Cover
Cover - shares | 9 Months Ended | |
Oct. 31, 2021 | Nov. 26, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Oct. 31, 2021 | |
Document Transition Report | false | |
Entity File Number | 001-39380 | |
Entity Registrant Name | nCino, Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 46-4353148 | |
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 $0.0005 per share | |
Trading Symbol | NCNO | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 96,749,427 | |
Entity Central Index Key | 0001566895 | |
Current Fiscal Year End Date | --01-31 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Oct. 31, 2021 | Jan. 31, 2021 |
Current assets | ||
Cash and cash equivalents (VIE: $7,425 and $4,722 at January 31, 2021 and October 31, 2021, respectively) | $ 381,080 | $ 371,425 |
Accounts receivable, less allowance for doubtful accounts of $88 and $151 at January 31, 2021 and October 31, 2021, respectively | 33,776 | 55,517 |
Costs capitalized to obtain revenue contracts, current portion, net | 5,524 | 4,864 |
Prepaid expenses and other current assets | 11,898 | 10,425 |
Total current assets | 432,278 | 442,231 |
Property and equipment, net | 53,916 | 29,943 |
Operating lease right-of-use assets, net | 10,420 | 0 |
Costs capitalized to obtain revenue contracts, noncurrent, net | 11,230 | 10,191 |
Goodwill | 56,977 | 57,149 |
Intangible assets, net | 20,678 | 23,137 |
Other long-term assets | 1,044 | 750 |
Total assets | 586,543 | 563,401 |
Current liabilities | ||
Accounts payable | 5,790 | 1,634 |
Accounts payable, related parties | 5,236 | 4,363 |
Accrued commissions | 7,021 | 12,500 |
Other accrued expenses | 11,191 | 7,527 |
Deferred rent, current portion | 0 | 203 |
Deferred revenue, current portion | 86,825 | 89,141 |
Financing obligations, current portion | 570 | 324 |
Operating lease liabilities, current portion | 2,717 | 0 |
Total current liabilities | 119,350 | 115,692 |
Operating lease liabilities, noncurrent | 9,323 | 0 |
Deferred income taxes, noncurrent | 582 | 368 |
Deferred rent, noncurrent | 0 | 1,486 |
Deferred revenue, noncurrent | 72 | 946 |
Financing obligations, noncurrent | 33,190 | 15,939 |
Construction liability, noncurrent | 5,899 | 0 |
Total liabilities | 168,416 | 134,431 |
Commitments and contingencies (Notes 8, 12, and 13) | ||
Redeemable non-controlling interest (Note 3) | 2,360 | 3,791 |
Stockholders’ equity | ||
Preferred stock, $0.001 par value; 10,000,000 shares authorized, and none issued and outstanding as of January 31, 2021 and October 31, 2021 | 0 | 0 |
Common stock, $0.0005 par value; 500,000,000 shares authorized as of January 31, 2021 and October 31, 2021; 93,643,759 and 96,691,631 shares issued and outstanding as of January 31, 2021 and October 31, 2021, respectively | 48 | 47 |
Additional paid-in capital | 619,063 | 585,956 |
Accumulated other comprehensive income (loss) | (14) | 240 |
Accumulated deficit | (203,330) | (161,064) |
Total stockholders’ equity | 415,767 | 425,179 |
Total liabilities, redeemable non-controlling interest, and stockholders’ equity | $ 586,543 | $ 563,401 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets - (Parenthetical) - USD ($) $ in Thousands | Oct. 31, 2021 | Jan. 31, 2021 |
Cash and cash equivalents (VIE: $7,425 and $4,722 at January 31, 2021 and October 31, 2021, respectively) | $ 381,080 | $ 371,425 |
Accounts receivable, less allowance for doubtful accounts of $88 and $151 at January 31, 2021 and October 31, 2021, respectively | $ 151 | $ 88 |
Preferred stock, par value (in USD per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (in USD per share) | $ 0.0005 | $ 0.0005 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares, issued | 96,691,631 | 93,643,759 |
Common stock, shares outstanding | 96,691,631 | 93,643,759 |
Variable Interest Entity, Primary Beneficiary | ||
Cash and cash equivalents (VIE: $7,425 and $4,722 at January 31, 2021 and October 31, 2021, respectively) | $ 4,722 | $ 7,425 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Oct. 31, 2021 | Oct. 31, 2020 | Oct. 31, 2021 | Oct. 31, 2020 | ||
Revenues | |||||
Total revenues | $ 70,036 | $ 54,229 | $ 198,910 | $ 147,706 | |
Cost of revenues | |||||
Total cost of revenues | 27,254 | 22,514 | 80,128 | 63,967 | |
Gross profit | 42,782 | 31,715 | 118,782 | 83,739 | |
Operating expenses | |||||
Sales and marketing | [1] | 20,586 | 14,175 | 58,227 | 42,027 |
Research and development | [1] | 19,956 | 15,077 | 55,990 | 41,334 |
General and administrative | [1] | 14,964 | 11,251 | 45,931 | 29,130 |
Total operating expenses | 55,506 | 40,503 | 160,148 | 112,491 | |
Loss from operations | (12,724) | (8,788) | (41,366) | (28,752) | |
Non-operating income (expense) | |||||
Interest income | 57 | 78 | 173 | 289 | |
Interest Expense | (379) | 0 | (977) | 0 | |
Other income (expense), net | (255) | (260) | (325) | 337 | |
Loss before income tax expense | (13,301) | (8,970) | (42,495) | (28,126) | |
Income tax expense | 356 | 309 | 1,030 | 709 | |
Net loss | (13,657) | (9,279) | (43,525) | (28,835) | |
Net loss attributable to redeemable non-controlling interest (Note 3) | (389) | (292) | (1,259) | (700) | |
Adjustment attributable to redeemable non-controlling interest (Note 3) | 368 | 76 | 61 | 343 | |
Net loss attributable to nCino, Inc. | $ (13,636) | $ (9,063) | $ (42,327) | $ (28,478) | |
Net loss per share attributable to nCino, Inc.: | |||||
Basic (in USD per share) | $ (0.14) | $ (0.10) | $ (0.44) | $ (0.33) | |
Diluted (in USD per share) | $ (0.14) | $ (0.10) | $ (0.44) | $ (0.33) | |
Weighted average number of common shares outstanding: | |||||
Basic (in shares) | 96,431,082 | 91,600,203 | 95,510,413 | 85,962,141 | |
Diluted (in shares) | 96,431,082 | 91,600,203 | 95,510,413 | 85,962,141 | |
License and Service | |||||
Revenues | |||||
Total revenues | $ 57,085 | $ 43,279 | $ 162,052 | $ 117,461 | |
Cost of revenues | |||||
Total cost of revenues | [1] | 15,753 | 12,380 | 46,007 | 34,399 |
Professional Services | |||||
Revenues | |||||
Total revenues | 12,951 | 10,950 | 36,858 | 30,245 | |
Cost of revenues | |||||
Total cost of revenues | [1] | $ 11,501 | $ 10,134 | $ 34,121 | $ 29,568 |
[1] | 1 Includes stock-based compensation expense as follows: Three Months Ended October 31, Nine Months Ended October 31, 2020 2021 2020 2021 Cost of subscription revenues $ 135 $ 179 $ 438 $ 721 Cost of professional services revenues 810 1,209 3,358 3,881 Sales and marketing 1,157 1,685 4,818 5,415 Research and development 1,066 1,351 4,406 4,580 General and administrative 2,125 1,421 6,593 5,952 Total stock-based compensation expense $ 5,293 $ 5,845 $ 19,613 $ 20,549 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations - (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2021 | Oct. 31, 2020 | Oct. 31, 2021 | Oct. 31, 2020 | |
Total stock-based compensation expense | $ 5,845 | $ 5,293 | $ 20,549 | $ 19,613 |
Sales and marketing | ||||
Total stock-based compensation expense | 1,685 | 1,157 | 5,415 | 4,818 |
Research and development | ||||
Total stock-based compensation expense | 1,351 | 1,066 | 4,580 | 4,406 |
General and administrative | ||||
Total stock-based compensation expense | 1,421 | 2,125 | 5,952 | 6,593 |
License and Service | ||||
Revenue from related parties | 0 | 0 | 0 | 2,439 |
Related party costs | 11,638 | 9,067 | 33,358 | 25,277 |
License and Service | Cost of subscription revenues | ||||
Total stock-based compensation expense | 179 | 135 | 721 | 438 |
Professional Services | Cost of subscription revenues | ||||
Total stock-based compensation expense | $ 1,209 | $ 810 | $ 3,881 | $ 3,358 |
Condensed Consolidated Statem_3
Condensed Consolidated Statement of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2021 | Oct. 31, 2020 | Oct. 31, 2021 | Oct. 31, 2020 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (13,657) | $ (9,279) | $ (43,525) | $ (28,835) |
Other comprehensive income (loss): | ||||
Foreign currency translation | 163 | (3) | (487) | 776 |
Other comprehensive income (loss) | 163 | (3) | (487) | 776 |
Comprehensive loss | (13,494) | (9,282) | (44,012) | (28,059) |
Less comprehensive loss attributable to redeemable non-controlling interest: | ||||
Net loss attributable to redeemable non-controlling interest | (389) | (292) | (1,259) | (700) |
Foreign currency translation attributable to redeemable non-controlling interest | (82) | (2) | (233) | 167 |
Comprehensive loss attributable to redeemable non-controlling interest | (471) | (294) | (1,492) | (533) |
Comprehensive loss attributable to nCino, Inc. | $ (13,023) | $ (8,988) | $ (42,520) | $ (27,526) |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Stockholders’ Equity - USD ($) $ in Thousands | Total | Common Stock | Common StockVoting Common Stock | Common StockNonvoting Common Stock | Additional Paid-in Capital | Other Comprehensive Income (Loss) | Accumulated Deficit |
Balance, beginning of year (in shares) at Jan. 31, 2020 | 0 | 75,596,007 | 5,931,319 | ||||
Balance, beginning of year at Jan. 31, 2020 | $ 167,273 | $ 0 | $ 38 | $ 3 | $ 288,564 | $ (408) | $ (120,924) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Issuance of common stock in connection with initial public offering, net of underwriting discounts and commissions (in shares) | 9,269,000 | ||||||
Issuance of common stock in connection with initial public offering, net of underwriting discounts and commissions | 268,375 | $ 5 | 268,370 | ||||
Costs in connection with initial public offering | (4,534) | (4,534) | |||||
Exercise of stock options (in shares) | 837,420 | 325,530 | |||||
Exercise of stock options | 3,859 | 3,859 | |||||
Reclassification of voting and non-voting common stock (in shares) | (81,852,856) | (75,921,537) | (5,931,319) | ||||
Reclassification of voting and non-voting common stock | 0 | $ 41 | $ (38) | $ (3) | |||
Stock-based compensation | 19,613 | 19,613 | |||||
Other comprehensive income (loss) | 609 | 609 | |||||
Net loss attributable to nCino, Inc., including adjustment to redeemable non-controlling interest | (28,478) | (343) | (28,135) | ||||
Balance, end of year (in shares) at Oct. 31, 2020 | 91,959,276 | 0 | 0 | ||||
Balance, end of year at Oct. 31, 2020 | 426,717 | $ 46 | $ 0 | $ 0 | 575,529 | 201 | (149,059) |
Balance, beginning of year (in shares) at Jul. 31, 2020 | 91,122,356 | 0 | 0 | ||||
Balance, beginning of year at Jul. 31, 2020 | 427,490 | $ 46 | $ 0 | $ 0 | 567,314 | 202 | (140,072) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Exercise of stock options (in shares) | 836,920 | 0 | |||||
Exercise of stock options | 2,998 | 2,998 | |||||
Stock-based compensation | 5,293 | 5,293 | |||||
Other comprehensive income (loss) | (1) | (1) | |||||
Net loss attributable to nCino, Inc., including adjustment to redeemable non-controlling interest | (9,063) | (76) | (8,987) | ||||
Balance, end of year (in shares) at Oct. 31, 2020 | 91,959,276 | 0 | 0 | ||||
Balance, end of year at Oct. 31, 2020 | 426,717 | $ 46 | $ 0 | $ 0 | 575,529 | 201 | (149,059) |
Balance, beginning of year (in shares) at Jan. 31, 2021 | 93,643,759 | ||||||
Balance, beginning of year at Jan. 31, 2021 | $ 425,179 | $ 47 | 585,956 | 240 | (161,064) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Exercise of stock options (in shares) | 2,527,287 | 2,527,287 | |||||
Exercise of stock options | $ 12,620 | $ 1 | 12,619 | ||||
Stock issuance upon vesting of restricted stock units (in shares) | 520,585 | ||||||
Stock-based compensation | 20,549 | 20,549 | |||||
Other comprehensive income (loss) | (254) | (254) | |||||
Net loss attributable to nCino, Inc., including adjustment to redeemable non-controlling interest | (42,327) | (61) | (42,266) | ||||
Balance, end of year (in shares) at Oct. 31, 2021 | 96,691,631 | ||||||
Balance, end of year at Oct. 31, 2021 | 415,767 | $ 48 | 619,063 | (14) | (203,330) | ||
Balance, beginning of year (in shares) at Jul. 31, 2021 | 95,927,741 | ||||||
