8,361 8,107 
Buildings and land1
56,379 56,379 
Leasehold improvements28,702 27,563 
Construction in progress673 482 
104,845 104,578 
Less accumulated depreciation(20,403)(24,021)
$84,442 $80,557 
1See Note 12 "Commitments and Contingencies."
The Company recognized depreciation expense as follows:
Three Months Ended October 31,Nine Months Ended October 31,
2022202320222023
Cost of subscription revenues$92 $150 $268 $437 
Cost of professional services and other revenues311 457 852 1,375 
Sales and marketing349 450 991 1,334 
Research and development570 731 1,654 2,201 
General and administrative186 300 564 889 
Total depreciation expense$1,508 $2,088 $4,329 $6,236 
v3.23.3
Goodwill and Intangible Assets (Tables)
9 Months Ended
Oct. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]  
Schedule of Goodwill
The change in the carrying amounts of goodwill was as follows:
Balance, January 31, 2023$839,440 
Translation adjustments(855)
Balance, October 31, 2023$838,585 
Schedule of Finite-Lived Intangible Assets
Intangible assets, net are as follows:
As of January 31, 2023As of October 31, 2023
Gross
Amount
Accumulated
Amortization
Net Carrying
Amount
Gross
Amount
Accumulated
Amortization
Net Carrying
Amount
Developed technology$83,605 $(21,818)$61,787 $83,400 $(34,067)$49,333 
Customer relationships91,710 (13,418)78,292 91,701 (19,917)71,784 
Trademarks and trade name14,626 (2,705)11,921 14,624 (14,624)— 
Other919 (94)825 919 (341)578 
$190,860 $(38,035)$152,825 $190,644 $(68,949)$121,695 
Finite-lived Intangible Assets Amortization Expense
The Company recognized amortization expense for intangible assets as follows:
Three Months Ended October 31,Nine Months Ended October 31,
2022202320222023
Cost of subscription revenues$4,249 $3,990 $12,767 $12,431 
Cost of professional services and other revenues47 82 47 247 
Sales and marketing2,772 12,880 8,315 18,423 
Total amortization expense$7,068 $16,952 $21,129 $31,101 
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense
The expected future amortization expense for intangible assets as of October 31, 2023 is as follows:
Fiscal Year Ending January 31,
2024 (remaining)$6,125 
202524,499 
202624,334 
202723,127 
20288,669 
Thereafter34,941 
$121,695 
v3.23.3
Stockholders’ Equity (Tables)
9 Months Ended
Oct. 31, 2023
Equity [Abstract]  
Schedule of Stock by Class
At October 31, 2023, the Company committed a total of 34,833,275 shares of common stock for future issuance as follows:
Issued and outstanding stock options1,551,058 
Nonvested issued and outstanding restricted stock units ("RSUs")5,785,669 
Possible issuance under stock plans27,496,548 
34,833,275 
v3.23.3
Stock-Based Compensation (Tables)
9 Months Ended
Oct. 31, 2023
Share-Based Payment Arrangement [Abstract]  
Schedule of Stock Option Activity
Stock option activity for the nine months ended October 31, 2023 was as follows:
Number of
Shares
Weighted
Average
Exercise Price
Outstanding, January 31, 20232,009,323 $6.62 
Granted— — 
Expired or forfeited(10,825)15.52 
Exercised(447,440)7.10 
Outstanding, October 31, 20231,551,058 $6.42 
Exercisable, October 31, 20231,548,183 $6.39 
Fully vested or expected to vest, October 31, 20231,550,771 $6.41 
Schedule of Nonvested Restricted Stock Units Activity
RSU activity during the nine months ended October 31, 2023 was as follows:
Number of
Shares
Weighted Average
Grant Date Fair
Value
Nonvested, January 31, 20233,531,387 $44.00 
Granted3,516,749 25.57 
Vested(950,771)38.68 
Forfeited(311,696)39.81 
Nonvested, October 31, 20235,785,669 $33.89 
Schedule of Share-Based Payment Award, Employee Stock Purchase Plan, Valuation Assumptions
The fair value of ESPP shares during the nine months ended October 31, 2022 and 2023 was estimated at the date of grant using the Black-Scholes option valuation model based on assumptions as follows for ESPP awards:
Nine Months Ended October 31,
20222023
Expected life (in years)0.500.50
Expected volatility
49.65% - 84.59%
61.66% - 61.86%
