2 unchanged sentences
(In thousands, except share and per share data)
−Removed: January 31, 2022 July 31, 2022
+Added: January 31, 2022 October 31, 2022
Current assets
Cash and cash equivalents (VIE:
−Removed: $ 4,183 and $ 2,954 at January 31, 2022 and July 31, 2022, respectively)
+Added: $ 4,183 and $ 2,077 at January 31, 2022 and October 31, 2022, respectively)
$ 88,014 $ 106,451
−Removed: Accounts receivable, less allowance for doubtful accounts of $ 151 and $ 301 at January 31, 2022 and July 31, 2022, respectively
+Added: Accounts receivable, less allowance for doubtful accounts of $ 151 and $ 348 at January 31, 2022 and October 31, 2022, respectively
74,528 39,627
22 unchanged sentences
Deferred revenue, noncurrent 44 6
+Added: Revolving credit facility, noncurrent — 30,000
Financing obligations, noncurrent 33,478 32,944
5 unchanged sentences
Preferred stock, $ 0.001 par value;
−Removed: 10,000,000 shares authorized, and none issued and outstanding as of January 31, 2022 and July 31, 2022
+Added: 10,000,000 shares authorized, and none issued and outstanding as of January 31, 2022 and October 31, 2022
Common stock, $ 0.0005 par value;
−Removed: 500,000,000 shares authorized as of January 31, 2022 and July 31, 2022;
−Removed: 109,778,542 and 110,616,050 shares issued and outstanding as of January 31, 2022 and July 31, 2022, respectively
+Added: 500,000,000 shares authorized as of January 31, 2022 and October 31, 2022;
+Added: 109,778,542 and 110,943,569 shares issued and outstanding as of January 31, 2022 and October 31, 2022, respectively
Additional paid-in capital 1,277,258 1,318,829
6 unchanged sentences
(In thousands, except share and per share data)
−Removed: Three Months Ended July 31, Six Months Ended July 31,
+Added: Three Months Ended October 31, Nine Months Ended October 31,
2021 2022 2021 2022
35 unchanged sentences
(In thousands)
−Removed: Three Months Ended July 31, Six Months Ended July 31,
+Added: Three Months Ended October 31, Nine Months Ended October 31,
2021 2022 2021 2022
13 unchanged sentences
(In thousands, except share data)
−Removed: Three Months Ended July 31, 2021
+Added: Three Months Ended October 31, 2021
Common Stock Additional
4 unchanged sentences
Shares Amount
−Removed: Balance, April 30, 2021 95,318,070 $ 48 $ 601,034 $ 161 $ ( 176,202 ) $ 425,041
+Added: Balance, July 31, 2021 95,927,741 $ 48 $ 610,166 $ ( 259 ) $ ( 190,062 ) $ 419,893
Exercise of stock options 559,703 — 3,420 — — 3,420
1 unchanged sentence
Stock-based compensation — — 5,845 — — 5,845
−Removed: Other comprehensive loss — — — ( 420 ) — ( 420 )
+Added: Other comprehensive income — — — 245 — 245
Net loss attributable to nCino, Inc., including adjustment to redeemable non-controlling interest — — ( 368 ) — ( 13,268 ) ( 13,636 )
−Removed: Balance, July 31, 2021 95,927,741 $ 48 $ 610,166 $ ( 259 ) $ ( 190,062 ) $ 419,893
−Removed: Three Months Ended July 31, 2022
+Added: Balance, October 31, 2021 96,691,631 $ 48 $ 619,063 $ ( 14 ) $ ( 203,330 ) $ 415,767
+Added: Three Months Ended October 31, 2022
Common Stock Additional
4 unchanged sentences
Shares Amount
−Removed: Balance, April 30, 2022 110,128,561 $ 55 $ 1,290,295 $ 762 $ ( 239,275 ) $ 1,051,837
+Added: Balance, July 31, 2022 110,616,050 $ 55 $ 1,306,339 $ 1,219 $ ( 266,392 ) $ 1,041,221
Exercise of stock options 145,753 — 1,182 — — 1,182
4 unchanged sentences
Net loss attributable to nCino, Inc., including adjustment to redeemable non-controlling interest — — ( 1,191 ) — ( 22,388 ) ( 23,579 )
−Removed: Balance, July 31, 2022 110,616,050 $ 55 $ 1,306,339 $ 1,219 $ ( 266,392 ) $ 1,041,221
+Added: Balance, October 31, 2022 110,943,569 $ 55 $ 1,318,829 $ 1,758 $ ( 288,780 ) $ 1,031,862
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements .
1 unchanged sentence
(In thousands, except share data)
−Removed: Six Months Ended July 31, 2021
+Added: Nine Months Ended October 31, 2021
Common Stock Additional
10 unchanged sentences
Net loss attributable to nCino, Inc., including adjustment to redeemable non-controlling interest — — ( 61 ) — ( 42,266 ) ( 42,327 )
−Removed: Balance, July 31, 2021 95,927,741 $ 48 $ 610,166 $ ( 259 ) $ ( 190,062 ) $ 419,893
−Removed: Six Months Ended July 31, 2022
+Added: Balance, October 31, 2021 96,691,631 $ 48 $ 619,063 $ ( 14 ) $ ( 203,330 ) $ 415,767
+Added: Nine Months Ended October 31, 2022
Common Stock Additional
11 unchanged sentences
Net loss attributable to nCino, Inc., including adjustment to redeemable non-controlling interest — — ( 2,348 ) — ( 79,164 ) ( 81,512 )
−Removed: Balance, July 31, 2022 110,616,050 $ 55 $ 1,306,339 $ 1,219 $ ( 266,392 ) $ 1,041,221
+Added: Balance, October 31, 2022 110,943,569 $ 55 $ 1,318,829 $ 1,758 $ ( 288,780 ) $ 1,031,862
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements .
1 unchanged sentence
(In thousands)
−Removed: Six Months Ended July 31,
+Added: Nine Months Ended October 31,
Cash flows from operating activities
10 unchanged sentences
Deferred income taxes 192 452
−Removed: Provision for (recovery of) bad debt ( 5 ) 154
+Added: Provision for bad debt 84 323
Net foreign currency losses 393 5,608
10 unchanged sentences
Cash flows from investing activities
+Added: Acquisition of business, net of cash acquired — 676
+Added: Acquisition of assets — ( 563 )
Purchases of property and equipment ( 3,640 ) ( 13,889 )
21 unchanged sentences
Purchase of property and equipment, accrued but not paid $ 6,370 $ 14,765
−Removed: Net working capital receivable adjustment $ — $ 676
+Added: Building-leased facility acquired through financing obligation $ 17,678 $ —
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements .
19 unchanged sentences
commenced using nCino OpCo's trading history under the ticker symbol "NCNO".
−Removed: In these unaudited condensed consolidated financial statements, nCino OpCo and nCino, Inc., are collectively referred to as the "Company."
+Added: In these unaudited condensed consolidated financial statements, nCino OpCo and nCino, Inc.
+Added: are collectively referred to as the "Company."
See Note 7 "Business Combinations" for additional information regarding the SimpleNexus acquisition.
62 unchanged sentences
The Company’s financial instruments that are exposed to concentration of credit risk consist primarily of cash, cash equivalents, restricted cash and accounts receivable.
−Removed: The Company’s cash and cash equivalents exceeded federally insured limits at January 31, 2022 and July 31, 2022.
+Added: The Company’s cash and cash equivalents exceeded federally insured limits at January 31, 2022 and October 31, 2022.
The Company maintains its cash, cash equivalents and restricted cash with high-credit-quality financial institutions.
−Removed: As of January 31, 2022, one individual customer represented 12 % of accounts receivable and, as of July 31, 2022, two customers represented 12 % and 11 % of accounts receivable.
−Removed: For the three and six months ended July 31, 2021 and 2022, no individual customer represented more than 10% of the Company’s total revenues.
+Added: As of January 31, 2022, one individual customer represented 12 % of accounts receivable and, as of October 31, 2022, no individual customer represented over 10% of accounts receivable.
+Added: For the three and nine months ended October 31, 2021 and 2022, no individual customer represented more than 10% of the Company’s total revenues.
Restricted Cash:
4 unchanged sentences
(In thousands, except share and per share amounts and unless otherwise indicated)
−Removed: included in other long-term assets at January 31, 2022 and July 31, 2022 on the unaudited condensed consolidated balance sheets.
+Added: included in other long-term assets at January 31, 2022 and October 31, 2022 on the unaudited condensed consolidated balance sheets.