Balance, beginning of year at Jul. 31, 2021 | 419,893 | $ 48 | 610,166 | (259) | (190,062) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Exercise of stock options (in shares) | 559,703 | ||||||
Exercise of stock options | 3,420 | 3,420 | |||||
Stock issuance upon vesting of restricted stock units (in shares) | 204,187 | ||||||
Stock-based compensation | 5,845 | 5,845 | |||||
Other comprehensive income (loss) | 245 | 245 | |||||
Net loss attributable to nCino, Inc., including adjustment to redeemable non-controlling interest | (13,636) | (368) | (13,268) | ||||
Balance, end of year (in shares) at Oct. 31, 2021 | 96,691,631 | ||||||
Balance, end of year at Oct. 31, 2021 | $ 415,767 | $ 48 | $ 619,063 | $ (14) | $ (203,330) |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows (Statement) - USD ($) $ in Thousands | 9 Months Ended | |
Oct. 31, 2021 | Oct. 31, 2020 | |
Cash flows from operating activities | ||
Net loss attributable to nCino, Inc. | $ (42,327) | $ (28,478) |
Net loss and adjustment attributable to redeemable non-controlling interest | (1,198) | (357) |
Net loss | (43,525) | (28,835) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization | 6,139 | 5,425 |
Non-cash operating lease costs | 1,847 | 0 |
Amortization of costs capitalized to obtain revenue contracts | 4,157 | 3,521 |
Stock-based compensation | 20,549 | 19,613 |
Deferred income taxes | 192 | 96 |
Provision for bad debt | 84 | 342 |
Net foreign currency losses | 393 | 0 |
Change in operating assets and liabilities: | ||
Accounts receivable | 21,614 | 8,535 |
Accounts receivable, related parties | 0 | 9,201 |
Costs capitalized to obtain revenue contracts | (5,848) | (4,531) |
Prepaid expenses and other assets | (1,430) | (2,652) |
Accounts payable and accrued expenses and other liabilities | 1,887 | (1,551) |
Accounts payable, related parties | 873 | 692 |
Deferred rent | 0 | (109) |
Deferred revenue | (3,192) | 19,413 |
Deferred revenue, related parties | 0 | (8,013) |
Operating lease liabilities | (1,917) | 0 |
Net cash provided by operating activities | 1,823 | 21,147 |
Cash flows from investing activities | ||
Purchases of property and equipment | (3,640) | (3,755) |
Net cash used in investing activities | (3,640) | (3,755) |
Cash flows from financing activities | ||
Proceeds from initial public offering, net of underwriting discounts and commissions | 0 | 268,375 |
Payments of costs related to initial public offering | 0 | (2,524) |
Exercise of stock options | 12,620 | 3,859 |
Principal payments on financing obligations | (181) | 0 |
Net cash provided by financing activities | 12,439 | 269,710 |
Effect of foreign currency exchange rate changes on cash, cash equivalents, and restricted cash | (632) | 298 |
Net increase in cash, cash equivalents, and restricted cash | 9,990 | 287,400 |
Cash and cash equivalents, beginning of period | 371,425 | 91,184 |
Cash, cash equivalents, and restricted cash, end of period | 381,415 | 378,584 |
Cash, cash equivalents, and restricted cash, end of period: | ||
Cash and cash equivalents | 381,080 | 378,584 |
Restricted cash included in other long-term assets | 335 | 0 |
Total cash, cash equivalents, and restricted cash, end of period | 381,415 | 378,584 |
Supplemental disclosure of cash flow information | ||
Cash paid during the year for taxes, net of refunds | 335 | 587 |
Cash paid during the year for interest on financing obligations | 977 | 0 |
Supplemental disclosure of noncash investing and financing activities | ||
Purchase of property and equipment, accrued but not paid | 6,370 | 116 |
Building-leased facility acquired through financing obligation | 17,678 | 0 |
Costs related to initial public offering, accrued but not paid | 0 | 241 |
Costs related to initial public offering, reclassified from other long term assets to equity | $ 0 | $ 1,769 |
Organization and Description of
Organization and Description of Business | 9 Months Ended |
Oct. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Description of Business | Organization and Description of Business Description of Business: nCino, Inc. 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 offices in Salt Lake City, Utah; London, United Kingdom; Sydney, Australia; Melbourne, Australia; Toronto, Canada; and Tokyo, Japan. On November 16, 2021, the Company entered into an Agreement and Plan of Merger (the "Merger Agreement") with Penny HoldCo, Inc., a Delaware corporation and wholly-owned subsidiary of the Company ("Parent"), SimpleNexus, LLC, a Utah limited liability company ("SimpleNexus"), and certain other parties thereto providing for a merger transaction with the Company and SimpleNexus surviving as wholly-owned subsidiaries of Parent and the holders of shares of the Company's common stock, par value $0.0005 ("Company Common Stock") immediately prior to the effectuation of the merger transaction receiving a commensurate number of shares of Parent common stock, par value $0.0005 ("Parent Common Stock"). See Note 15 "Subsequent Event" for additional information regarding the Merger Agreement. Fiscal Year End: The Company’s fiscal year ends on January 31. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Oct. 31, 2021 | |
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, 2021 filed with the SEC on March 31, 2021. 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. See the variable interest entity section below and Note 3 "Variable Interest Entity and Redeemable Non-Controlling Interest" for additional information regarding the Company’s variable interest entity. 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 2022 or any future period. In March 2021, a Certificate of Amendment was filed with the state of Delaware for Visible Equity, LLC ("Visible Equity"), a wholly-owned subsidiary of the Company, to change its name to nCino Portfolio Analytics, LLC. The state of Delaware effected the name change in April 2021. Effective February 1, 2021, the Company adopted the requirement of Accounting Standards Update ("ASU") 2016-02, Leases (Topic 842) using the alternative transition method. Under this method, the Company is not required to restate or disclose the effects of applying this ASU for comparative periods. See the Recently Adopted Accounting Guidance section for the adoption of ASU 2016-02, Leases (Topic 842). 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 investment, 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, stand-alone selling price, and other revenue items requiring significant judgement; 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; the 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. 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 and restricted cash. The Company’s cash and cash equivalents exceeded the Federal deposit insurance limit at January 31, 2021 and October 31, 2021. The Company maintains its cash, cash equivalents and restricted cash with high-credit-quality financial institutions. As of January 31, 2021, no individual customer represented more than 10% of accounts receivable and, as of October 31, 2021, one customer represented 34% of accounts receivable. For the three and nine months ended October 31, 2020 and 2021, no individual customer represented more than 10% of the Company’s total revenues. Restricted Cash: Restricted cash consists of deposits held as collateral for the Company's bank guarantees issued in place of security deposits for certain property leases. 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. We recognize a contract asset in the form of accounts receivable when we have an unconditional right to payment, and we record 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. 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 we are 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. See the Recently Adopted Accounting Guidance section for the adoption of ASU 2016-13, Financial Instruments–Credit Losses: Measurement of Credit Losses on Financial Instruments. A summary of activity in the allowance for doubtful accounts is as follows: Three Months Ended October 31, Nine Months Ended October 31, 2020 2021 2020 2021 Balance, beginning of period $ 622 $ 59 $ — $ 88 Charged to (recovery of) bad debt expense (277) 89 342 84 Other — — — (24) Translation adjustments (3) 3 — 3 Balance, end of period $ 342 $ 151 $ 342 $ 151 Leases: The Company determines if an arrangement is or contains a lease at inception date based on whether there is an identified asset and whether the Company controls the use of the identified asset throughout the period of use. The Company determines the classification of the lease, whether operating or financing, at the lease commencement date, which is the date the leased assets are made available for use. The Company accounts for lease and non-lease components as a single lease component for its facilities and equipment leases. The Company did not have any finance leases as of October 31, 2021. Operating lease right-of-use ("ROU") assets and lease liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. The lease term reflects the noncancelable period of the lease together with options to extend or terminate the lease when it is reasonably certain the Company will exercise such option. Variable costs, such as common area maintenance costs, are not included in the measurement of the ROU assets and lease liabilities, but are expensed as incurred. The Company's leases do not generally provide an implicit rate; therefore, the Company uses its incremental borrowing rate in determining the present value of the lease payments. Lease expense is recognized on a straight-line basis over the lease term. The Company does not recognize ROU assets or lease liabilities for leases with a term of 12 months or less. Lease expense for such leases is recognized on a straight-line basis over the lease term. Recently Adopted Accounting Guidance: In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). The standard will affect all entities that lease assets and will require lessees to recognize a lease liability and a right-of-use asset for all leases (except for short-term leases that have a duration of less than one year) as of the date on which the lessor makes the underlying asset available to the lessee. For lessors, accounting for leases is substantially the same as in prior periods. In July 2018, the FASB issued ASU 2018-10, Codification Improvements to Topic 842, Leases, to clarify how to apply certain aspects of the new leases standard. ASU 2016-02, as subsequently amended for various technical issues, is effective for emerging growth companies following private company adoption dates in fiscal years beginning after December 15, 2021, and interim periods within annual periods beginning after December 15, 2022, and early adoption is permitted. If the Company were to cease meeting the emerging growth company criteria during the fiscal year ending January 31, 2022, this ASU would be effective for the Company for its Annual Report on Form 10-K for the fiscal year ended January 31, 2022. Since the Company will cease to qualify as an emerging growth company as of January 31, 2022, the Company adopted this ASU effective February 1, 2021. The Company used the alternative transition method in which the Company is not required to restate or disclose the effects of applying this ASU for comparative periods. The Company elected the package of practical expedients which permits the Company to not reassess prior conclusions pertaining to lease identification, lease classification, and initial direct costs. The Company did not elect the use-of-hindsight or the practical expedient pertaining to land easements. In addition, the Company elected ongoing practical expedients including the option to not recognize right-of-use assets and lease liabilities for short term leases (leases with an original term of twelve months or less). The Company also elected the practical expedient to not separate lease and non-lease components for our facilities and equipment leases. The adoption of this ASU resulted in the recognition of operating right-of-use assets of $10.5 million and lease liabilities of $12.2 million, and the derecognition of deferred rent on the Company's unaudited condensed consolidated balance sheet on February 1, 2021. The adoption of this ASU did not impact the Company's unaudited condensed consolidated statements of operations, comprehensive loss or the unaudited condensed consolidated statements of cash flows. Upon the adoption of this ASU there was no change to the accounting for the Company's financing obligation. In June 2016, the FASB issued ASU 2016-13, Financial Instruments–Credit Losses: Measurement of Credit Losses on Financial Instruments , which changes the impairment model for most financial assets. The new model uses a forward-looking expected loss method, which will generally result in earlier recognition of allowances for losses. ASU 2016-13, as subsequently amended for various technical issues, is effective for emerging growth companies following private company adoption dates for fiscal years beginning after December 15, 2022 and for interim periods within those fiscal years. If the Company were to cease meeting the emerging growth company criteria during the fiscal year ending January 31, 2022, this ASU would be effective for the Company for its Annual Report on Form 10-K for the fiscal year ended January 31, 2022. Since the Company will cease to qualify as an emerging growth company as of January 31, 2022, the Company adopted this ASU effective February 1, 2021. The adoption of this ASU, which impacted the Company's allowance for doubtful accounts, did not have a material impact on the Company's unaudited condensed consolidated financial statements. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes , which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. ASU 2019-12 is effective for emerging growth companies following private company adoption dates in fiscal years beginning after December 15, 2021, and interim periods within annual periods beginning after December 15, 2022, with early adoption permitted, including adoption in an interim period. If the Company were to cease meeting the emerging growth company criteria during the fiscal year ending January 31, 2022, this ASU would be effective for the Company for its Annual Report on Form 10-K for the fiscal year ended January 31, 2022. Since the Company will cease to qualify as an emerging growth company as of January 31, 2022, the Company adopted this ASU effective February 1, 2021. The adoption of this ASU did not have a material impact on the Company’s unaudited condensed consolidated financial statements. In October 2020, the FASB issued ASU 2020-10, Codification Improvements . The guidance includes amendments to improve the codification by ensuring that all guidance that requires or provides an option for an entity to provide information in the notes to the financial statements is codified in the disclosure section of the codification and to clarify guidance so that entities can apply guidance more consistently on codifications that are varied in nature where the original guidance may have been unclear. ASU 2020-10 is effective for emerging growth companies following private company adoption dates in fiscal years beginning after December 15, 2021, and interim periods within annual periods beginning after December 15, 2022, and early adoption is permitted. If the Company were to cease meeting the emerging growth company criteria during the fiscal year ending January 31, 2022, this ASU would be effective for the Company for its Annual Report on Form 10-K for the fiscal year ended January 31, 2022. Since the Company will cease to qualify as an emerging growth company as of January 31, 2022, the Company adopted this ASU effective February 1, 2021. The adoption of this ASU did not have a material impact on the Company’s unaudited condensed consolidated financial statements. Recent Accounting Pronouncements Not Yet Adopted: In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805) - Accounting for Contract Assets and Contract Liabilities from Contracts with Customers . The standard addresses diversity and inconsistency related to the recognition and measurement of contract assets and contract liabilities acquired in a business combination. ASU 2021-08 requires an acquirer to recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606, Revenue from Contracts with Customers. ASU 2021-08 is effective for emerging growth companies following private company adoption dates in fiscal years beginning |
Variable Interest Entity and Re
Variable Interest Entity and Redeemable Non-Controlling Interest | 9 Months Ended |
Oct. 31, 2021 | |
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, 2021, the Company controls a majority of the outstanding common stock in nCino K.K. 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 $0.5 million at October 31, 2021. 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, 2020 2021 2020 2021 Balance, beginning of period $ 4,384 $ 2,463 $ 4,356 $ 3,791 Net loss attributable to redeemable non-controlling interest (excluding adjustment to non-controlling interest) (292) (389) (700) (1,259) Foreign currency translation (2) (82) 167 (233) Adjustment to redeemable non-controlling interest 76 368 343 61 Balance, end of period $ 4,166 $ 2,360 $ 4,166 $ 2,360 |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 9 Months Ended |
Oct. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments 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, 2021 and October 31, 2021 because of the relatively short duration of these instruments. 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, 2021 and October 31, 2021 and indicates the fair value hierarchy of the valuation: Fair value measurements on a recurring basis as of January 31, 2021 Level 1 Level 2 Level 3 Assets: Money market accounts (included in cash and cash equivalents) $ 332,541 $ — $ — Total assets $ 332,541 $ — $ — Fair value measurements on a recurring basis as of October 31, 2021 Level 1 Level 2 Level 3 Assets: Money market accounts (included in cash and cash equivalents) $ 329,501 $ — $ — Time deposits (included in other long-term assets) 335 — — Total assets $ 329,836 $ — $ — 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. |
Revenues
Revenues | 9 Months Ended |
Oct. 31, 2021 | |
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, 2020 2021 2020 2021 United States $ 47,635 $ 58,357 $ 132,155 $ 167,389 International 6,594 11,679 15,551 31,521 $ 54,229 $ 70,036 $ 147,706 $ 198,910 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, 2021 and October 31, 2021: As of January 31, 2021 As of October 31, 2021 Trade accounts receivable $ 53,272 $ 31,027 Unbilled accounts receivable 1,814 1,873 Allowance for doubtful accounts (88) (151) Other accounts receivable 519 1,027 Total accounts receivable, net $ 55,517 $ 33,776 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, 2021, $82.2 million of revenues were recognized out of the deferred revenue balance as of January 31, 2021. Transaction price allocated to remaining performance obligations represents contracted revenues that have not yet been recognized, which includes deferred revenue and unbilled amounts that will be 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 $717.7 million as of October 31, 2021. The Company expects to recognize approximately 59% of its remaining performance obligation as revenues in the next 24 months, approximately 32% more in the following 25 to 48 months, and the remainder thereafter. |
Property and Equipment
Property and Equipment | 9 Months Ended |
Oct. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and Equipment Property and equipment, net consisted of the following: As of January 31, 2021 As of October 31, 2021 Furniture and fixtures $ 6,706 $ 7,045 Computers and equipment 5,039 6,181 Buildings and land 1 16,300 33,978 Leasehold improvements 11,581 13,425 Construction in progress 2 277 6,623 39,903 67,252 Less accumulated depreciation (9,960) (13,336) $ 29,943 $ 53,916 The Company recognized depreciation expense as follows: Three Months Ended October 31, Nine Months Ended October 31, 2020 2021 2020 2021 Cost of revenues $ 346 $ 326 $ 935 $ 1,063 Sales and marketing 279 275 792 872 Research and development 361 467 941 1,313 General and administrative 136 159 362 461 Total depreciation expense $ 1,122 $ 1,227 $ 3,030 $ 3,709 1 The construction of a parking deck, which is an addition to our existing headquarters, began in fiscal 2022 and was completed during September 2021. Since we are considered the owners of the parking deck for accounting purposes, upon completion of the construction of the parking deck, $17.7 million was reclassified from construction in progress to buildings and land within property and equipment, net on the unaudited condensed consolidated balance sheets. See Note 12 "Commitments and Contingencies" for additional details. 2 The increase in construction in progress is primarily due to construction for an additional office building that is on the property of our existing headquarters for which we are considered the owners for accounting purposes. See Note 12 "Commitments and Contingencies" for additional details including future commitments. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 9 Months Ended |
Oct. 31, 2021 | |
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: Three Months Ended October 31, Nine Months Ended October 31, 2020 2021 2020 2021 Balance, beginning of period $ 56,527 $ 56,740 $ 55,840 $ 57,149 Translation adjustments (229) 237 458 (172) Balance, end of period $ 56,298 $ 56,977 $ 56,298 $ 56,977 Intangible assets Intangible assets, net are as follows: As of January 31, 2021 As of October 31, 2021 Gross Accumulated Net Carrying Gross Accumulated Net Carrying Acquired developed technology $ 6,320 $ (2,295) $ 4,025 $ 6,279 $ (3,459) $ 2,820 Customer relationships 21,721 (2,609) 19,112 21,719 (3,861) 17,858 Trademarks 128 (128) — 128 (128) — $ 28,169 $ (5,032) $ 23,137 $ 28,126 $ (7,448) $ 20,678 The Company recognized amortization expense as follows: Three Months Ended October 31, Nine Months Ended October 31, 2020 2021 2020 2021 Cost of subscription revenues $ 386 $ 388 $ 1,133 $ 1,177 Sales and marketing 417 418 1,252 1,253 General and administrative — — 10 — Total amortization expense $ 803 $ 806 $ 2,395 $ 2,430 The expected future amortization expense for intangible assets as of October 31, 2021 is as follows: Fiscal Year Ending January 31, 2022 (remaining) $ 811 2023 3,239 2024 2,530 2025 1,670 2026 1,670 Thereafter 10,758 $ 20,678 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. |
Reseller Agreement
Reseller Agreement | 9 Months Ended |
Oct. 31, 2021 | |
Related Party Transactions [Abstract] | |
Reseller Agreement | Reseller AgreementThe Company has a reseller agreement in place with a related party to utilize their platform and to develop the Company’s cloud-based banking software as an application within the related party’s hosted environment. In June 2020, this agreement was renegotiated and expires in June 2027 and will automatically renew in annual increments thereafter unless either party gives notice of non-renewal before the end of the initial term or the respective renewal term. Cost of subscription revenues in each of the three and nine months ended October 31, 2020 and 2021 substantially consists of fees paid for access to the related party’s platform, including their hosting infrastructure and data center operations. The Company has recorded expenses of $9.1 million and $11.6 million for the three months ended October 31, 2020 and 2021, respectively, and $25.3 million and $33.4 million for the nine months ended October 31, 2020 and 2021, respectively. See also Note 13 "Related-Party Transactions." |
Stockholders_ Equity
Stockholders’ Equity | 9 Months Ended |
Oct. 31, 2021 | |
Equity [Abstract] | |