Expected dividends0.00%0.00%
Risk-free interest rate
0.22% - 2.52%
4.77% - 5.53%
Schedule of Share-Based Compensation Expense
Total stock-based compensation expense included in our unaudited condensed consolidated statements of operations were as follows:
Three Months Ended October 31,Nine Months Ended October 31,
2022202320222023
Cost of subscription revenues$392 $515 $1,120 $1,314 
Cost of professional services and other revenues1,778 2,571 5,564 6,660 
Sales and marketing3,326 4,153 10,144 11,194 
Research and development3,012 4,386 8,457 11,665 
General and administrative3,997 4,198 13,191 11,136 
Total stock-based compensation expense$12,505 $15,823 $38,476 $41,969 
v3.23.3
Leases (Tables)
9 Months Ended
Oct. 31, 2023
Leases [Abstract]  
Schedule of Lease Cost
The components of lease expense were as follows:
Three Months Ended October 31,Nine Months Ended October 31,
2022202320222023
Operating lease expense$1,023 $1,225 $2,961 $3,842 
Variable lease expense269 464 809 1,398 
Short-term lease expense124 94 378 328 
Total$1,416 $1,783 $4,148 $5,568 
Supplemental cash flow information related to operating leases were as follows:
Nine Months Ended October 31,
20222023
Cash paid for amounts included in the measurement of operating lease liabilities$3,079 $3,324 
Operating right-of-use assets obtained in exchange for operating lease liabilities1,989 2,142 
Operating right-of-use assets and operating lease liabilities disposed of— 115 
Schedule of Future Minimum Lease Payments for Operating Lease
Future minimum lease payments as of October 31, 2023 were as follows:
Fiscal Year Ending January 31,Operating Leases
2024 (remaining)$939 
20253,921 
20262,801 
20271,506 
20281,097 
Thereafter495 
Total lease liabilities10,759 
Less: imputed interest(776)
Total lease obligations9,983 
Less: current obligations(3,523)
Long-term lease obligations$6,460 
v3.23.3
Commitments and Contingencies (Tables)
9 Months Ended
Oct. 31, 2023
Commitments and Contingencies Disclosure [Abstract]  
Schedule of Purchase Commitments and Future Minimum Lease Payments
Purchase commitments and future minimum lease payments required under financing obligations as of October 31, 2023 is as follows:
Fiscal Year Ending January 31,Purchase commitmentsFinancing obligations - leased facility
2024 (remaining)$725 $1,116 
20253,019 4,543 
20262,761 4,644 
20271,602 3,950 
Total$8,107 $14,253 
Residual financing obligations and assets49,476 
Less: amount representing interest(9,237)
Financing obligations$54,492 
v3.23.3
Basic and Diluted Loss per Share (Tables)
9 Months Ended
Oct. 31, 2023
Earnings Per Share [Abstract]  
Schedule of Earnings Per Share, Basic and Diluted
The components of basic and diluted loss per share for periods presented are as follows (in thousands, except share and per share data):
Three Months Ended October 31,Nine Months Ended October 31,
2022202320222023
Basic and diluted loss per share:
Numerator
Net loss attributable to nCino, Inc.$(23,579)$(16,379)$(81,512)$(43,506)
Denominator
Weighted-average common shares outstanding110,897,811 112,951,553 110,434,171 112,484,017 
Basic and diluted loss per share attributable to nCino, Inc.$(0.21)$(0.15)$(0.74)$(0.39)
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share
The following potential outstanding common stock were excluded from the diluted loss per share computation because the effect would have been anti-dilutive:
Nine Months Ended October 31,
20222023
Stock options issued and outstanding2,161,088 1,551,058 
Nonvested RSUs issued and outstanding4,000,187 5,785,669 
Shares issuable pursuant to the ESPP62,781 61,412 
v3.23.3
Restructuring (Tables)
9 Months Ended
Oct. 31, 2023
Restructuring and Related Activities [Abstract]  
Restructuring Charges
The Company’s restructuring charges for the three and nine months ended October 31, 2023 were as follows:
Three Months Ended
October 31, 2023
Nine Months Ended
October 31, 2023
Lease exit fees1
Cost of subscription revenues12 $51 