Accounts Receivable and Allowances:
10 unchanged sentences
A summary of activity in the allowance for doubtful accounts is as follows:
−Removed: Three Months Ended July 31, Six Months Ended July 31,
+Added: Three Months Ended October 31, Nine Months Ended October 31,
2021 2022 2021 2022
Balance, beginning of period $ 59 $ 301 $ 88 $ 151
−Removed: Charged to (recovery of) bad debt expense 7 138 ( 5 ) 154
−Removed: Other — — ( 24 ) —
+Added: Charged to bad debt expense 89 169 84 323
+Added: Write-offs and other — ( 116 ) ( 24 ) ( 116 )
Translation adjustments 3 ( 6 ) 3 ( 10 )
14 unchanged sentences
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.
−Removed: As of July 31, 2022, the Company controls a majority of the outstanding common stock in nCino K.K.
+Added: As of October 31, 2022, the Company controls a majority of the outstanding common stock in nCino K.K.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
5 unchanged sentences
are classified outside of permanent equity in the Company’s unaudited condensed consolidated balance sheets.
−Removed: The estimated redemption value of the call/put option embedded in the redeemable non-controlling interest was $ 2.4 million at July 31, 2022.
+Added: The estimated redemption value of the call/put option embedded in the redeemable non-controlling interest was $ 3.6 million at October 31, 2022.
The following table summarizes the activity in the redeemable non-controlling interests for the period indicated below:
−Removed: Three Months Ended July 31, Six Months Ended July 31,
+Added: Three Months Ended October 31, Nine Months Ended October 31,
2021 2022 2021 2022
12 unchanged sentences
Significant unobservable inputs which are supported by little or no market activity.
−Removed: The carrying amounts of cash equivalents, accounts receivable, accounts payable and accrued expenses approximate fair value as of January 31, 2022 and July 31, 2022 because of the relatively short duration of these instruments.
+Added: The carrying amounts of cash equivalents, accounts receivable, accounts payable, and accrued expenses approximate fair value as of January 31, 2022 and October 31, 2022 because of the relatively short duration of these instruments.
+Added: The carrying amount of any outstanding borrowings on the Company's revolving credit facility approximates fair value due to the variable interest rates of the borrowings.
+Added: NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
+Added: (In thousands, except share and per share amounts and unless otherwise indicated)
The Company evaluated its financial assets and liabilities subject to fair value measurements on a recurring basis to determine the appropriate level in which to classify them for each reporting period.
−Removed: The following table summarizes the Company’s financial assets measured at fair value as of January 31, 2022 and July 31, 2022 and indicates the fair value hierarchy of the valuation:
+Added: The following table summarizes the Company’s financial assets measured at fair value as of January 31, 2022 and October 31, 2022 and indicates the fair value hierarchy of the valuation:
Fair value measurements on a recurring basis as of January 31, 2022
3 unchanged sentences
Total assets $ 11,514 $ — $ —
−Removed: NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
−Removed: (In thousands, except share and per share amounts and unless otherwise indicated)
−Removed: Fair value measurements on a recurring basis as of July 31, 2022
+Added: Fair value measurements on a recurring basis as of October 31, 2022
Level 1 Level 2 Level 3
5 unchanged sentences
The Company's assets measured at fair value on a nonrecurring basis include the investment accounted for under the measurement alternative.
−Removed: There was no adjustment or impairment recognized for the three and six months ended July 31, 2021 and 2022, respectively.
+Added: There was no adjustment or impairment recognized for the three and nine months ended October 31, 2021 and 2022, respectively.
Revenues by Geographic Area
Revenues by geographic region were as follows:
−Removed: Three Months Ended July 31, Six Months Ended July 31,
+Added: Three Months Ended October 31, Nine Months Ended October 31,
2021 2022 2021 2022
9 unchanged sentences
Accounts Receivable
−Removed: Accounts receivable, less allowance for doubtful accounts, is as follows as of January 31, 2022 and July 31, 2022:
−Removed: As of January 31, 2022 As of July 31, 2022
+Added: Accounts receivable, less allowance for doubtful accounts, is as follows as of January 31, 2022 and October 31, 2022:
+Added: As of January 31, 2022 As of October 31, 2022
Trade accounts receivable $ 71,417 $ 35,815
3 unchanged sentences
Total accounts receivable, net $ 74,528 $ 39,627
−Removed: 1 Includes $ 0.5 million and $ 0.3 million income tax receivable of as of January 31, 2022 and July 31, 2022, respectively.