Stockholders’ Equity | Stockholders’ Equity At October 31, 2021, the Company committed a total of 25,138,069 shares of common stock for future issuance as follows: Issued and outstanding stock options 2,873,232 Nonvested issued and outstanding restricted stock units ("RSUs") 2,007,528 Possible issuance under stock plans 20,257,309 25,138,069 |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Oct. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation Stock Options Stock option activity for the nine months ended October 31, 2021 was as follows: Number of Weighted Outstanding, January 31, 2021 5,467,012 $ 6.00 Granted — — Expired or forfeited (66,493) 14.79 Exercised (2,527,287) 4.99 Outstanding, October 31, 2021 2,873,232 $ 6.68 Exercisable, October 31, 2021 2,528,860 $ 5.56 Fully vested or expected to vest, October 31, 2021 2,838,795 $ 6.58 As of October 31, 2021, there was $1.5 million of total unrecognized compensation expense related to unvested stock-based compensation arrangements under the 2014 Stock Plan ("2014 Plan") and 2019 Equity Incentive Plan (as amended and restated, "2019 Plan"). That cost is expected to be recognized over a weighted average period of 1.26 years. Restricted Stock Units RSU activity during the nine months ended October 31, 2021 was as follows: Number of Weighted Average Nonvested, January 31, 2021 1,848,296 $ 22.07 Granted 812,025 70.01 Vested (520,585) 20.83 Forfeited (132,208) 34.37 Nonvested, October 31, 2021 2,007,528 $ 40.97 As of October 31, 2021, total unrecognized compensation expense related to non-vested RSUs was $58.5 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 3.17 years. Employee Stock Purchase Plan The first offering period for the Employee Stock Purchase Plan ("ESPP") began on July 1, 2021 and will end on December 31, 2021. Thereafter, offering periods will begin on January 1 and July 1. The fair value of ESPP shares is estimated at the date of grant using the Black-Scholes option valuation model based on assumptions as follows for ESPP awards: Expected life. The expected life reflects the period for which the Company believes the ESPP will remain outstanding. The expected term for the ESPP award approximates the offering period of six months. Expected volatility. The expected volatility is based on the historical volatility of the Company's common stock. Expected dividends. The expected dividend yield is zero as the Company has not and does not expect to pay dividends. Risk-free interest rate. The risk-free interest rate reflects the U.S. Treasury yield for a similar expected life instrument in effect at the time of the grant of the ESPP share. The assumptions utilized for the ESPP shares for the nine months ended October 31, 2021 were as follows: Nine Months Ended October 31, 2021 Expected life (in years) 0.5 Expected volatility 48.70% Expected dividends 0.00% Risk-free interest rate 0.05% As of October 31, 2021, total unrecognized compensation expense related to the ESPP was $0.3 million. That cost is expected to be recognized over the remaining term of the initial offering period. |
Leases
Leases | 9 Months Ended |
Oct. 31, 2021 | |
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 the leases for up to five years. The components of lease expense for the three and nine months ended October 31, 2021 were as follows: Three Months Ended October 31, 2021 Nine Months Ended October 31, 2021 Operating lease expense $ 733 $ 2,154 Short-term lease expense 226 619 Variable lease expense 63 210 Total $ 1,022 $ 2,983 Supplemental cash flow information for the nine months ended October 31, 2021 related to operating leases was as follows: Cash paid for amounts included in the measurement of operating lease liabilities $ 2,212 Right-of-use assets obtained in exchange for operating lease liabilities 1,771 The weighted-average remaining lease term and weighted-average discount rate for the Company's operating lease liabilities as of October 31, 2021 were 5.02 years and 4.4%, respectively. Future minimum lease payments as of October 31, 2021 were as follows: Fiscal Year Ending January 31, Operating Leases 2022 (remaining) $ 775 2023 3,054 2024 2,708 2025 1,895 2026 1,929 Thereafter 2,671 Total lease liabilities 13,032 Less: imputed interest (992) Total lease obligations 12,040 Less: current obligations (2,717) Long-term lease obligations $ 9,323 Future minimum lease payments as of January 31, 2021, prior to our adoption of the new lease ASU, were as follows: Fiscal Year Ending January 31, Operating Leases 2022 $ 2,445 2023 1,937 2024 1,942 2025 1,630 2026 1,679 Thereafter 2,544 Total lease liabilities $ 12,177 |
Commitment and Contingencies
Commitment and Contingencies | 9 Months Ended |
Oct. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies In addition to the operating lease commitments described in Note 11 "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, entered into in the ordinary course of business. Financing Obligations and Construction Liabilities The Company entered into a new lease agreement for our headquarters in November 2020 with a new lessor. The lease goes through 2035 with options to renew. Due to a purchase option contained in the lease, the Company is deemed to have continuing involvement and is considered to be the owner of our 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 the lease. Upon expiration of the purchase option in the lease, the lease will be analyzed for applicable lease accounting. 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 agreement for a parking deck which is an addition to our existing headquarters building. 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. Upon expiration of the purchase option in the lease, the lease will be analyzed for applicable lease accounting. In April 2021, the Company entered into a new lease agreement for the construction of an additional office building that is on the property of our existing headquarters. Due to the Company also being deemed to be the owner of the additional building for accounting purposes, the costs associated with the construction of the building will be capitalized as construction in progress with a corresponding construction liability through construction which is estimated to be approximately $24.0 million. Upon completion of the building, the construction liability will be recorded as a financing obligation. Upon expiration of the purchase option in the lease, the lease will be analyzed for applicable lease accounting. The costs of the construction in progress and corresponding construction liability are included in property and equipment, net and construction liability, noncurrent on the unaudited condensed consolidated balance sheets, respectively. Purchase commitments and future minimum lease payments required under financing obligations as of October 31, 2021 were as follows: Fiscal Year Ending January 31, Purchase commitments Financing obligations - leased facility 2022 (remaining) 1,073 672 2023 5,356 2,712 2024 4,471 2,773 2025 3,040 2,835 2026 1,503 2,899 Thereafter 1,104 35,912 Total $ 16,547 $ 47,803 Residual financing obligations and assets 10,104 Less: amount representing interest (24,147) Financing obligations $ 33,760 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 may become involved in legal proceedings or be subject to claims 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 is seeking documents and information in connection with an investigation of the Company’s hiring and wage practices under U.S. federal antitrust laws. The Company has retained outside counsel and is fully cooperating with the authorities. Although there can be no assurance with respect to the outcome of this matter, the Company believes its hiring and wage practices do not violate antitrust laws. 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 November 23, 2021, the District Court approved preliminary 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. Although there can be no assurance with respect to the outcome of this matter, the Company believes the alleged claims are not meritorious and intends to defend itself vigorously. 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 us because of the related expenses, diversion of management resources, and other factors. Given the uncertainty and preliminary stages of these matters, we cannot reasonably estimate any possible loss or range of loss that may result. Other Commitments and Contingencies The Company may be subject to audits 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. |
Related-Party Transactions
Related-Party Transactions | 9 Months Ended |
Oct. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related-Party Transactions | Related-Party Transactions The Company’s main vendor is also an equityholder in the Company. Total payments related to the agreement with the related party are disclosed in Note 8. The Company also purchases services from this related party to assist in managing its own sales cycle, customer relationship management, and other business functions. The Company has a non-cancellable agreement with the related party for the purchase of services. In December 2020, this agreement was renewed for one year and expires in December 2021. Total payments to the related party for these services recorded to expenses were $0.3 million and $0.4 million for the three months ended October 31, 2020 and 2021, respectively, and $0.9 million and $1.2 million for the nine months ended October 31, 2020 and 2021, respectively, and $1.3 million and $0.2 million were in prepaid expenses and other current assets as of January 31, 2021 and October 31, 2021, respectively. Accounts payable to the related party were $4.4 million and $5.2 million at January 31, 2021 and October 31, 2021, respectively, included in accounts payable, related parties. In the quarter ended July 31, 2020, certain equityholders ceased to qualify as related parties of the Company and the amounts disclosed related to them are accordingly presented through April 30, 2020 only. Included in revenues from three equityholders, who are also customers of the Company, is $0.0 million for the three months ended October 31, 2020 and $2.8 million for the nine months ended October 31, 2020. The Company has a banking relationship with one of its former equityholders who was considered a related party. In the quarter ended July 31, 2020, the equityholder ceased to qualify as a related party of the Company and the amounts disclosed related to such former equityholder are accordingly presented as a related party through April 30, 2020 only. Included in interest income is $0.0 million for the three months ended October 31, 2020 and $0.1 million for the nine months ended October 31, 2020. The Company entered into an agreement with one of its equityholders in May 2016 to spend an agreed-upon amount of funds over a three-year period to further the alliance between the two companies. In April 2019, the agreement was extended for an additional three years. As of October 31, 2021, the Company was in compliance with the terms of the agreement. In the quarter ended July 31, 2020, the equityholder ceased to qualify as a related party of the Company and the amounts disclosed related to such equityholder are accordingly presented as a related party through April 30, 2020 only. No funds were spent under the agreement during the nine months ended October 31, 2020. The Company entered into a Merger Agreement, as disclosed in Note 1 "Organization and Description of Business". Affiliates of Insight Partners are equityholders of SimpleNexus and certain other parties in connection with the transactions contemplated by the Merger Agreement, and other affiliates of Insight Partners are currently significant stockholders of the Company. See Note 15 "Subsequent Event" for additional information regarding the Merger Agreement. |
Basic and Diluted Loss per Shar
Basic and Diluted Loss per Share | 9 Months Ended |
Oct. 31, 2021 | |