Cost of professional services and other revenues26 118 
Sales and marketing24 100 
Research and development87 352 
General and administrative
Total150 $627 
1These expenses reduced operating lease right-of-use assets on the unaudited condensed consolidated balance sheets
v3.23.3
Organization and Description of Business (Details)
Oct. 31, 2023
$ / shares
Jan. 31, 2023
$ / shares
Jan. 07, 2022
$ / shares
Subsidiary, Sale of Stock [Line Items]      
Common stock, par value (in USD per share) $ 0.0005 $ 0.0005  
Number of nonassessable shares     1
SimpleNexus      
Subsidiary, Sale of Stock [Line Items]      
Common stock, par value (in USD per share)     $ 0.0005
v3.23.3
Summary of Significant Accounting Policies - Summary of Uncollectible Accounts (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Oct. 31, 2023
Oct. 31, 2022
Oct. 31, 2023
Oct. 31, 2022
Accounts Receivable, Allowance for Credit Loss [Roll Forward]        
Balance, beginning of period $ 876 $ 301 $ 899 $ 151
Charged to bad debt expense 368 169 1,124 323
Charged to deferred revenue 981 0 923 0
Write-offs and other 0 (116) (721) (116)
Translation adjustments (4) (6) (4) (10)
Balance, end of period $ 2,221 $ 348 $ 2,221 $ 348
v3.23.3
Variable Interest Entity and Redeemable Non-Controlling Interest - Narrative (Details) - USD ($)
$ in Thousands
1 Months Ended 3 Months Ended 9 Months Ended
Oct. 31, 2023
Oct. 31, 2019
Oct. 31, 2023
Oct. 31, 2022
Oct. 31, 2023
Oct. 31, 2022
Schedule of Equity Method Investments [Line Items]            
Investment by redeemable non-controlling interest     $ 983 $ 0 $ 983 $ 0
nCino K.K            
Schedule of Equity Method Investments [Line Items]            
Payments to noncontrolling interests   $ 4,700        
Consolidation, less than wholly owned subsidiary, parent ownership interest, changes, purchase of Interest by parent $ 1,000          
Estimated redeemable noncontrolling interest redemption value $ 2,800   $ 2,800   $ 2,800  
nCino K.K | nCino K.K            
Schedule of Equity Method Investments [Line Items]            
Ownership percentage by parent 51.00% 0.51% 51.00%   51.00%  
v3.23.3
Variable Interest Entity and Redeemable Non-Controlling Interest - Financial Assets Measured At Fair Value (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Oct. 31, 2023
Oct. 31, 2022
Oct. 31, 2023
Oct. 31, 2022
Increase (Decrease) in Temporary Equity [Roll Forward]        
Beginning balance $ 2,995 $ 3,219 $ 3,589 $ 2,882
Investment by redeemable non-controlling interest 983 0 983 0
Net loss attributable to redeemable non-controlling interest (excluding adjustment to non-controlling interest) (320) (257) (868) (908)
Foreign currency translation 12 (67) 2 (249)
Adjustment attributable to redeemable non-controlling interest (478) 1,191 (526) 2,348
Stock-based compensation expense 6 6 18 19
Ending balance $ 3,198 $ 4,092 $ 3,198 $ 4,092
v3.23.3
Fair Value Measurements (Details) - Fair Value, Measurement, Recurring - USD ($)
$ in Thousands
Oct. 31, 2023
Jan. 31, 2023
Level 1    
Assets:    
Time deposits (included in other long-term assets) $ 348 $ 382
Total assets 54,839 17,531
Level 1 | Money Market Funds    
Assets:    
Money market accounts (included in cash and cash equivalents) 54,491 17,149
Level 2    
Assets:    
Time deposits (included in other long-term assets) 0 0
Total assets 0 0
Level 2 | Money Market Funds    
Assets:    
Money market accounts (included in cash and cash equivalents) 0 0
Level 3    
Assets:    
Time deposits (included in other long-term assets) 0 0
Total assets 0 0
Level 3 | Money Market Funds    
Assets:    
Money market accounts (included in cash and cash equivalents) $ 0 $ 0
v3.23.3
Revenues - Revenue By Geographic Region (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Oct. 31, 2023
Oct. 31, 2022
Oct. 31, 2023
Oct. 31, 2022
Disaggregation of Revenue [Line Items]        
Total revenues $ 121,942 $ 105,296 $ 352,850 $ 299,134
United States        
Disaggregation of Revenue [Line Items]        
