2 unchanged sentences
(In thousands, except share and per share data)
−Removed: January 31, 2022 October 31, 2022
+Added: January 31, 2023 April 30, 2023
Current assets
Cash and cash equivalents (VIE:
−Removed: $ 4,183 and $ 2,077 at January 31, 2022 and October 31, 2022, respectively)
+Added: $ 2,019 and $ 1,517 at January 31, 2023 and April 30, 2023, respectively)
$ 82,036 $ 98,136
−Removed: Accounts receivable, less allowance for doubtful accounts of $ 151 and $ 348 at January 31, 2022 and October 31, 2022, respectively
+Added: Accounts receivable, less allowances of $ 899 and $ 1,037 at January 31, 2023 and April 30, 2023, respectively
99,497 81,229
7 unchanged sentences
Intangible assets, net 152,825 145,696
−Removed: Investment 4,031 4,031
+Added: Investments (related party $ 2,500 at January 31, 2023 and April 30, 2023)
Other long-term assets 8,101 1,979
6 unchanged sentences
Deferred revenue, current portion 154,871 171,660
+Added: Revolving credit facility, current portion — 15,000
Financing obligations, current portion 1,015 1,340
3 unchanged sentences
Deferred income taxes, noncurrent 2,797 2,478
−Removed: Deferred revenue, noncurrent 44 6
Revolving credit facility, noncurrent 30,000 —
Financing obligations, noncurrent 54,365 53,796
−Removed: Construction liability, noncurrent 9,736 22,518
Total liabilities 299,602 285,861
−Removed: Commitments and contingencies (Notes 12, 14, and 17)
+Added: Commitments and contingencies (Note 12)
Redeemable non-controlling interest (Note 3)
1 unchanged sentence
Preferred stock, $ 0.001 par value;
−Removed: 10,000,000 shares authorized, and none issued and outstanding as of January 31, 2022 and October 31, 2022
+Added: 10,000,000 shares authorized, and none issued and outstanding as of January 31, 2023 and April 30, 2023
Common stock, $ 0.0005 par value;
−Removed: 500,000,000 shares authorized as of January 31, 2022 and October 31, 2022;
−Removed: 109,778,542 and 110,943,569 shares issued and outstanding as of January 31, 2022 and October 31, 2022, respectively
+Added: 500,000,000 shares authorized as of January 31, 2023 and April 30, 2023;
+Added: 111,424,132 and 112,200,481 shares issued and outstanding as of January 31, 2023 and April 30, 2023, respectively
Additional paid-in capital 1,333,669 1,346,250
−Removed: Accumulated other comprehensive income (loss) ( 72 ) 1,758
+Added: Accumulated other comprehensive income 694 818
Accumulated deficit ( 310,341 ) ( 321,705 )
4 unchanged sentences
(In thousands, except share and per share data)
−Removed: Three Months Ended October 31, Nine Months Ended October 31,
−Removed: 2021 2022 2021 2022
+Added: Three Months Ended April 30,
Subscription $ 79,189 $ 97,340
2 unchanged sentences
Cost of revenues
−Removed: Subscription (related party $ 11,638 , $ 0 , $ 33,358 , and $ 0 , respectively) 1
−Removed: 15,753 26,844 46,007 78,499
+Added: Subscription 25,510 29,157
Professional services and other 14,792 17,031
10 unchanged sentences
Interest expense ( 638 ) ( 1,379 )
−Removed: Other income (expense), net ( 255 ) ( 2,911 ) ( 325 ) ( 5,498 )
+Added: Other expense, net ( 1,573 ) ( 782 )
Loss before income taxes ( 29,440 ) ( 10,251 )
11 unchanged sentences
Basic and diluted 109,998,637 112,032,536
−Removed: 1 See Note 9 "Reseller Agreement" and Note 15 "Related-Party Transactions."
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements .