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, 2020 and 2021 and for the nine months ended October 31, 2020 and 2021 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, 2020 2021 2020 2021 Basic and diluted loss per share: Numerator Net loss attributable to nCino, Inc. $ (9,063) $ (13,636) $ (28,478) $ (42,327) Denominator Weighted-average common shares outstanding 91,600,203 96,431,082 85,962,141 95,510,413 Basic and diluted loss per share attributable to nCino, Inc. $ (0.10) $ (0.14) $ (0.33) $ (0.44) The weighted-average number of shares outstanding used in the computation of diluted loss per share does not include the effect of the following potential outstanding common stock because the effect would have been anti-dilutive: Nine Months Ended October 31, 2020 2021 Stock options issued and outstanding 6,620,274 2,873,232 Nonvested RSUs issued and outstanding 1,834,626 2,007,528 Shares issuable pursuant to the ESPP — 34,128 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Oct. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Event | Subsequent EventOn November 16, 2021, the Company entered into the Merger Agreement with Parent, SimpleNexus and certain other parties thereto, with the Company and SimpleNexus surviving as wholly-owned subsidiaries of Parent. The Merger Agreement provides, among other things, that on the terms and subject to the conditions set forth therein, the Company will pay to certain securityholders of SimpleNexus and certain blocker entities a total consideration of approximately $1.2 billion, subject to certain customary adjustments. The consideration to be paid to such securityholders will consist, in the aggregate, of approximately 80% Parent Common Stock (at a fixed value of $72.5250 per share, which is the average of the daily volume weighted average prices of the shares of the Company Common Stock for the 20 trading days prior to and including November 12, 2021) and approximately 20% in cash, subject to certain customary adjustments. Any securityholder of SimpleNexus or the blocker entities that is not an accredited investor will receive his, her or its portion of the merger consideration solely in cash and the securityholders that are accredited investors will receive proportionally more shares of Parent Common Stock and less cash. A portion of the cash consideration will also be held in escrow to serve as security for the potential payment of a customary post-closing purchase price adjustment, capped at the amount of such escrowed funds. In connection with the transaction contemplated by the Merger Agreement, each share of the Company Common Stock, par value $0.0005, that is issued and outstanding immediately prior to the effectuation of the merger will automatically convert into an equivalent corresponding share of Parent Common Stock, having the same designations, rights, powers and preferences and the qualifications, limitations and restrictions as the corresponding share of the Company Common Stock being converted. Accordingly, upon the consummation of the merger, the Company's stockholders immediately prior to the consummation of the merger will become the stockholders of the Parent. The stockholders of the Company will not recognize gain or loss for U.S. federal income tax purposes upon the conversion of their shares in connection with the merger. The merger will be conducted pursuant to Section 251(g) of the General Corporation Law of the State of Delaware, which provides for the formation of a holding company without a vote of the stockholders of the constituent corporation. The conversion of stock will occur automatically. Following the consummation of the merger, Parent Common Stock shares will continue to trade on the Nasdaq Global Select Market on an uninterrupted basis under the symbol “NCNO” with a new CUSIP number. Immediately after consummation of the merger, Parent will have, on a consolidated basis, the same assets, businesses and operations as the Company had immediately prior to the consummation of the merger. As a result of the merger, Parent will become the successor issuer to the Company pursuant to 12g-3(a) of the Exchange Act and as a result the Parent Common Stock shares will be deemed registered under Section 12(b) of the Exchange Act. The completion of the merger is subject to customary closing conditions, including, without limitation, (i) the expiration or termination of the applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (ii) the absence of any material applicable law or any order that has the effect of enjoining or otherwise prohibiting the completion of the mergers, (iii) the receipt of certain tax opinions, (iv) the absence of a material adverse effect on the Company and SimpleNexus, and (v) the authorization for listing of the shares of Parent Common Stock on Nasdaq. The closing of the transactions contemplated by the Merger Agreement is anticipated to occur in the fourth quarter of the Company’s fiscal year, ending January 31, 2022. Affiliates of Insight Partners are equityholders of SimpleNexus and certain other parties in connection with the transactions contemplated by the Merger Agreement, and other affiliates of Insight Partners are currently significant stockholders of the Company (collectively, the “Insight Parties”). As such, and as a condition and material inducement to the willingness of the Company, Parent and other parties to enter into the Merger Agreement, Parent and the Insight Parties have entered into a restrictive covenant agreement with Parent providing for, among other things, the Insight Parties’ agreement not to sell or otherwise directly or indirectly dispose of approximately two-thirds of the shares of Parent Common Stock that will be held by the Insight Parties following the closing of the transactions contemplated by the Merger Agreement, on a pro forma basis, and assuming no sales by the Insight Parties of shares of the Company’s Common Stock prior to the closing of the transactions contemplated by the Merger Agreement. Following the closing of the transactions contemplated by the Merger Agreement, approximately one-third of this approximately two-thirds will be released from such restrictions on each of the six, nine and twelve month anniversaries of the closing of the transactions contemplated by the Merger Agreement. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Oct. 31, 2021 | |
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, 2021 filed with the SEC on March 31, 2021. 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. See the variable interest entity section below and Note 3 "Variable Interest Entity and Redeemable Non-Controlling Interest" for additional information regarding the Company’s variable interest entity. 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 2022 or any future period. In March 2021, a Certificate of Amendment was filed with the state of Delaware for Visible Equity, LLC ("Visible Equity"), a wholly-owned subsidiary of the Company, to change its name to nCino Portfolio Analytics, LLC. The state of Delaware effected the name change in April 2021. Effective February 1, 2021, the Company adopted the requirement of Accounting Standards Update ("ASU") 2016-02, Leases (Topic 842) using the alternative transition method. Under this method, the Company is not required to restate or disclose the effects of applying this ASU for comparative periods. See the Recently Adopted Accounting Guidance section for the adoption of ASU 2016-02, Leases (Topic 842). |
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 |
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, stand-alone selling price, and other revenue items requiring significant judgement; 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; the 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. |
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 and restricted cash. The Company’s cash and cash equivalents exceeded the Federal deposit insurance limit at January 31, 2021 and October 31, 2021. The Company maintains its cash, cash equivalents and restricted cash with high-credit-quality financial institutions. |
Restricted Cash | Restricted Cash: Restricted cash consists of deposits held as collateral for the Company's bank guarantees issued in place of security deposits for certain property leases. |
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. We recognize a contract asset in the form of accounts receivable when we have an unconditional right to payment, and we record 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. An unbilled |
Leases | Leases: The Company determines if an arrangement is or contains a lease at inception date based on whether there is an identified asset and whether the Company controls the use of the identified asset throughout the period of use. The Company determines the classification of the lease, whether operating or financing, at the lease commencement date, which is the date the leased assets are made available for use. The Company accounts for lease and non-lease components as a single lease component for its facilities and equipment leases. The Company did not have any finance leases as of October 31, 2021. Operating lease right-of-use ("ROU") assets and lease liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. The lease term reflects the noncancelable period of the lease together with options to extend or terminate the lease when it is reasonably certain the Company will exercise such option. Variable costs, such as common area maintenance costs, are not included in the measurement of the ROU assets and lease liabilities, but are expensed as incurred. The Company's leases do not generally provide an implicit rate; therefore, the Company uses its incremental borrowing rate in determining the present value of the lease payments. Lease expense is recognized on a straight-line basis over the lease term. The Company does not recognize ROU assets or lease liabilities for leases with a term of 12 months or less. Lease expense for such leases is recognized on a straight-line basis over the lease term. |
Recently Adopted Accounting Guidance and Recent Accounting Pronouncements Not Yet Adopted | Recently Adopted Accounting Guidance: In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). The standard will affect all entities that lease assets and will require lessees to recognize a lease liability and a right-of-use asset for all leases (except for short-term leases that have a duration of less than one year) as of the date on which the lessor makes the underlying asset available to the lessee. For lessors, accounting for leases is substantially the same as in prior periods. In July 2018, the FASB issued ASU 2018-10, Codification Improvements to Topic 842, Leases, to clarify how to apply certain aspects of the new leases standard. ASU 2016-02, as subsequently amended for various technical issues, is effective for emerging growth companies following private company adoption dates in fiscal years beginning after December 15, 2021, and interim periods within annual periods beginning after December 15, 2022, and early adoption is permitted. If the Company were to cease meeting the emerging growth company criteria during the fiscal year ending January 31, 2022, this ASU would be effective for the Company for its Annual Report on Form 10-K for the fiscal year ended January 31, 2022. Since the Company will cease to qualify as an emerging growth company as of January 31, 2022, the Company adopted this ASU effective February 1, 2021. The Company used the alternative transition method in which the Company is not required to restate or disclose the effects of applying this ASU for comparative periods. The Company elected the package of practical expedients which permits the Company to not reassess prior conclusions pertaining to lease identification, lease classification, and initial direct costs. The Company did not elect the use-of-hindsight or the practical expedient pertaining to land easements. In