Total revenues 98,526 89,442 288,287 254,049
International        
Disaggregation of Revenue [Line Items]        
Total revenues $ 23,416 $ 15,854 $ 64,563 $ 45,085
v3.23.3
Revenues - Accounts Receivable Less Allowance for Doubtful Accounts (Details) - USD ($)
$ in Thousands
Oct. 31, 2023
Jan. 31, 2023
Revenue from Contract with Customer [Abstract]    
Trade accounts receivable $ 57,112 $ 94,729
Unbilled accounts receivable 6,105 4,920
Allowance for doubtful accounts (2,221) (899)
Other accounts receivable 1,016 747
Total accounts receivable, net 62,012 99,497
Income taxes receivable $ 100 $ 100
v3.23.3
Revenues - Narrative (Details)
$ in Millions
9 Months Ended
Oct. 31, 2023
USD ($)
Disaggregation of Revenue [Line Items]  
Contract with customer, liability, revenue recognized $ 149.9
Remaining performance obligation amount $ 917.1
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-11-01  
Disaggregation of Revenue [Line Items]  
Remaining performance obligation percentage 68.00%
Remaining performance obligation, expected timing of satisfaction 24 months
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-11-01  
Disaggregation of Revenue [Line Items]  
Remaining performance obligation percentage 28.00%
Minimum | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-11-01  
Disaggregation of Revenue [Line Items]  
Remaining performance obligation, expected timing of satisfaction 25 months
Maximum | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-11-01  
Disaggregation of Revenue [Line Items]  
Remaining performance obligation, expected timing of satisfaction 48 months
v3.23.3
Property and Equipment - Property and Equipment, net (Details) - USD ($)
$ in Thousands
Oct. 31, 2023
Jan. 31, 2023
Property, Plant and Equipment [Line Items]    
Property and equipment, gross $ 104,578 $ 104,845
Less accumulated depreciation (24,021) (20,403)
Property and equipment, net 80,557 84,442
Furniture and fixtures    
Property, Plant and Equipment [Line Items]    
Property and equipment, gross 12,047 10,730
Computers and equipment    
Property, Plant and Equipment [Line Items]    
Property and equipment, gross 8,107 8,361
Buildings and land    
Property, Plant and Equipment [Line Items]    
Property and equipment, gross 56,379 56,379
Leasehold improvements    
Property, Plant and Equipment [Line Items]    
Property and equipment, gross 27,563 28,702
Construction in progress    
Property, Plant and Equipment [Line Items]    
Property and equipment, gross $ 482 $ 673
v3.23.3
Property and Equipment - Depreciation Expense (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Oct. 31, 2023
Oct. 31, 2022
Oct. 31, 2023
Oct. 31, 2022
Property, Plant and Equipment [Line Items]        
Total depreciation expense $ 2,088 $ 1,508 $ 6,236 $ 4,329
Sales and marketing        
Property, Plant and Equipment [Line Items]        
Depreciation, nonproduction 450 349 1,334 991
Research and development        
Property, Plant and Equipment [Line Items]        
Depreciation, nonproduction 731 570 2,201 1,654
General and administrative        
Property, Plant and Equipment [Line Items]        
Depreciation, nonproduction 300 186 889 564
Subscription        
Property, Plant and Equipment [Line Items]        
Cost of subscription revenues 150 92 437 268
Professional services and other        
Property, Plant and Equipment [Line Items]        
Cost of subscription revenues $ 457 $ 311 $ 1,375 $ 852
v3.23.3
Goodwill and Intangible Assets - Schedule of Goodwill (Details)
$ in Thousands
9 Months Ended
Oct. 31, 2023
USD ($)
Goodwill [Roll Forward]  
Goodwill, beginning balance $ 839,440
Translation adjustments (855)
Goodwill, ending balance $ 838,585
v3.23.3
Goodwill and Intangible Assets - Schedule of Intangible Assets (Details) - USD ($)
$ in Thousands
Oct. 31, 2023
Jan. 31, 2023
Finite-Lived Intangible Assets [Line Items]    
Gross Amount $ 190,644 $ 190,860
Accumulated Amortization (68,949) (38,035)
Net Carrying Amount 121,695 152,825