+Added: 1 Includes $ 0.5 million and $ 0.1 million income tax receivable of as of January 31, 2022 and October 31, 2022, respectively.
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.
−Removed: During the six months ended July 31, 2022, $ 89.5 million of revenues were recognized out of the deferred revenue balance as of January 31, 2022.
+Added: During the nine months ended October 31, 2022, $ 114.6 million of revenues were recognized out of the deferred revenue balance as of January 31, 2022.
Transaction price allocated to remaining performance obligations represents contracted revenues that have not yet been recognized, which includes both deferred revenue and amounts that will be invoiced and recognized as revenues in future periods.
1 unchanged sentence
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.
−Removed: Remaining performance obligations were $ 907.4 million as of July 31, 2022.
+Added: Remaining performance obligations were $ 919.2 million as of October 31, 2022.
The Company expects to recognize approximately 66 % of its remaining performance obligation as revenues in the next 24 months, approximately 29 % more in the following 25 to 48 months, and the remainder thereafter.
+Added: NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
+Added: (In thousands, except share and per share amounts and unless otherwise indicated)
Property and Equipment
Property and equipment, net consisted of the following:
−Removed: As of January 31, 2022 As of July 31, 2022
+Added: As of January 31, 2022 As of October 31, 2022
Furniture and fixtures $ 7,503 $ 7,640
7 unchanged sentences
$ 60,677 $ 83,537
−Removed: 1 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 the Company is considered the owner for accounting purposes.
−Removed: See Note 14 "Commitments and Contingencies" for additional details including future commitments.
−Removed: NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
−Removed: (In thousands, except share and per share amounts and unless otherwise indicated)
+Added: 1 The increase in construction in progress is primarily due to construction for an additional office building that is on the property of the Company's existing headquarters for which we are considered the owner for accounting purposes.
+Added: See Note 14 "Commitments and Contingencies" for additional details including future commitments and Note 17 "Subsequent Events."
The Company recognized depreciation expense as follows:
−Removed: Three Months Ended July 31, Six Months Ended July 31,
+Added: Three Months Ended October 31, Nine Months Ended October 31,
2021 2022 2021 2022
26 unchanged sentences
On the Acquisition Date, the Company's closing stock price was $ 50.82 per share.
−Removed: The following table summarizes the preliminary fair values of assets acquired and liabilities assumed as of July 31, 2022:
+Added: The following table summarizes the preliminary fair values of assets acquired and liabilities assumed, including measurement period adjustments recorded, as of October 31, 2022:
Cash and cash equivalents $ 17,038
13 unchanged sentences
Due to the timing and the magnitude of the transaction, initial accounting for the acquisition is not complete, and further measurement period adjustments may occur in fiscal year 2023, but no later than one year from the Acquisition Date.
−Removed: The Company has estimated the preliminary fair value of net assets acquired based on information currently available and with the assistance of independent third-party valuations and will continue to adjust those estimates as additional information becomes available and the tax returns for the pre-acquisition period are completed.
+Added: The Company has estimated the preliminary fair value of net assets acquired based on information currently available and with the assistance of independent third-party valuations and will continue to adjust those estimates as additional information becomes available and all tax returns for the pre-acquisition period are completed.
The primary areas of the acquisition accounting that remain preliminary relate to, but are not limited to, (i) finalizing the Company's review of certain assets acquired and liabilities assumed, (ii) finalizing the evaluation and valuation of certain legal matters and/or loss contingencies, including those that the Company may not yet be aware of but meet the requirement to qualify as a pre-acquisition contingency, and (iii) finalizing our estimate of the impact of acquisition accounting on deferred income taxes or liabilities.