addition, the Company elected ongoing practical expedients including the option to not recognize right-of-use assets and lease liabilities for short term leases (leases with an original term of twelve months or less). The Company also elected the practical expedient to not separate lease and non-lease components for our facilities and equipment leases. The adoption of this ASU resulted in the recognition of operating right-of-use assets of $10.5 million and lease liabilities of $12.2 million, and the derecognition of deferred rent on the Company's unaudited condensed consolidated balance sheet on February 1, 2021. The adoption of this ASU did not impact the Company's unaudited condensed consolidated statements of operations, comprehensive loss or the unaudited condensed consolidated statements of cash flows. Upon the adoption of this ASU there was no change to the accounting for the Company's financing obligation. In June 2016, the FASB issued ASU 2016-13, Financial Instruments–Credit Losses: Measurement of Credit Losses on Financial Instruments , which changes the impairment model for most financial assets. The new model uses a forward-looking expected loss method, which will generally result in earlier recognition of allowances for losses. ASU 2016-13, as subsequently amended for various technical issues, is effective for emerging growth companies following private company adoption dates for fiscal years beginning after December 15, 2022 and for interim periods within those fiscal years. If the Company were to cease meeting the emerging growth company criteria during the fiscal year ending January 31, 2022, this ASU would be effective for the Company for its Annual Report on Form 10-K for the fiscal year ended January 31, 2022. Since the Company will cease to qualify as an emerging growth company as of January 31, 2022, the Company adopted this ASU effective February 1, 2021. The adoption of this ASU, which impacted the Company's allowance for doubtful accounts, did not have a material impact on the Company's unaudited condensed consolidated financial statements. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes , which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. ASU 2019-12 is effective for emerging growth companies following private company adoption dates in fiscal years beginning after December 15, 2021, and interim periods within annual periods beginning after December 15, 2022, with early adoption permitted, including adoption in an interim period. If the Company were to cease meeting the emerging growth company criteria during the fiscal year ending January 31, 2022, this ASU would be effective for the Company for its Annual Report on Form 10-K for the fiscal year ended January 31, 2022. Since the Company will cease to qualify as an emerging growth company as of January 31, 2022, the Company adopted this ASU effective February 1, 2021. The adoption of this ASU did not have a material impact on the Company’s unaudited condensed consolidated financial statements. In October 2020, the FASB issued ASU 2020-10, Codification Improvements . The guidance includes amendments to improve the codification by ensuring that all guidance that requires or provides an option for an entity to provide information in the notes to the financial statements is codified in the disclosure section of the codification and to clarify guidance so that entities can apply guidance more consistently on codifications that are varied in nature where the original guidance may have been unclear. ASU 2020-10 is effective for emerging growth companies following private company adoption dates in fiscal years beginning after December 15, 2021, and interim periods within annual periods beginning after December 15, 2022, and early adoption is permitted. If the Company were to cease meeting the emerging growth company criteria during the fiscal year ending January 31, 2022, this ASU would be effective for the Company for its Annual Report on Form 10-K for the fiscal year ended January 31, 2022. Since the Company will cease to qualify as an emerging growth company as of January 31, 2022, the Company adopted this ASU effective February 1, 2021. The adoption of this ASU did not have a material impact on the Company’s unaudited condensed consolidated financial statements. Recent Accounting Pronouncements Not Yet Adopted: In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805) - Accounting for Contract Assets and Contract Liabilities from Contracts with Customers . The standard addresses diversity and inconsistency related to the recognition and measurement of contract assets and contract liabilities acquired in a business combination. ASU 2021-08 requires an acquirer to recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606, Revenue from Contracts with Customers. ASU 2021-08 is effective for emerging growth companies following private company adoption dates in fiscal years beginning |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Oct. 31, 2021 | |
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, 2020 2021 2020 2021 Balance, beginning of period $ 622 $ 59 $ — $ 88 Charged to (recovery of) bad debt expense (277) 89 342 84 Other — — — (24) Translation adjustments (3) 3 — 3 Balance, end of period $ 342 $ 151 $ 342 $ 151 |
Variable Interest Entity and _2
Variable Interest Entity and Redeemable Non-Controlling Interest (Tables) | 9 Months Ended |
Oct. 31, 2021 | |
Noncontrolling Interest [Abstract] | |
Temporary Equity | 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, 2020 2021 2020 2021 Balance, beginning of period $ 4,384 $ 2,463 $ 4,356 $ 3,791 Net loss attributable to redeemable non-controlling interest (excluding adjustment to non-controlling interest) (292) (389) (700) (1,259) Foreign currency translation (2) (82) 167 (233) Adjustment to redeemable non-controlling interest 76 368 343 61 Balance, end of period $ 4,166 $ 2,360 $ 4,166 $ 2,360 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 9 Months Ended |
Oct. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value, Assets Measured on Recurring Basis | The following table summarizes the Company’s financial assets measured at fair value as of January 31, 2021 and October 31, 2021 and indicates the fair value hierarchy of the valuation: Fair value measurements on a recurring basis as of January 31, 2021 Level 1 Level 2 Level 3 Assets: Money market accounts (included in cash and cash equivalents) $ 332,541 $ — $ — Total assets $ 332,541 $ — $ — Fair value measurements on a recurring basis as of October 31, 2021 Level 1 Level 2 Level 3 Assets: Money market accounts (included in cash and cash equivalents) $ 329,501 $ — $ — Time deposits (included in other long-term assets) 335 — — Total assets $ 329,836 $ — $ — |
Revenues (Tables)
Revenues (Tables) | 9 Months Ended |
Oct. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenue by Geographic Region | Revenues by geographic region were as follows: Three Months Ended October 31, Nine Months Ended October 31, 2020 2021 2020 2021 United States $ 47,635 $ 58,357 $ 132,155 $ 167,389 International 6,594 11,679 15,551 31,521 $ 54,229 $ 70,036 $ 147,706 $ 198,910 |
Schedule of Accounts, Notes, Loans and Financing Receivable | Accounts receivable, less allowance for doubtful accounts, is as follows as of January 31, 2021 and October 31, 2021: As of January 31, 2021 As of October 31, 2021 Trade accounts receivable $ 53,272 $ 31,027 Unbilled accounts receivable 1,814 1,873 Allowance for doubtful accounts (88) (151) Other accounts receivable 519 1,027 Total accounts receivable, net $ 55,517 $ 33,776 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 9 Months Ended |
Oct. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Property and equipment, net consisted of the following: As of January 31, 2021 As of October 31, 2021 Furniture and fixtures $ 6,706 $ 7,045 Computers and equipment 5,039 6,181 Buildings and land 1 16,300 33,978 Leasehold improvements 11,581 13,425 Construction in progress 2 277 6,623 39,903 67,252 Less accumulated depreciation (9,960) (13,336) $ 29,943 $ 53,916 The Company recognized depreciation expense as follows: Three Months Ended October 31, Nine Months Ended October 31, 2020 2021 2020 2021 Cost of revenues $ 346 $ 326 $ 935 $ 1,063 Sales and marketing 279 275 792 872 Research and development 361 467 941 1,313 General and administrative 136 159 362 461 Total depreciation expense $ 1,122 $ 1,227 $ 3,030 $ 3,709 1 The construction of a parking deck, which is an addition to our existing headquarters, began in fiscal 2022 and was completed during September 2021. Since we are considered the owners of the parking deck for accounting purposes, upon completion of the construction of the parking deck, $17.7 million was reclassified from construction in progress to buildings and land within property and equipment, net on the unaudited condensed consolidated balance sheets. See Note 12 "Commitments and Contingencies" for additional details. 2 The increase in construction in progress is primarily due to construction for an additional office building that is on the property of our existing headquarters for which we are considered the owners for accounting purposes. See Note 12 "Commitments and Contingencies" for additional details including future commitments. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 9 Months Ended |
Oct. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The change in the carrying amounts of goodwill was as follows: Three Months Ended October 31, Nine Months Ended October 31, 2020 2021 2020 2021 Balance, beginning of period $ 56,527 $ 56,740 $ 55,840 $ 57,149 Translation adjustments (229) 237 458 (172) Balance, end of period $ 56,298 $ 56,977 $ 56,298 $ 56,977 |
Schedule of Finite-Lived Intangible Assets | Intangible assets, net are as follows: As of January 31, 2021 As of October 31, 2021 Gross Accumulated Net Carrying Gross Accumulated Net Carrying Acquired developed technology $ 6,320 $ (2,295) $ 4,025 $ 6,279 $ (3,459) $ 2,820 Customer relationships 21,721 (2,609) 19,112 21,719 (3,861) 17,858 Trademarks 128 (128) — 128 (128) — $ 28,169 $ (5,032) $ 23,137 $ 28,126 $ (7,448) $ 20,678 |
Finite-lived Intangible Assets Amortization Expense | The Company recognized amortization expense as follows: Three Months Ended October 31, Nine Months Ended October 31, 2020 2021 2020 2021 Cost of subscription revenues $ 386 $ 388 $ 1,133 $ 1,177 Sales and marketing 417 418 1,252 1,253 General and administrative — — 10 — Total amortization expense $ 803 $ 806 $ 2,395 $ 2,430 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | The expected future amortization expense for intangible assets as of October 31, 2021 is as follows: Fiscal Year Ending January 31, 2022 (remaining) $ 811 2023 3,239 2024 2,530 2025 1,670 2026 1,670 Thereafter 10,758 $ 20,678 |
Stockholders_ Equity (Tables)
Stockholders’ Equity (Tables) | 9 Months Ended |
Oct. 31, 2021 | |
Equity [Abstract] | |
Schedule of Stock by Class | At October 31, 2021, the Company committed a total of 25,138,069 shares of common stock for future issuance as follows: Issued and outstanding stock options 2,873,232 Nonvested issued and outstanding restricted stock units ("RSUs") 2,007,528 Possible issuance under stock plans 20,257,309 25,138,069 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Oct. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stock Option Activity | Stock option activity for the nine months ended October 31, 2021 was as follows: Number of Weighted Outstanding, January 31, 2021 5,467,012 $ 6.00 Granted — — Expired or forfeited (66,493) 14.79 Exercised (2,527,287) 4.99 Outstanding, October 31, 2021 2,873,232 $ 6.68 Exercisable, October 31, 2021 2,528,860 $ 5.56 Fully vested or expected to vest, October 31, 2021 2,838,795 $ 6.58 |