Developed technology    
Finite-Lived Intangible Assets [Line Items]    
Gross Amount 83,400 83,605
Accumulated Amortization (34,067) (21,818)
Net Carrying Amount 49,333 61,787
Customer relationships    
Finite-Lived Intangible Assets [Line Items]    
Gross Amount 91,701 91,710
Accumulated Amortization (19,917) (13,418)
Net Carrying Amount 71,784 78,292
Trademarks and trade name    
Finite-Lived Intangible Assets [Line Items]    
Gross Amount 14,624 14,626
Accumulated Amortization (14,624) (2,705)
Net Carrying Amount 0 11,921
Other    
Finite-Lived Intangible Assets [Line Items]    
Gross Amount 919 919
Accumulated Amortization (341) (94)
Net Carrying Amount $ 578 $ 825
v3.23.3
Goodwill and Intangible Assets - Amortization Expense (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Oct. 31, 2023
Oct. 31, 2022
Oct. 31, 2023
Oct. 31, 2022
Finite-Lived Intangible Assets [Line Items]        
Total amortization expense $ 16,952 $ 7,068 $ 31,101 $ 21,129
Cost of subscription revenues        
Finite-Lived Intangible Assets [Line Items]        
Total amortization expense 3,990 4,249 12,431 12,767
Cost of professional services and other revenues        
Finite-Lived Intangible Assets [Line Items]        
Total amortization expense 82 47 247 47
Sales and marketing        
Finite-Lived Intangible Assets [Line Items]        
Total amortization expense $ 12,880 $ 2,772 $ 18,423 $ 8,315
v3.23.3
Goodwill and Intangible Assets - Expected Future Amortization Expense (Details) - USD ($)
$ in Thousands
Oct. 31, 2023
Jan. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]    
2024 (remaining) $ 6,125  
2025 24,499  
2026 24,334  
2027 23,127  
2028 8,669  
Thereafter 34,941  
Net Carrying Amount $ 121,695 $ 152,825
v3.23.3
Goodwill and Intangible Assets - Narrative (Details) - USD ($)
$ / shares in Units, $ in Thousands
3 Months Ended 9 Months Ended
Oct. 31, 2023
Oct. 31, 2022
Oct. 31, 2023
Oct. 31, 2022
Finite-Lived Intangible Assets [Line Items]        
Operating Income (Loss) $ (12,906) $ (18,444) $ (36,327) $ (70,681)
Basic (in USD per share) $ (0.15) $ (0.21) $ (0.39) $ (0.74)
Diluted (in USD per share) $ (0.15) $ (0.21) $ (0.39) $ (0.74)
Net loss attributable to nCino, Inc. $ (16,379) $ (23,579) $ (43,506) $ (81,512)
Intangible Assets, Amortization Period        
Finite-Lived Intangible Assets [Line Items]        
Operating Income (Loss) $ (10,100)   $ (10,100)  
Basic (in USD per share) $ (0.09)   $ (0.09)  
Diluted (in USD per share) $ (0.09)   $ (0.09)  
Net loss attributable to nCino, Inc. $ (10,100)   $ (10,100)  
Sales and marketing | Intangible Assets, Amortization Period        
Finite-Lived Intangible Assets [Line Items]        
Amortization $ 10,100   $ 10,100  
v3.23.3
Stockholders’ Equity - Narrative (Details)
Oct. 31, 2023
shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
Common stock reserved for future issuance (in shares) 34,833,275
Common Stock  
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
Common stock reserved for future issuance (in shares) 34,833,275
v3.23.3
Stockholders’ Equity - Future Issuance (Details) - shares
Oct. 31, 2023
Jan. 31, 2023
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Issued and outstanding stock options (in shares) 1,551,058 2,009,323
Possible issuance under stock plans (in shares) 27,496,548  
Common stock reserved for future issuance (in shares) 34,833,275  
Stock options issued and outstanding    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Issued and outstanding stock options (in shares) 1,551,058  
Nonvested RSUs issued and outstanding    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Nonvested issued and outstanding restricted stock units ("RSUs") (in shares) 5,785,669  
v3.23.3
Stock-Based Compensation - Schedule of Stock Option Activity (Details) - $ / shares
9 Months Ended
Oct. 31, 2023
Number of Shares  
Outstanding, beginning of period (in shares) 2,009,323
Granted (in shares) 0
Expired or forfeited (in shares) (10,825)