1 unchanged sentence
(In thousands)
−Removed: Three Months Ended October 31, Nine Months Ended October 31,
−Removed: 2021 2022 2021 2022
+Added: Three Months Ended April 30,
Net loss $ ( 30,003 ) $ ( 11,644 )
−Removed: Other comprehensive income (loss):
+Added: Other comprehensive income:
Foreign currency translation 680 114
−Removed: Other comprehensive income (loss) 163 472 ( 487 ) 1,581
+Added: Other comprehensive income 680 114
Comprehensive loss ( 29,323 ) ( 11,530 )
8 unchanged sentences
(In thousands, except share data)
−Removed: Three Months Ended October 31, 2021
−Removed: Common Stock Additional
−Removed: Capital Other
−Removed: Comprehensive
−Removed: Income (Loss) Accumulated
−Removed: Deficit Total
−Removed: Shares Amount
−Removed: Balance, July 31, 2021 95,927,741 $ 48 $ 610,166 $ ( 259 ) $ ( 190,062 ) $ 419,893
−Removed: Exercise of stock options 559,703 — 3,420 — — 3,420
−Removed: Stock issuance upon vesting of restricted stock units 204,187 — — — — —
−Removed: Stock-based compensation — — 5,845 — — 5,845
−Removed: Other comprehensive income — — — 245 — 245
−Removed: Net loss attributable to nCino, Inc., including adjustment to redeemable non-controlling interest — — ( 368 ) — ( 13,268 ) ( 13,636 )
−Removed: Balance, October 31, 2021 96,691,631 $ 48 $ 619,063 $ ( 14 ) $ ( 203,330 ) $ 415,767
−Removed: Three Months Ended October 31, 2022
−Removed: Common Stock Additional
−Removed: Capital Other
−Removed: Comprehensive
−Removed: Income (Loss) Accumulated
−Removed: Deficit Total
−Removed: Shares Amount
−Removed: Balance, July 31, 2022 110,616,050 $ 55 $ 1,306,339 $ 1,219 $ ( 266,392 ) $ 1,041,221
−Removed: Exercise of stock options 145,753 — 1,182 — — 1,182
−Removed: Stock issuance upon vesting of restricted stock units 181,766 — — — — —
−Removed: Stock issuance under the employee stock purchase plan — — — — — —
−Removed: Stock-based compensation — — 12,499 — — 12,499
−Removed: Other comprehensive income — — — 539 — 539
−Removed: Net loss attributable to nCino, Inc., including adjustment to redeemable non-controlling interest — — ( 1,191 ) — ( 22,388 ) ( 23,579 )
−Removed: Balance, October 31, 2022 110,943,569 $ 55 $ 1,318,829 $ 1,758 $ ( 288,780 ) $ 1,031,862
−Removed: The accompanying notes are an integral part of these unaudited condensed consolidated financial statements .
−Removed: CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
−Removed: (In thousands, except share data)
−Removed: Nine Months Ended October 31, 2021
+Added: Three Months Ended April 30, 2022
Common Stock Additional
8 unchanged sentences
Stock-based compensation — — 13,294 — — 13,294
−Removed: Other comprehensive loss — — — ( 254 ) — ( 254 )
+Added: Other comprehensive income — — — 834 — 834
Net loss attributable to nCino, Inc., including adjustment to redeemable non-controlling interest — — ( 1,029 ) — ( 29,659 ) ( 30,688 )
−Removed: Balance, October 31, 2021 96,691,631 $ 48 $ 619,063 $ ( 14 ) $ ( 203,330 ) $ 415,767
−Removed: Nine Months Ended October 31, 2022
+Added: Balance, April 30, 2022 110,128,561 $ 55 $ 1,290,295 $ 762 $ ( 239,275 ) $ 1,051,837
+Added: Three Months Ended April 30, 2023
Common Stock Additional
7 unchanged sentences
Stock issuance upon vesting of restricted stock units 528,831 — — — — —
−Removed: Stock issuance under the employee stock purchase plan 92,236 — 2,424 — — 2,424
Stock-based compensation — — 10,859 — — 10,859
1 unchanged sentence
Net loss attributable to nCino, Inc., including adjustment to redeemable non-controlling interest — — 121 — ( 11,364 ) ( 11,243 )
−Removed: Balance, October 31, 2022 110,943,569 $ 55 $ 1,318,829 $ 1,758 $ ( 288,780 ) $ 1,031,862
+Added: Balance, April 30, 2023 112,200,481 $ 56 $ 1,346,250 $ 818 $ ( 321,705 ) $ 1,025,419
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements .
1 unchanged sentence
(In thousands)
−Removed: Nine Months Ended October 31,
+Added: Three Months Ended April 30,
Cash flows from operating activities
17 unchanged sentences
Accounts payable ( 2,317 ) ( 259 )
−Removed: Accounts payable, related parties 873 —
Accrued expenses and other current liabilities ( 10,827 ) ( 13,227 )
3 unchanged sentences
Cash flows from investing activities
−Removed: Acquisition of business, net of cash acquired — 676
Acquisition of assets — ( 356 )
6 unchanged sentences
Exercise of stock options 772 1,388
−Removed: Stock issuance under the employee stock purchase plan — 2,424
Principal payments on financing obligations ( 150 ) ( 244 )
−Removed: Net cash provided by financing activities 12,439 34,637
+Added: Net cash provided by (used in) financing activities 258 ( 13,856 )
Effect of foreign currency exchange rate changes on cash, cash equivalents, and restricted cash ( 1,142 ) 593
−Removed: Net increase in cash, cash equivalents, and restricted cash 9,990 23,402
+Added: Net increase (decrease) in cash, cash equivalents, and restricted cash ( 4,330 ) 16,079
Cash, cash equivalents, and restricted cash, beginning of period 88,399 87,418
2 unchanged sentences
Cash and cash equivalents $ 78,684 $ 98,136
+Added: Restricted cash included in prepaid expenses and other current assets — 5,160
Restricted cash included in other long-term assets 5,385 201
5 unchanged sentences
Purchase of property and equipment, accrued but not paid $ 5,808 $ 182
−Removed: Building-leased facility acquired through financing obligation $ 17,678 $ —
+Added: Receivables from exercise of stock options $ — $ 213
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.
−Removed: are collectively referred to as the "Company."
−Removed: See Note 7 "Business Combinations" for additional information regarding the SimpleNexus acquisition.
Description of Business:
The Company is a software-as-a-service ("SaaS") company that provides software applications to financial institutions to streamline employee and client interactions.
−Removed: The Company is headquartered in Wilmington, North Carolina and has offices in Lehi and Salt Lake City, Utah;
−Removed: Macon, Georgia;
−Removed: London, United Kingdom;
−Removed: Sydney and Melbourne, Australia;
−Removed: Toronto, Canada;
−Removed: Paris, France;
−Removed: Madrid, Spain;
−Removed: and Tokyo, Japan.
+Added: The Company is headquartered in Wilmington, North Carolina and has various locations in the U.S., North America, Europe and Asia Pacific.
Fiscal Year End:
7 unchanged sentences
All intercompany accounts and transactions are eliminated.
−Removed: 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 2024 or any future period.
−Removed: NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
−Removed: (In thousands, except share and per share amounts and unless otherwise indicated)
−Removed: Reclassification:
−Removed: The Company reclassified certain prior year amounts in the unaudited condensed consolidated statement of cash flows within the cash flows from operating activities to conform to the current year presentation.
−Removed: These reclassifications had no impact on the previously reported total assets, liabilities, stockholder’s deficit, or net loss.
Variable Interest Entity:
6 unchanged sentences
and all significant intercompany accounts have been eliminated.
−Removed: The Company will continue to assess whether it has a controlling financial interest and whether it is the primary beneficiary at each reporting period.
+Added: The Company will continue to assess whether it has a controlling financial interest and whether it is the primary beneficiary at
+Added: NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
+Added: (In thousands, except share and per share amounts and unless otherwise indicated)
+Added: each reporting period.
Other than the Company’s equity investment, the Company has not provided financial or other support to nCino K.K.
14 unchanged sentences
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.
−Removed: 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;
+Added: Significant estimates and assumptions made by the Company’s management are used for, but not limited to, revenue recognition including determining the nature and timing of satisfaction of performance obligations, variable consideration, and stand-alone selling price;
the average period of benefit associated with costs capitalized to obtain revenue contracts;
1 unchanged sentence
the useful lives of intangible assets;
−Removed: the valuation allowance on deferred tax assets;
+Added: income taxes and the related valuation allowance on deferred tax assets;
redemption value of redeemable non-controlling interest;
4 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 October 31, 2022.
+Added: The Company’s cash and cash equivalents exceeded federally insured limits at January 31, 2023 and April 30, 2023.
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 October 31, 2022, no individual customer represented over 10% of accounts receivable.
−Removed: 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.
+Added: As of January 31, 2023, no individual customer represented over 10% of accounts receivable and, as of April 30, 2023, one individual customer represented 14 % of accounts receivable.
+Added: For the three months ended April 30, 2022 and 2023, no individual customer represented more than 10% of the Company’s total revenues.
Restricted Cash:
1 unchanged sentence
The remaining restricted cash consists of deposits held as collateral for the Company's bank guarantees issued in place of security deposits for certain property leases and credit cards.
−Removed: Restricted cash is
−Removed: NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
−Removed: (In thousands, except share and per share amounts and unless otherwise indicated)
−Removed: included in other long-term assets at January 31, 2022 and October 31, 2022 on the unaudited condensed consolidated balance sheets.
+Added: Restricted cash is included in prepaid expenses and other current assets and other long-term assets at January 31, 2023 and April 30, 2023 on the unaudited condensed consolidated balance sheets.