Schedule of Nonvested Restricted Stock Units Activity | RSU activity during the nine months ended October 31, 2021 was as follows: Number of Weighted Average Nonvested, January 31, 2021 1,848,296 $ 22.07 Granted 812,025 70.01 Vested (520,585) 20.83 Forfeited (132,208) 34.37 Nonvested, October 31, 2021 2,007,528 $ 40.97 |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | The assumptions utilized for the ESPP shares for the nine months ended October 31, 2021 were as follows: Nine Months Ended October 31, 2021 Expected life (in years) 0.5 Expected volatility 48.70% Expected dividends 0.00% Risk-free interest rate 0.05% |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Oct. 31, 2021 | |
Leases [Abstract] | |
Lease, Cost | The components of lease expense for the three and nine months ended October 31, 2021 were as follows: Three Months Ended October 31, 2021 Nine Months Ended October 31, 2021 Operating lease expense $ 733 $ 2,154 Short-term lease expense 226 619 Variable lease expense 63 210 Total $ 1,022 $ 2,983 Supplemental cash flow information for the nine months ended October 31, 2021 related to operating leases was as follows: Cash paid for amounts included in the measurement of operating lease liabilities $ 2,212 Right-of-use assets obtained in exchange for operating lease liabilities 1,771 |
Lessee, Operating Lease, Liability, Maturity | Future minimum lease payments as of October 31, 2021 were as follows: Fiscal Year Ending January 31, Operating Leases 2022 (remaining) $ 775 2023 3,054 2024 2,708 2025 1,895 2026 1,929 Thereafter 2,671 Total lease liabilities 13,032 Less: imputed interest (992) Total lease obligations 12,040 Less: current obligations (2,717) Long-term lease obligations $ 9,323 |
Schedule of Future Minimum Rental Payments for Operating Leases | Future minimum lease payments as of January 31, 2021, prior to our adoption of the new lease ASU, were as follows: Fiscal Year Ending January 31, Operating Leases 2022 $ 2,445 2023 1,937 2024 1,942 2025 1,630 2026 1,679 Thereafter 2,544 Total lease liabilities $ 12,177 |
Commitment and Contingencies (T
Commitment and Contingencies (Tables) | 9 Months Ended |
Oct. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contractual Obligation, Fiscal Year Maturity | Purchase commitments and future minimum lease payments required under financing obligations as of October 31, 2021 were as follows: Fiscal Year Ending January 31, Purchase commitments Financing obligations - leased facility 2022 (remaining) 1,073 672 2023 5,356 2,712 2024 4,471 2,773 2025 3,040 2,835 2026 1,503 2,899 Thereafter 1,104 35,912 Total $ 16,547 $ 47,803 Residual financing obligations and assets 10,104 Less: amount representing interest (24,147) Financing obligations $ 33,760 |
Basic and Diluted Loss per Sh_2
Basic and Diluted Loss per Share (Tables) | 9 Months Ended |
Oct. 31, 2021 | |
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, 2020 2021 2020 2021 Basic and diluted loss per share: Numerator Net loss attributable to nCino, Inc. $ (9,063) $ (13,636) $ (28,478) $ (42,327) Denominator Weighted-average common shares outstanding 91,600,203 96,431,082 85,962,141 95,510,413 Basic and diluted loss per share attributable to nCino, Inc. $ (0.10) $ (0.14) $ (0.33) $ (0.44) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The weighted-average number of shares outstanding used in the computation of diluted loss per share does not include the effect of the following potential outstanding common stock because the effect would have been anti-dilutive: Nine Months Ended October 31, 2020 2021 Stock options issued and outstanding 6,620,274 2,873,232 Nonvested RSUs issued and outstanding 1,834,626 2,007,528 Shares issuable pursuant to the ESPP — 34,128 |
Organization and Description _2
Organization and Description of Business (Details) - $ / shares | Nov. 16, 2021 | Oct. 31, 2021 | Jan. 31, 2021 |
Subsidiary, Sale of Stock [Line Items] | |||
Common stock, par value (in USD per share) | $ 0.0005 | $ 0.0005 | |
SimpleNexus | Subsequent Event | |||
Subsidiary, Sale of Stock [Line Items] | |||
Common stock, par value (in USD per share) | $ 0.0005 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Oct. 31, 2021 | Oct. 31, 2020 | Oct. 31, 2021 | Oct. 31, 2020 | Jan. 31, 2021 | Feb. 01, 2021 | |
Concentration Risk [Line Items] | ||||||
Operating lease right-of-use assets, net | $ 10,420 | $ 10,420 | $ 0 | |||
Operating lease, liability | $ 12,040 | $ 12,040 | ||||
Cumulative Effect, Period of Adoption, Adjustment | ||||||
Concentration Risk [Line Items] | ||||||
Operating lease right-of-use assets, net | $ 10,500 | |||||
Operating lease, liability | $ 12,200 | |||||
Accounts Receivable | Customer Concentration Risk | No Customer | ||||||
Concentration Risk [Line Items] | ||||||
Concentration risk, percentage | 10.00% | |||||
Accounts Receivable | Customer Concentration Risk | Equity Holder | ||||||
Concentration Risk [Line Items] | ||||||
Concentration risk, percentage | 34.00% | |||||
Revenue Benchmark | Customer Concentration Risk | No Customer | ||||||
Concentration Risk [Line Items] | ||||||
Concentration risk, percentage | 10.00% | 10.00% | 10.00% | 10.00% |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Summary of Uncollectible Accounts (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2021 | Oct. 31, 2020 | Oct. 31, 2021 | Oct. 31, 2020 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | ||||
Balance, beginning of period | $ 59 | $ 622 | $ 88 | $ 0 |
Charged to (recovery of) bad debt expense | 89 | (277) | 84 | 342 |
Other | 0 | 0 | (24) | 0 |
Translation adjustments | 3 | (3) | 3 | 0 |
Balance, end of period | $ 151 | $ 342 | $ 151 | $ 342 |
Variable Interest Entity and _3
Variable Interest Entity and Redeemable Non-Controlling Interest - Narrative (Details) - nCino K.K - USD ($) $ in Millions | Oct. 31, 2019 | Oct. 31, 2021 |
Schedule of Equity Method Investments [Line Items] | ||
Payments to noncontrolling interests | $ 4.7 | |
Estimated redeemable noncontrolling interest redemption value | $ 0.5 | |
nCino K.K | ||
Schedule of Equity Method Investments [Line Items] | ||
Ownership percentage by parent | 0.51% |
Variable Interest Entity and _4
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, 2021 | Oct. 31, 2020 | Oct. 31, 2021 | Oct. 31, 2020 | |
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||
Balance, beginning of period | $ 2,463 | $ 4,384 | $ 3,791 | $ 4,356 |
Net loss attributable to redeemable non-controlling interest (excluding adjustment to non-controlling interest) | (389) | (292) | (1,259) | (700) |
Foreign currency translation | (82) | (2) | (233) | 167 |
Adjustment to redeemable non-controlling interest | 368 | 76 | 61 | 343 |
Balance, end of period | $ 2,360 | $ 4,166 | $ 2,360 | $ 4,166 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments - Summary of Financial Assets (Details) - Fair Value, Measurement, Recurring - USD ($) $ in Thousands | Oct. 31, 2021 | Jan. 31, 2021 |
Level 1 | ||
Assets: | ||
Time deposits (included in other long-term assets) | $ 335 | |
Total assets | 329,836 | $ 332,541 |
Level 1 | Money Market Funds | ||
Assets: | ||
Money market accounts (included in cash and cash equivalents) | 329,501 | 332,541 |
Level 2 | ||
Assets: | ||
Time deposits (included in other long-term assets) | 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 | |
Total assets | 0 | 0 |
Level 3 | Money Market Funds | ||
Assets: | ||
Money market accounts (included in cash and cash equivalents) | $ 0 | $ 0 |
Revenues - Revenue By Geographi
Revenues - Revenue By Geographic Region (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2021 | Oct. 31, 2020 | Oct. 31, 2021 | Oct. 31, 2020 | |
Disaggregation of Revenue [Line Items] | ||||
Total revenues | $ 70,036 | $ 54,229 | $ 198,910 | $ 147,706 |
United States | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 58,357 | 47,635 | 167,389 | 132,155 |
International | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | $ 11,679 | $ 6,594 | $ 31,521 | $ 15,551 |
Revenues - Accounts Receivable
Revenues - Accounts Receivable Less Allowance for Doubtful Accounts (Details) - USD ($) $ in Thousands | Oct. 31, 2021 | Jan. 31, 2021 |
Revenue from Contract with Customer [Abstract] | ||
Trade accounts receivable | $ 31,027 | $ 53,272 |
Unbilled accounts receivable | 1,873 | 1,814 |
Allowance for doubtful accounts | (151) | (88) |
Other accounts receivable | 1,027 | 519 |
Total accounts receivable, net | $ 33,776 | $ 55,517 |
Revenues - Narrative (Details)
Revenues - Narrative (Details) $ in Millions | 9 Months Ended |
Oct. 31, 2021USD ($) | |
Disaggregation of Revenue [Line Items] | |
Contract with customer, liability, revenue recognized | $ 82.2 |
Remaining performance obligation amount | $ 717.7 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-08-01 | |
Disaggregation of Revenue [Line Items] | |
Remaining performance obligation percentage | 59.00% |
Remaining performance obligation, expected timing of satisfaction | 24 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-08-01 | |
Disaggregation of Revenue [Line Items] | |
Remaining performance obligation percentage | 32.00% |
Minimum | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-08-01 | |
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]: 2025-08-01 | |
Disaggregation of Revenue [Line Items] | |
Remaining performance obligation, expected timing of satisfaction | 48 months |
Property and Equipment - Proper
Property and Equipment - Property and Equipment, net (Details) - USD ($) $ in Thousands | Oct. 31, 2021 | Jan. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment and finance lease right-of-use asset, before accumulated depreciation and amortization | $ 67,252 | $ 39,903 |
Less accumulated depreciation | (13,336) | (9,960) |
Property and equipment, net | 53,916 | 29,943 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 7,045 | 6,706 |
Computers and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 6,181 | 5,039 |
Buildings and land1 | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 33,978 | 16,300 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 13,425 | 11,581 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 6,623 | $ 277 |
Property and Equipment - Deprec
Property and Equipment - Depreciation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2021 | Oct. 31, 2020 | Oct. 31, 2021 | Oct. 31, 2020 | |
Property, Plant and Equipment [Line Items] | ||||
Cost of revenues | $ 326 | $ 346 | $ 1,063 | $ 935 |
Total depreciation expense | 1,227 | 1,122 | 3,709 | 3,030 |
Sales and marketing | ||||
Property, Plant and Equipment [Line Items] | ||||
Depreciation, nonproduction | 275 | 279 | 872 | 792 |
Research and development | ||||
Property, Plant and Equipment [Line Items] | ||||
Depreciation, nonproduction | 467 | 361 | 1,313 | 941 |
General and administrative | ||||
Property, Plant and Equipment [Line Items] | ||||
Depreciation, nonproduction | $ 159 | $ 136 | $ 461 | $ 362 |
Property and Equipment- Narrati
Property and Equipment- Narrative (Details) - USD ($) $ in Millions | Apr. 30, 2021 | Jan. 31, 2021 |
Property, Plant and Equipment [Abstract] | ||
Construction payable, estimated liability | $ 24 | $ 17.7 |
Construction in progress, gross | $ 24 | $ 17.7 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Schedule of Goodwill (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2021 | Oct. 31, 2020 | Oct. 31, 2021 | Oct. 31, 2020 | |
Goodwill [Roll Forward] | ||||
Balance, beginning of period | $ 56,740 | $ 56,527 | $ 57,149 | $ 55,840 |
Translation adjustments | 237 | (229) | (172) | 458 |
Balance, end of period | $ 56,977 | $ 56,298 | $ 56,977 | $ 56,298 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | Oct. 31, 2021 | Jan. 31, 2021 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Amount | $ 28,126 | $ 28,169 |
Accumulated Amortization | (7,448) | (5,032) |
Net Carrying Amount | 20,678 | 23,137 |
Acquired developed technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Amount | 6,279 | 6,320 |
Accumulated Amortization | (3,459) | (2,295) |
Net Carrying Amount | 2,820 | 4,025 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Amount | 21,719 | 21,721 |