Exercised (in shares) (447,440)
Outstanding, end of period (in shares) 1,551,058
Exercisable, end of period (in shares) 1,548,183
Fully vested or expected to vest, end of period (in shares) 1,550,771
Weighted Average Exercise Price  
Outstanding, beginning of period (in USD per share) $ 6.62
Granted (in USD per share) 0
Expired or forfeited (in USD per share) 15.52
Exercised (in USD per share) 7.10
Outstanding, end of period (in USD per share) 6.42
Exercisable, end of period (in USD per share) 6.39
Fully vested or expected to vest, end of period (in USD per share) $ 6.41
v3.23.3
Stock-Based Compensation - Narrative (Details) - Nonvested RSUs issued and outstanding
$ in Millions
9 Months Ended
Oct. 31, 2023
USD ($)
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]  
Unrecognized compensation costs $ 155.3
Unrecognized compensation costs period for recognition (in years) 2 years 10 months 24 days
v3.23.3
Stock-Based Compensation - Schedule of Nonvested Restricted Stock Units Activity (Details) - Nonvested RSUs issued and outstanding
9 Months Ended
Oct. 31, 2023
$ / shares
shares
Number of Shares  
Nonvested, beginning of period (in shares) | shares 3,531,387
Granted (in shares) | shares 3,516,749
Vested (in shares) | shares (950,771)
Forfeited (in shares) | shares (311,696)
Nonvested, end of period (in shares) | shares 5,785,669
Weighted Average Grant Date Fair Value  
Nonvested, beginning of period (in USD per share) | $ / shares $ 44.00
Granted (in USD per share) | $ / shares 25.57
Vested (in USD per share) | $ / shares 38.68
Forfeited (in USD per share) | $ / shares 39.81
Nonvested, end of period (in USD per share) | $ / shares $ 33.89
v3.23.3
Stock-Based Compensation - Stock Option Valuation Assumptions (Details) - Shares issuable pursuant to the ESPP
9 Months Ended
Oct. 31, 2023
Oct. 31, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Expected life (in years) 6 months 6 months
Expected dividends 0.00% 0.00%
Minimum    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Expected volatility 61.66% 49.65%
Risk-free interest rate 4.77% 0.22%
Maximum    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Expected volatility 61.86% 84.59%
Risk-free interest rate 5.53% 2.52%
v3.23.3
Stock-Based Compensation - Schedule of Compensation Expense (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Oct. 31, 2023
Oct. 31, 2022
Oct. 31, 2023
Oct. 31, 2022
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]        
Total stock-based compensation expense $ 15,823 $ 12,505 $ 41,969 $ 38,476
Cost of subscription revenues | Subscription        
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]        
Total stock-based compensation expense 515 392 1,314 1,120
Cost of subscription revenues | Professional services and other        
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]        
Total stock-based compensation expense 2,571 1,778 6,660 5,564
Sales and marketing        
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]        
Total stock-based compensation expense 4,153 3,326 11,194 10,144
Research and development        
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]        
Total stock-based compensation expense 4,386 3,012 11,665 8,457
General and administrative        
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]        
Total stock-based compensation expense $ 4,198 $ 3,997 $ 11,136 $ 13,191
v3.23.3
Leases - Narrative (Details)
Oct. 31, 2023
Lessee, Lease, Description [Line Items]  
Operating lease, weighted average remaining lease term 3 years 3 months
Operating lease, weighted average discount rate, percent 4.70%
Maximum  
Lessee, Lease, Description [Line Items]  
Term of contract 5 years
v3.23.3
Leases - Components of Lease Expense (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Oct. 31, 2023
Oct. 31, 2022
Oct. 31, 2023
Oct. 31, 2022
Leases [Abstract]        
Operating lease expense $ 1,225 $ 1,023 $ 3,842 $ 2,961
Variable lease expense 464 269 1,398 809