20 unchanged sentences
Translation adjustments ( 893 )
−Removed: Balance, July 31, 2022 $ 840,726
+Added: Balance, October 31, 2022 $ 839,918
Intangible assets
Intangible assets, net are as follows:
−Removed: As of January 31, 2022 As of July 31, 2022
+Added: As of January 31, 2022 As of October 31, 2022
Amount Accumulated
5 unchanged sentences
Trademarks and trade name 14,626 ( 288 ) 14,338 14,624 ( 2,099 ) 12,525
+Added: Other — — — 563 ( 47 ) 516
$ 189,962 $ ( 9,840 ) $ 180,122 $ 190,300 $ ( 30,809 ) $ 159,491
2 unchanged sentences
The Company recognized amortization expense as follows:
−Removed: Three Months Ended July 31, Six Months Ended July 31,
+Added: Three Months Ended October 31, Nine Months Ended October 31,
2021 2022 2021 2022
Cost of subscription revenues $ 388 $ 4,249 $ 1,177 $ 12,767
+Added: Cost of professional services and other revenues — 47 — 47
Sales and marketing 418 2,772 1,253 8,315
Total amortization expense $ 806 $ 7,068 $ 2,430 $ 21,129
−Removed: The expected future amortization expense for intangible assets as of July 31, 2022 is as follows:
+Added: The expected future amortization expense for intangible assets as of October 31, 2022 is as follows:
Fiscal Year Ending January 31,
6 unchanged sentences
This agreement 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.
−Removed: Cost of subscription revenues in each of the three and six months ended July 31, 2021 and 2022 substantially consists of fees paid for access to the related party’s platform, including their hosting infrastructure and data center operations.
+Added: Cost of subscription revenues in each of the three and nine months ended October 31, 2021 and 2022 substantially consists of fees paid for access to the related party’s platform, including their hosting infrastructure and data center operations.
Based solely on information reported in a Schedule 13G/A filed with the SEC on February 11, 2022, the reseller is no longer considered a related party as of December 31, 2021 and the amounts disclosed related to them are accordingly presented while the reseller was considered a related party.
−Removed: The reseller was considered a related party for the three and six months ended July 31, 2021 and was no longer considered a related party for the three and six months ended July 31, 2022.
−Removed: The Company has recorded expenses of $ 11.2 million for the three months ended July 31, 2021 and $ 21.7 million for the six months ended July 31, 2021.
+Added: The reseller was considered a related party for the three and nine months ended October 31, 2021 and was no longer considered a related party for the three and nine months ended October 31, 2022.
+Added: The Company has recorded expenses of $ 11.6 million for the three months ended October 31, 2021 and $ 33.4 million for the nine months ended October 31, 2021.
The Company continues to do business with the reseller.
1 unchanged sentence
Stockholders’ Equity
−Removed: At July 31, 2022, the Company committed a total of 30,562,508 shares of common stock for future issuance as follows:
+Added: At October 31, 2022, the Company committed a total of 30,234,989 shares of common stock for future issuance as follows:
Issued and outstanding stock options 2,161,088
5 unchanged sentences
Stock Options
−Removed: Stock option activity for the six months ended July 31, 2022 was as follows:
+Added: Stock option activity for the nine months ended October 31, 2022 was as follows:
Shares Weighted
3 unchanged sentences
Exercised ( 451,147 ) 6.74
−Removed: Outstanding, July 31, 2022 2,308,091 $ 6.74
−Removed: Exercisable, July 31, 2022 2,108,538 $ 5.88
−Removed: Fully vested or expected to vest, July 31, 2022 2,288,136 $ 6.66
−Removed: As of July 31, 2022, there was $ 0.4 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").
+Added: Outstanding, October 31, 2022 2,161,088 $ 6.64
+Added: Exercisable, October 31, 2022 2,097,025 $ 6.33
+Added: Fully vested or expected to vest, October 31, 2022 2,154,682 $ 6.61
+Added: As of October 31, 2022, there was $ 0.2 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 0.66 years.
Restricted Stock Units
−Removed: RSU activity during the six months ended July 31, 2022 was as follows:
+Added: RSU activity during the nine months ended October 31, 2022 was as follows:
Shares Weighted Average
4 unchanged sentences
Forfeited ( 431,896 ) 47.61
−Removed: Nonvested, July 31, 2022 3,865,041 $ 45.71
−Removed: As of July 31, 2022, total unrecognized compensation expense related to non-vested RSUs was $ 142.0 million, adjusted for estimated forfeitures, based on the estimated fair value of the Company’s common stock at the time of grant.
+Added: Nonvested, October 31, 2022 4,000,187 $ 45.36
+Added: As of October 31, 2022, total unrecognized compensation expense related to non-vested RSUs was $ 139.6 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 3.11 years.
2 unchanged sentences
Thereafter, offering periods will begin on January 1 and July 1.