Accumulated Amortization | (3,861) | (2,609) |
Net Carrying Amount | 17,858 | 19,112 |
Trademarks | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Amount | 128 | 128 |
Accumulated Amortization | (128) | (128) |
Net Carrying Amount | $ 0 | $ 0 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Amortization Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2021 | Oct. 31, 2020 | Oct. 31, 2021 | Oct. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Total amortization expense | $ 806 | $ 803 | $ 2,430 | $ 2,395 |
Cost of subscription revenues | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Total amortization expense | 388 | 386 | 1,177 | 1,133 |
Sales and marketing | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Total amortization expense | 418 | 417 | 1,253 | 1,252 |
General and administrative | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Total amortization expense | $ 0 | $ 0 | $ 0 | $ 10 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Expected Future Amortization Expense (Details) - USD ($) $ in Thousands | Oct. 31, 2021 | Jan. 31, 2021 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2022 (remaining) | $ 811 | |
2023 | 3,239 | |
2024 | 2,530 | |
2025 | 1,670 | |
2026 | 1,670 | |
Thereafter | 10,758 | |
Net Carrying Amount | $ 20,678 | $ 23,137 |
Reseller Agreement - Narrative
Reseller Agreement - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2021 | Oct. 31, 2020 | Oct. 31, 2021 | Oct. 31, 2020 | |
Affiliated Entity | Reseller Agreement | ||||
Related Party Transaction [Line Items] | ||||
Related party costs | $ 11.6 | $ 9.1 | $ 33.4 | $ 25.3 |
Stockholders_ Equity - Common S
Stockholders’ Equity - Common Stock Future Issuance (Details) - shares | Oct. 31, 2021 | Jan. 31, 2021 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Common Stock reserved for future issuance (in shares) | 25,138,069 | |
Issued and outstanding stock options | 2,873,232 | 5,467,012 |
Possible issuance under stock plans | 20,257,309 | |
Common Stock reserved for future issuance | 25,138,069 | |
Stock Option | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Issued and outstanding stock options | 2,873,232 | |
Restricted Stock Units (RSUs) | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Nonvested issued and outstanding restricted stock units ("RSUs") | 2,007,528 | |
Common Stock | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Common Stock reserved for future issuance (in shares) | 25,138,069 | |
Common Stock reserved for future issuance | 25,138,069 |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock Option Activity (Details) - $ / shares | 9 Months Ended |
Oct. 31, 2021 | |
Number of Shares | |
Outstanding, beginning of period (in shares) | 5,467,012 |
Granted (in shares) | 0 |
Expired or forfeited (in shares) | (66,493) |
Exercised (in shares) | (2,527,287) |
Outstanding, end of period (in shares) | 2,873,232 |
Exercisable, end of period (in shares) | 2,528,860 |
Fully vested or expected to vest, end of period (in shares) | 2,838,795 |
Weighted Average Exercise Price | |
Outstanding, beginning of period (in USD per share) | $ 6 |
Granted (in USD per share) | 0 |
Expired or forfeited (in USD per share) | 14.79 |
Exercised (in USD per share) | 4.99 |
Outstanding, end of period (in USD per share) | 6.68 |
Exercisable, end of period (in USD per share) | 5.56 |
Fully vested or expected to vest, end of period (in USD per share) | $ 6.58 |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) $ in Millions | 9 Months Ended |
Oct. 31, 2021USD ($) | |
Stock Option | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |
Unrecognized compensation costs | $ 1.5 |
Unrecognized compensation costs period for recognition | 1 year 3 months 3 days |
Restricted Stock Units (RSUs) | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |
Unrecognized compensation costs | $ 58.5 |
Unrecognized compensation costs period for recognition | 3 years 2 months 1 day |
Employee Stock | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |
Unrecognized compensation costs | $ 0.3 |
Stock-Based Compensation - RSUs
Stock-Based Compensation - RSUs Activity (Details) - Restricted Stock Units (RSUs) | 9 Months Ended |
Oct. 31, 2021$ / sharesshares | |
Number of Shares | |
Nonvested, beginning of period (in shares) | shares | 1,848,296 |
Granted (in shares) | shares | 812,025 |
Vested (in shares) | shares | (520,585) |
Forfeited (in shares) | shares | (132,208) |
Nonvested, end of period (in shares) | shares | 2,007,528 |
Weighted Average Grant Date Fair Value | |
Nonvested, beginning of period (in USD per share) | $ / shares | $ 22.07 |
Granted (in USD per share) | $ / shares | 70.01 |
Vested (in USD per share) | $ / shares | 20.83 |
Forfeited (in USD per share) | $ / shares | 34.37 |
Nonvested, end of period (in USD per share) | $ / shares | $ 40.97 |
Stock-Based Compensation - ESPP
Stock-Based Compensation - ESPP Assumptions (Details) - Employee Stock | 9 Months Ended |
Oct. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected life (in years) | 6 months |
Expected volatility | 48.70% |
Expected dividends | 0.00% |
Risk-free interest rate | 0.05% |
Leases - Narrative (Details)
Leases - Narrative (Details) | Oct. 31, 2021 |
Leases [Abstract] | |
Term of contract | 5 years |
Operating lease, weighted average remaining lease term | 5 years 7 days |
Operating lease, weighted average discount rate, percent | 4.40% |
Leases - Components of Lease Ex
Leases - Components of Lease Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Oct. 31, 2021 | Oct. 31, 2021 | |
Leases [Abstract] | ||
Operating lease expense | $ 733 | $ 2,154 |
Short-term lease expense | 226 | 619 |
Variable lease expense | 63 | 210 |
Total | $ 1,022 | $ 2,983 |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flow Information (Details) $ in Thousands | 3 Months Ended |
Oct. 31, 2021USD ($) | |
Leases [Abstract] | |
Cash paid for amounts included in the measurement of operating lease liabilities | $ 2,212 |
Right-of-use assets obtained in exchange for operating lease liabilities | $ 1,771 |
Leases - Future Minimum Lease P
Leases - Future Minimum Lease Payments (Details) - USD ($) $ in Thousands | Oct. 31, 2021 | Jan. 31, 2021 |
Leases [Abstract] | ||
2022 (remaining) | $ 775 | |
2023 | 3,054 | |
2024 | 2,708 | |
2025 | 1,895 | |
2026 | 1,929 | |
Thereafter | 2,671 | |
Total lease liabilities | 13,032 | |
Less: imputed interest | (992) | |
Total lease obligations | 12,040 | |
Operating lease liabilities, current portion | (2,717) | $ 0 |
Operating lease liabilities, noncurrent | $ 9,323 | $ 0 |
Leases - Future Minimum Lease_2
Leases - Future Minimum Lease Payments Prior to Adoption of 842 (Details) $ in Thousands | Jan. 31, 2021USD ($) |
Leases [Abstract] | |
2022 | $ 2,445 |
2023 | 1,937 |
2024 | 1,942 |
2025 | 1,630 |
2026 | 1,679 |
Thereafter | 2,544 |
Total lease liabilities | $ 12,177 |
Commitment and Contingencies -
Commitment and Contingencies - Narrative (Details) - USD ($) $ in Millions | Nov. 23, 2021 | Apr. 30, 2021 | Jan. 31, 2021 | Nov. 30, 2020 |
Loss Contingencies [Line Items] | ||||
Capital leased assets, gross | $ 16.3 | |||
Capital lease obligations | $ 16.3 | |||
Construction in progress, gross | $ 24 | $ 17.7 | ||
Construction payable, estimated liability | $ 24 | $ 17.7 | ||
Live Oak Bancshares, Inc | Subsequent Event | ||||
Loss Contingencies [Line Items] | ||||
Loss contingency, estimate of possible loss | $ 3.9 | |||
Apiture, Inc | Subsequent Event | ||||
Loss Contingencies [Line Items] | ||||
Loss contingency, estimate of possible loss | $ 0.8 |
Commitment and Contingencies _2
Commitment and Contingencies - Purchase Commitments and Future Minimum Lease Payments (Details) $ in Thousands | Oct. 31, 2021USD ($) |
Purchase commitments | |
2022 (remaining) | $ 1,073 |
2023 | 5,356 |
2024 | 4,471 |
2025 | 3,040 |
2026 | 1,503 |
Thereafter | 1,104 |
Total | 16,547 |
Financing obligations - leased facility | |
2022 (remaining) | 672 |
2023 | 2,712 |
2024 | 2,773 |
2025 | 2,835 |
2026 | 2,899 |
Thereafter | 35,912 |
Total | 47,803 |
Residual financing obligations and assets | 10,104 |
Less: amount representing interest | (24,147) |
Financing obligations | $ 33,760 |
Related-Party Transactions (Det
Related-Party Transactions (Details) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Oct. 31, 2021USD ($)equityHolder | Oct. 31, 2020USD ($)equityHolder | Oct. 31, 2021USD ($)equityHolder | Oct. 31, 2020USD ($)equityHolder | Jan. 31, 2021USD ($) | |
Related Party Transaction [Line Items] | |||||
Related party, non-cancellable agreement, renewal term | 1 year | ||||
Fund Spending Agreement | |||||
Related Party Transaction [Line Items] | |||||
Related party transaction, term of agreement (in years) | 3 years | ||||
Affiliated Entity | Agreement For Purchase Of Service | |||||
Related Party Transaction [Line Items] | |||||
Expenses from transactions with related party | $ 400,000 | $ 300,000 | $ 1,200,000 | $ 900,000 | |
Affiliated Entity | Transactions With Certain Equity Holders | |||||
Related Party Transaction [Line Items] | |||||
Number of affiliated entities | equityHolder | 3 | 3 | |||
Revenue from related parties | $ 0 | $ 2,800,000 | |||
Affiliated Entity | Banking Relationship | |||||
Related Party Transaction [Line Items] | |||||
Number of affiliated entities | equityHolder | 1 | 1 | |||
Interest income, related party | $ 0 | $ 100,000 | |||
Affiliated Entity | Fund Spending Agreement | |||||
Related Party Transaction [Line Items] | |||||
Number of affiliated entities | equityHolder | 1 | 1 | |||
Related party agreement, length of agreement (in years) | 3 years | ||||
Total amount spent for agreement | $ 0 | ||||
Prepaid Expenses and Other Current Assets | Affiliated Entity | Agreement For Purchase Of Service | |||||
Related Party Transaction [Line Items] | |||||
Expenses from transactions with related party | $ 200,000 | $ 1,300,000 | |||
Accounts Payable | Affiliated Entity | Agreement For Purchase Of Service | |||||
Related Party Transaction [Line Items] | |||||
Due to related parties, current | $ 5,200,000 | $ 5,200,000 | $ 4,400,000 |
Basic and Diluted Loss per Sh_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, 2021 | Oct. 31, 2020 | Oct. 31, 2021 | Oct. 31, 2020 | |
Numerator | ||||
Net loss attributable to nCino, Inc. | $ (13,636) | $ (9,063) | $ (42,327) | $ (28,478) |
Denominator | ||||
Weighted-average common shares outstanding, basic | 96,431,082 | 91,600,203 | 95,510,413 | 85,962,141 |
Weighted-average common shares outstanding, diluted | 96,431,082 | 91,600,203 | 95,510,413 | 85,962,141 |
Basic loss per share attributable to nCino, Inc. (in USD per share) | $ (0.14) | $ (0.10) | $ (0.44) | $ (0.33) |
Diluted loss per share attributable to nCino, Inc. (in USD per share) | $ (0.14) | $ (0.10) | $ (0.44) | $ (0.33) |
Basic and Diluted Loss per Sh_4
Basic and Diluted Loss per Share - Weighted Average Number of Shares Excluded From Computation of EPS (Details) - shares | 9 Months Ended | |
Oct. 31, 2021 | Oct. 31, 2020 | |
Stock Option | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share amount | 2,873,232 | 6,620,274 |
Restricted Stock Units (RSUs) | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share amount | 2,007,528 | 1,834,626 |
Employee Stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share amount | 34,128 | 0 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ / shares in Units, $ in Billions | Nov. 16, 2021 | Oct. 31, 2021 | Jan. 31, 2021 |
Subsequent Event [Line Items] | |||
Common stock, par value (in USD per share) | $ 0.0005 | $ 0.0005 | |
Subsequent Event | SimpleNexus | |||
Subsequent Event [Line Items] | |||
Total consideration | $ 1.2 | ||
Business combination, amount of consideration paid in common stock, percent | 80.00% | ||
Business acquisition, share price (in usd per share) | $ 72.5250 | ||
Business combination, amount of consideration paid in cash, percent | 0.20 | ||
Common stock, par value (in USD per share) | $ 0.0005 |