Short-term lease expense 94 124 328 378
Total $ 1,783 $ 1,416 $ 5,568 $ 4,148
v3.23.3
Leases - Supplemental Cash Flow Information (Details) - USD ($)
$ in Thousands
9 Months Ended
Oct. 31, 2023
Oct. 31, 2022
Leases [Abstract]    
Cash paid for amounts included in the measurement of operating lease liabilities $ 3,324 $ 3,079
Operating right-of-use assets obtained in exchange for operating lease liabilities 2,142 1,989
Right-of-Use Asset And Operating Lease Liabilities Disposed Of $ 115 $ 0
v3.23.3
Leases - Future Minimum Lease Payments (Details) - USD ($)
$ in Thousands
Oct. 31, 2023
Jan. 31, 2023
Leases [Abstract]    
2024 (remaining) $ 939  
2025 3,921  
2026 2,801  
2027 1,506  
2028 1,097  
Thereafter 495  
Total lease liabilities 10,759  
Less: imputed interest (776)  
Total lease obligations 9,983  
Less: current obligations (3,523) $ (3,874)
Long-term lease obligations $ 6,460 $ 7,282
v3.23.3
Revolving Credit Facility (Details) - USD ($)
$ in Thousands
Feb. 11, 2022
Oct. 31, 2023
Jan. 31, 2023
Line of Credit Facility [Line Items]      
Financial covenants, percent of sum of unrestricted and unencumbered cash 100.00%    
Financial covenants, required percent of unrestricted and unencumbered cash 75.00%    
Financial covenants, required minimum cash $ 5,000    
Debt instrument, capital stock of foreign subsidiaries owned, percentage   65.00%  
Revolving credit facility, noncurrent   $ 0 $ 30,000
Line of Credit | Bloomberg Short Term Bank Yield Index | Maximum      
Line of Credit Facility [Line Items]      
Debt instrument, basis spread on variable rate 1.00%    
Revolving Credit Facility | Bloomberg Short Term Bank Yield Index      
Line of Credit Facility [Line Items]      
Line of credit facility, commitment fee percentage 1.00%    
Revolving Credit Facility | Bloomberg Short Term Bank Yield Index | Maximum      
Line of Credit Facility [Line Items]      
Debt instrument, basis spread on variable rate 0.00%    
Revolving Credit Facility | Bloomberg Short Term Bank Yield Index | Minimum      
Line of Credit Facility [Line Items]      
Debt instrument, basis spread on variable rate 0.00%    
Revolving Credit Facility | Line of Credit      
Line of Credit Facility [Line Items]      
Line of credit facility, unused capacity, commitment fee percentage 0.25%    
Financial covenants, required minimum consolidated liquidity $ 50,000    
Financial covenants, credit facility availability threshold amount $ 25,000    
Revolving credit facility, noncurrent     $ 30,000
Revolving credit facility, current portion   0  
Line of credit, available borrowing capacity   $ 50,000  
Revolving Credit Facility | Line of Credit | Fed Funds Effective Rate Overnight Index Swap Rate      
Line of Credit Facility [Line Items]      
Line of credit facility, commitment fee percentage 0.50%    
Revolving Credit Facility | Line of Credit | Bloomberg Short Term Bank Yield Index | Minimum      
Line of Credit Facility [Line Items]      
Debt instrument, basis spread on variable rate 0.00%    
Revolving Credit Facility | Bank of America, NA | Line of Credit      
Line of Credit Facility [Line Items]      
Line of credit facility, maximum borrowing capacity $ 50,000    
Letter of Credit | Bank of America, NA | Line of Credit      
Line of Credit Facility [Line Items]      
Line of credit facility, maximum borrowing capacity $ 7,500    
v3.23.3
Commitments and Contingencies - Narrative (Details)
$ in Thousands
1 Months Ended 9 Months Ended
Jul. 31, 2023
USD ($)
Oct. 31, 2023
USD ($)
plantiff
Nov. 30, 2022
USD ($)
Apr. 28, 2022
USD ($)
Sep. 30, 2021
USD ($)
Nov. 30, 2020
USD ($)
Loss Contingencies [Line Items]            
Finance lease, right-of-use asset, before accumulated amortization           $ 16,300
Financing obligations   $ 54,492       $ 16,300
Construction payable         $ 17,700  
Construction in progress, gross     $ 22,400   $ 17,700  
Construction payable, estimated liability     $ 22,400      