−Removed: The fair value of ESPP shares during the six months ended July 31, 2022 was estimated at the date of grant using the Black-Scholes option valuation model based on assumptions as follows for ESPP awards:
+Added: The fair value of ESPP shares during the nine months ended October 31, 2022 was estimated at the date of grant using the Black-Scholes option valuation model based on assumptions as follows for ESPP awards:
(i) expected life of 0.5 years, (ii) expected volatility of 49.65 % to 84.59 %, (iii) expected dividends of 0.00 %, (iv) risk-free interest rate of 0.22 % to 2.52 %.
−Removed: As of July 31, 2022, total unrecognized compensation expense related to the ESPP was $ 0.8 million.
+Added: As of October 31, 2022, 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 offering period that began on July 1, 2022 and will end on December 31, 2022.
3 unchanged sentences
Total stock-based compensation expense included in our consolidated statements of operations were as follows:
−Removed: Three Months Ended July 31, Six Months Ended July 31,
+Added: Three Months Ended October 31, Nine Months Ended October 31,
2021 2022 2021 2022
8 unchanged sentences
The components of lease expense were as follows:
−Removed: Three Months Ended July 31, Six Months Ended July 31,
+Added: Three Months Ended October 31, Nine Months Ended October 31,
2021 2022 2021 2022
4 unchanged sentences
Supplemental cash flow information related to operating leases were as follows:
−Removed: Six Months Ended July 31,
+Added: Nine Months Ended October 31,
Cash paid for amounts included in the measurement of operating lease liabilities $ 2,212 $ 3,079
Right-of-use assets obtained in exchange for operating lease liabilities 1,771 1,989
−Removed: The weighted-average remaining lease term and weighted-average discount rate for the Company's operating lease liabilities as of July 31, 2022 were 4.07 years and 4.4 %, respectively.
+Added: The weighted-average remaining lease term and weighted-average discount rate for the Company's operating lease liabilities as of October 31, 2022 were 3.85 years and 4.4 %, respectively.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share amounts and unless otherwise indicated)
−Removed: Future minimum lease payments as of July 31, 2022 were as follows:
+Added: Future minimum lease payments as of October 31, 2022 were as follows:
Fiscal Year Ending January 31, Operating Leases
21 unchanged sentences
Consolidated Liquidity is measured as the sum of 100 % of unrestricted and unencumbered cash of the Company and its domestic subsidiaries, 75 % of unrestricted and unencumbered cash of the Company’s foreign subsidiaries and the lesser of Credit Facility availability and $ 25.0 million.
−Removed: The Company is also required to maintain at least $ 5.0 million of the Company's cash and/or marketable securities with the lender which is considered restricted cash and is included in other long-term assets at July 31, 2022 on the unaudited condensed consolidated balance sheets.
+Added: The Company is also required to maintain at least $ 5.0 million of the Company's cash and/or marketable securities with the Lender which is considered restricted cash and is included in other long-term assets at October 31, 2022 on the Company's unaudited condensed consolidated balance sheets.
The Credit Facility is guaranteed by the Company and each of its current and future material domestic subsidiaries (the “Guarantors”) and secured by substantially all of the personal property, subject to customary exceptions, of the Borrower and the Guarantors, in each case, now owned or later acquired, including a pledge of all of the Borrower’s capital stock, the capital stock of all of the Company’s domestic subsidiaries, and 65 % of the capital stock of foreign subsidiaries that are directly owned by the Borrower or a Guarantor.
−Removed: As of July 31, 2022, unamortized debt issuance costs were $ 0.3 million and are included in other long-term assets.
+Added: As of October 31, 2022, unamortized debt issuance costs were $ 0.2 million and are included in other long-term assets.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share amounts and unless otherwise indicated)
−Removed: As of July 31, 2022, the Company had no amounts outstanding or letters of credit issued on the Credit Facility and was in compliance with all covenants.
−Removed: The available borrowing capacity under the Credit Facility was $ 50.0 million as of July 31, 2022.
+Added: As of October 31, 2022, the Company had $ 30.0 million outstanding and no letters of credit issued under the Credit Facility and was in compliance with all covenants.
+Added: As of October 31, 2022, the applicable interest rate was approximately 4.15 %.
+Added: The available borrowing capacity under the Credit Facility was $ 20.0 million as of October 31, 2022.
Commitments and Contingencies
8 unchanged sentences
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.
−Removed: In January 2021, the Company entered into an agreement for a parking deck which is an addition to the Company's existing headquarters building.
+Added: In January 2021, the Company entered into an amendment to its November 2020 headquarters lease to provide for construction of a parking deck, which upon completion was subject to exclusive use by the Company.