Accounts Receivable and Allowances:
5 unchanged sentences
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.
−Removed: Unbilled accounts receivable consists of (i) revenues recognized for professional services performed but not yet billed and (ii) revenues recognized from non-cancelable, multi-year orders in which fees increase annually but for which the Company is not contractually able to invoice until a future period.
+Added: Unbilled accounts receivable consists of (i) revenues recognized for professional services
+Added: NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
+Added: (In thousands, except share and per share amounts and unless otherwise indicated)
+Added: performed but not yet billed and (ii) revenues recognized from non-cancelable, multi-year orders in which fees increase annually but for which the Company is not contractually able to invoice until a future period.
Accounts receivable are reported at their gross outstanding balance reduced by an allowance for estimated receivable losses, which includes allowances for doubtful accounts and a reserve for expected credit losses.
1 unchanged sentence
Relevant risk characteristics include customer size and historical loss patterns.
+Added: This estimate is analyzed quarterly and adjusted as necessary.
A summary of activity in the allowance for doubtful accounts is as follows:
−Removed: Three Months Ended October 31, Nine Months Ended October 31,
−Removed: 2021 2022 2021 2022
+Added: Three Months Ended April 30,
Balance, beginning of period $ 151 $ 899
3 unchanged sentences
Balance, end of period $ 166 $ 1,037
−Removed: The Company's investment is a non-marketable equity investment without readily determinable fair value and for which the Company does not have control or significant influence.
−Removed: The investment is measured at cost with adjustments for observable changes in price or impairment as permitted by the measurement alternative.
−Removed: The Company assesses at each reporting period if the investment continues to qualify for the measurement alternative.
−Removed: Gains or losses resulting from observable price changes are recognized currently in the Company's consolidated statement of operations.
−Removed: The Company assesses the investment whenever events or changes in circumstances indicate that the carrying value of the investment may not be recoverable.
−Removed: Debt Issuance Costs:
−Removed: Debt issuance costs are initially deferred and amortized to interest expense on a straight-line basis over the expected term of the debt.
−Removed: The Company uses the straight-line basis as it approximates the amounts calculated under the effective-interest method.
−Removed: Unamortized debt issuance costs related to the secured revolving credit facility are considered long-term and are included in other long-term assets in the unaudited condensed consolidated balance sheets.
+Added: Investments :
+Added: The Company's investments are non-marketable equity investments without readily determinable fair value and for which the Company does not have control or significant influence.
+Added: The investments are measured at cost with adjustments for observable changes in price or impairment as permitted by the measurement alternative.
+Added: The Company assesses at each reporting period if the investments continue to qualify for the measurement alternative.
+Added: Gains or losses resulting from observable price changes are recognized currently in the Company's unaudited condensed consolidated statements of operations.
+Added: The Company assesses the investments whenever events or changes in circumstances indicate that the carrying value of the investments may not be recoverable.
Variable Interest Entity and Redeemable Non-Controlling Interest
3 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 October 31, 2022, the Company controls a majority of the outstanding common stock in nCino K.K.
−Removed: NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
−Removed: (In thousands, except share and per share amounts and unless otherwise indicated)
+Added: As of April 30, 2023, 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.
3 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 $ 3.6 million at October 31, 2022.
+Added: The estimated redemption value of the call/put option embedded in the redeemable non-controlling interest was $ 3.2 million at April 30, 2023.
+Added: NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
+Added: (In thousands, except share and per share amounts and unless otherwise indicated)
The following table summarizes the activity in the redeemable non-controlling interests for the period indicated below:
−Removed: Three Months Ended October 31, Nine Months Ended October 31,
−Removed: 2021 2022 2021 2022
+Added: Three Months Ended April 30,
Balance, beginning of period $ 2,882 $ 3,589
11 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 October 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, 2023 and April 30, 2023 because of the relatively short duration of these instruments.
The carrying amount of any outstanding borrowings on the Company's revolving credit facility approximates fair value due to the variable interest rates of the borrowings.
−Removed: NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
−Removed: (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 October 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, 2023 and April 30, 2023 and indicates the fair value hierarchy of the valuation:
Fair value measurements on a recurring basis as of January 31, 2023
3 unchanged sentences
Total assets $ 17,531 $ — $ —
−Removed: Fair value measurements on a recurring basis as of October 31, 2022
+Added: NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
+Added: (In thousands, except share and per share amounts and unless otherwise indicated)
+Added: Fair value measurements on a recurring basis as of April 30, 2023
Level 1 Level 2 Level 3
Money market accounts (included in cash and cash equivalents) $ 54,903 $ — $ —
+Added: Time deposits (included in prepaid expenses and other current assets) 160 — —
Time deposits (included in other long-term assets) 201 — —
2 unchanged sentences
Financial Assets and Liabilities Measured at Fair Value on a Non-Recurring Basis
−Removed: 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 nine months ended October 31, 2021 and 2022, respectively.