Finance lease, weighted average discount rate (in percent)   5.70%        
Loss contingency, number of plaintiffs | plantiff   1        
Litigation settlement, amount awarded to other party $ 2,200          
Live Oak Bancshares, Inc            
Loss Contingencies [Line Items]            
Loss contingency, estimate of possible loss       $ 3,900    
Apiture, Inc            
Loss Contingencies [Line Items]            
Loss contingency, estimate of possible loss       $ 800    
v3.23.3
Commitments and Contingencies - Purchase Commitments and Future Minimum Lease Payments (Details) - USD ($)
$ in Thousands
Oct. 31, 2023
Nov. 30, 2020
Purchase commitments    
2024 $ 725  
2025 3,019  
2026 2,761  
2027 1,602  
Total 8,107  
Financing obligations - leased facility    
2024 1,116  
2025 4,543  
2026 4,644  
2027 3,950  
Total 14,253  
Residual financing obligations and assets 49,476  
Less: amount representing interest (9,237)  
Financing obligations $ 54,492 $ 16,300
v3.23.3
Related-Party Transactions (Details)
$ in Millions
Nov. 01, 2022
USD ($)
Related Party Transaction [Line Items]  
Equity securities without readily determinable fair value, amount $ 2.5
Zest AI  
Related Party Transaction [Line Items]  
Ownership percentage by parent 10.00%
v3.23.3
Basic and Diluted Loss per Share - Components of Basic and Diluted Loss Per Share (Details) - USD ($)
$ / shares in Units, $ in Thousands
3 Months Ended 9 Months Ended
Oct. 31, 2023
Oct. 31, 2022
Oct. 31, 2023
Oct. 31, 2022
Numerator        
Net loss attributable to nCino, Inc. $ (16,379) $ (23,579) $ (43,506) $ (81,512)
Denominator        
Weighted-average common shares outstanding, basic (in shares) 112,951,553 110,897,811 112,484,017 110,434,171
Weighted-average common shares outstanding, diluted (in shares) 112,951,553 110,897,811 112,484,017 110,434,171
Basic loss per share attributable to nCino, Inc. (in USD per share) $ (0.15) $ (0.21) $ (0.39) $ (0.74)
Diluted loss per share attributable to nCino, Inc. (in USD per share) $ (0.15) $ (0.21) $ (0.39) $ (0.74)
v3.23.3
Basic and Diluted Loss per Share - Weighted Average Number of Shares Excluded From Computation of EPS (Details) - shares
9 Months Ended
Oct. 31, 2023
Oct. 31, 2022
Stock options issued and outstanding    
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]    
Antidilutive securities excluded from computation of earnings per share amount (in shares) 1,551,058 2,161,088
Nonvested RSUs issued and outstanding    
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]    
Antidilutive securities excluded from computation of earnings per share amount (in shares) 5,785,669 4,000,187
Shares issuable pursuant to the ESPP    
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]    
Antidilutive securities excluded from computation of earnings per share amount (in shares) 61,412 62,781
v3.23.3
Restructuring - Narrative (Details) - USD ($)
$ in Millions
3 Months Ended
Apr. 30, 2023
Jan. 31, 2023
Restructuring and Related Activities [Abstract]    
Restructuring and related cost, number of positions eliminated, period percent 7.00%  
Payments for restructuring $ 0.8  
Restructuring and related cost, incurred cost $ 4.8  
Restructuring reserve   $ 5.0
v3.23.3
Restructuring - Restructuring Charges (Details) - Lease Exit Fees - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Oct. 31, 2023
Oct. 31, 2023
Restructuring Cost and Reserve [Line Items]    
Total $ 150 $ 627
Cost of subscription revenues | Subscription    
Restructuring Cost and Reserve [Line Items]    
Total 12 51
Cost of subscription revenues | Professional services and other    
Restructuring Cost and Reserve [Line Items]    
Total 26 118
Sales and marketing    
Restructuring Cost and Reserve [Line Items]    
Total 24 100
Research and development    
Restructuring Cost and Reserve [Line Items]    
Total 87 352
General and administrative    
Restructuring Cost and Reserve [Line Items]    
Total $ 1 $ 6

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