Due to the Company also being deemed to be the owner of the parking deck for accounting purposes, the costs associated with the construction of the parking deck were capitalized as construction in progress with a corresponding construction liability through construction.
Upon completion of the parking deck in September 2021, for approximately $ 17.7 million, the costs of the construction in progress and the corresponding construction liability were reclassified to property and equipment, net and financing obligations on the unaudited condensed consolidated balance sheets, respectively.
−Removed: Upon expiration of the purchase option in the lease, the lease will be analyzed for applicable lease accounting.
−Removed: 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 the Company's existing headquarters.
−Removed: 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.
−Removed: Upon completion of the building, the construction liability will be recorded as a financing obligation.
+Added: In April 2021, the Company entered into a new lease agreement for the construction of an additional office building that is on the same parcel of land as the Company's existing headquarters.
+Added: Due to a purchase option contained in the lease, the Company is deemed to be the owner of the additional building for accounting purposes, thus costs associated with the construction of the additional building will be capitalized as construction in progress with a corresponding construction liability through construction which is estimated to be approximately $ 23.0 million.
+Added: Upon completion of the additional 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.
+Added: See also Note 17 "Subsequent Events."
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share amounts and unless otherwise indicated)
−Removed: Purchase commitments and future minimum lease payments required under financing obligations as of July 31, 2022 is as follows:
+Added: Purchase commitments and future minimum lease payments required under financing obligations as of October 31, 2022 is as follows:
Fiscal Year Ending January 31, Purchase commitments Financing obligations - leased facility
29 unchanged sentences
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.
−Removed: 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.
−Removed: However, regardless of the outcome, legal proceedings can have an adverse impact on the Company because of the related expenses, diversion of management resources, and other factors.
+Added: On September 26, 2022, a purported stockholder of the Company filed a complaint in the Delaware Court of Chancery in connection with the series of mergers in which the Company became the parent of nCino OpCo and SimpleNexus.
+Added: The complaint, captioned City of Hialeah Employees’ Retirement System, Derivatively on Behalf of Nominal Defendants nCINO, INC.
+Added: (f/k/a Penny HoldCo, Inc.) and nCINO OpCo, Inc.
+Added: (f/k/a nCino, Inc.) v.
+Added: INSIGHT VENTURE PARTNERS,
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share amounts and unless otherwise indicated)
+Added: LLC, et al., C.A.
+Added: 2022-0846-MTZ, names as defendants, Insight Ventures Partners, LLC., Insight Holdings Group, LLC., the Company’s directors and certain officers, along with nCino, Inc.
+Added: and nCino OpCo, Inc.
+Added: as nominal defendants, and alleges that the members of the board of directors, controlling stockholders, and officers violated their fiduciary duties in the course of negotiating and approving the series of mergers.
+Added: The complaint alleges damages in an unspecified amount.
+Added: Pursuant to the rights in its bylaws and Delaware law, the Company is advancing the costs incurred by the director and officer defendants in this action, and the defendants may assert indemnification rights in respect of an adverse judgment or settlement of the action, if any.
+Added: 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.
+Added: However, regardless of the outcome, legal proceedings can have an adverse impact on the Company because of the related expenses, diversion of management resources, and other factors.
Given the uncertainty and preliminary stages of these matters, the Company is unable to reasonably estimate any possible loss or range of loss that may result.
+Added: Therefore, the Company has not made an accrual for the above matters in the unaudited condensed consolidated financial statements.
Other Commitments and Contingencies
4 unchanged sentences
The Company’s largest vendor is also an equityholder in the Company.
−Removed: Total payments related to the agreement with this party are disclosed in Note 9 "Reseller Agreement." The Company also purchases services from this party to assist in managing its own sales cycle, customer relationship management, and other business functions.
+Added: Total payments related to the reseller agreement with this party are disclosed in Note 9 "Reseller Agreement." The Company also purchases services from this party to assist in managing its own sales cycle, customer relationship management, and other business functions.
The Company has a non-cancellable agreement for the purchase of services.
−Removed: In December 2021, this agreement was renewed for one year and expires in December 2022.
+Added: In November 2022, this agreement was renewed for one year and expires in December 2023.
Based solely on information reported in a Schedule 13G/A filed with the SEC on February 11, 2022, this vendor is no longer considered a related party as of December 31, 2021, and the amounts disclosed related to them are accordingly presented while the vendor was considered a related party.
−Removed: The vendor was considered a related party for the three and six months ended July 31, 2021 and was no longer considered a related party for the three and six months ended July 31, 2022.
−Removed: Total payments for these services recorded to expenses were $ 0.4 million for the three months ended July 31, 2021 and $ 0.8 million for the six months ended July 31, 2021.
−Removed: The Company continues to do business with the vendor.
−Removed: The Company entered into a Merger Agreement on January 7, 2022, as disclosed in Note 1 "Organization and Description of Business" and Note 7 "Business Combinations." Affiliates of Insight Partners were equityholders of SimpleNexus and certain other parties in connection with the Merger Agreement transaction, and other affiliates of Insight Partners are currently significant stockholders of the Company.
+Added: The vendor was considered a related party for the three and nine months ended October 31, 2021 and was no longer considered a related party for the three and nine months ended October 31, 2022.
+Added: Total payments for these services recorded to expenses were $ 0.4 million for the three months ended October 31, 2021 and $ 1.2 million for the nine months ended October 31, 2021.
+Added: The Company entered into the Merger Agreement on January 7, 2022, as disclosed in Note 1 "Organization and Description of Business" and Note 7 "Business Combinations." Affiliates of Insight Partners were equityholders of SimpleNexus and certain other parties in connection with the Merger Agreement transaction, and other affiliates of Insight Partners are currently significant stockholders of the Company.
+Added: See also Note 17 "Subsequent Events."
Basic and Diluted Loss per Share
3 unchanged sentences
The dilutive effect of outstanding awards is reflected in diluted earnings per share by application of the treasury stock method.
−Removed: Diluted loss per share for the three months ended July 31, 2021 and 2022 and for the six months ended July 31, 2021 and 2022 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.
+Added: Diluted loss per share for the three months ended October 31, 2021 and 2022 and for the nine months ended October 31, 2021 and 2022 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.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1 unchanged sentence
The components of basic and diluted loss per share for periods presented are as follows (in thousands, except share and per share data):
−Removed: Three Months Ended July 31, Six Months Ended July 31,
+Added: Three Months Ended October 31, Nine Months Ended October 31,
2021 2022 2021 2022
6 unchanged sentences
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:
−Removed: Six Months Ended July 31,
+Added: Nine Months Ended October 31,
Stock options issued and outstanding 2,873,232 2,161,088
1 unchanged sentence
Shares issuable pursuant to the ESPP 34,128 62,781
+Added: Subsequent Events
+Added: During November 2022, the construction of the additional office building that is on the property of the Company's existing headquarters, as disclosed in Note 14 "Commitments and Contingencies," and the tenant improvements therein were deemed complete and the Company began occupying the space of approximately 90,000 square feet.
+Added: The lease extends through 2037 with options to renew, and rental payments commenced in October 2022.
+Added: The Company is deemed to have continuing involvement and therefore is considered to be the owner for accounting purposes.
+Added: As a result, the construction in progress associated with the lease will be recorded as an asset and the construction liability, estimated to be $ 23.0 million, will be recorded as a financing obligation.
+Added: The term of the Company's current headquarters and parking deck, as disclosed in Note 14 "Commitments and Contingencies," is coterminous with this lease.
+Added: On November 1, 2022, the Company's wholly-owned subsidiary, nCino OpCo, acquired preferred shares of ZestFinance, Inc.
+Added: (d/b/a ZEST AI) ("Zest AI"), a private company, for $ 2.5 million.
+Added: The investment is a non-marketable equity investment without readily determinable fair value for which the Company does not have control or significant influence and will be measured at cost as permitted by the measurement alternative.
+Added: The investment is considered a related party transaction as entities affiliated with Insight Partners, a beneficial owner of the Company, own greater than ten percent of Zest AI.
+Added: On November 22, 2022, the Board of Directors (the "Board") increased the size of the Board from seven to eight members and approved the appointment of William (Bill) Spruill to serve as a director of the Company.
+Added: Spruill will also serve as a member of the audit committee.
+Added: The Company also adopted amended and restated bylaws which, among other things, changed the Company's voting standard for directors from a plurality voting standard to a majority voting standard, modified provisions relating to stockholder meeting adjournment procedures and the availability of lists of stockholders entitled to vote at stockholder meetings, and updated procedural mechanics and disclosure requirements relating to director nominations made by stockholders.
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.