+Added: The Company's assets measured at fair value on a nonrecurring basis include the investments accounted for under the measurement alternative.
+Added: There was no adjustment or impairment recognized for the three months ended April 30, 2022 and 2023, respectively.
Revenues by Geographic Area
Revenues by geographic region were as follows:
−Removed: Three Months Ended October 31, Nine Months Ended October 31,
−Removed: 2021 2022 2021 2022
+Added: Three Months Ended April 30,
United States $ 79,929 $ 94,446
4 unchanged sentences
No country outside the United States represented 10% or more of total revenues.
−Removed: NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
−Removed: (In thousands, except share and per share amounts and unless otherwise indicated)
Contract Amounts
Accounts Receivable
−Removed: Accounts receivable, less allowance for doubtful accounts, is as follows as of January 31, 2022 and October 31, 2022:
−Removed: As of January 31, 2022 As of October 31, 2022
+Added: Accounts receivable, less allowance for doubtful accounts, is as follows as of January 31, 2023 and April 30, 2023:
+Added: As of January 31, 2023 As of April 30, 2023
Trade accounts receivable $ 94,729 $ 75,333
3 unchanged sentences
Total accounts receivable, net $ 99,497 $ 81,229
−Removed: 1 Includes $ 0.5 million and $ 0.1 million income tax receivable of as of January 31, 2022 and October 31, 2022, respectively.
+Added: 1 Includes $ 0.1 million income tax receivable of as of January 31, 2023 and April 30, 2023.
+Added: NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
+Added: (In thousands, except share and per share amounts and unless otherwise indicated)
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 nine months ended October 31, 2022, $ 114.6 million of revenues were recognized out of the deferred revenue balance as of January 31, 2022.
+Added: During the three months ended April 30, 2023, $ 68.5 million of revenues were recognized out of the deferred revenue balance as of January 31, 2023.
Transaction price allocated to remaining performance obligations represents contracted revenues that have not yet been recognized, which includes both deferred revenue and amounts that will be invoiced and recognized as revenues in future periods.
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 $ 919.2 million as of October 31, 2022.
+Added: Remaining performance obligations were $ 914.0 million as of April 30, 2023.
The Company expects to recognize approximately 68 % of its remaining performance obligation as revenues in the next 24 months, approximately 28 % more in the following 25 to 48 months, and the remainder thereafter.
−Removed: NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
−Removed: (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 October 31, 2022
+Added: As of January 31, 2023 As of April 30, 2023
Furniture and fixtures $ 10,730 $ 11,929
1 unchanged sentence
Buildings and land 1
+Added: 56,379 56,379
Leasehold improvements 28,702 27,607
1 unchanged sentence
104,845 105,553
−Removed: 76,168 102,592
Less accumulated depreciation ( 20,403 ) ( 22,071 )
$ 84,442 $ 83,482
−Removed: 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.
−Removed: See Note 14 "Commitments and Contingencies" for additional details including future commitments and Note 17 "Subsequent Events."
+Added: 1 See Note 12 "Commitments and Contingencies."
The Company recognized depreciation expense as follows:
−Removed: Three Months Ended October 31, Nine Months Ended October 31,
−Removed: 2021 2022 2021 2022
+Added: Three Months Ended April 30,
Cost of subscription revenues $ 90 $ 137
4 unchanged sentences
Total depreciation expense $ 1,427 $ 2,026
−Removed: Business Combinations
−Removed: On January 7, 2022 (the "Acquisition Date") through a series of mergers, the Company acquired all outstanding membership interests of SimpleNexus which provides mobile-first homeownership software that spans engagement, origination, closing and business intelligence, headquartered in Lehi, Utah.
−Removed: The Company acquired SimpleNexus for its complementary products and mobile-first offerings and believes this will provide greater value for new and existing customers.
−Removed: The business combination is considered a related party transaction as entities affiliated with Insight Partners (“Insight Partners”) were equityholders of SimpleNexus and certain other parties in connection with the series of mergers, and other affiliates of Insight Partners are currently significant stockholders of the Company.
−Removed: The Company has included the financial results of SimpleNexus in the consolidated statements of operations from the Acquisition Date.
−Removed: The transaction costs associated with the acquisition were approximately $ 10.0 million and were recorded in general and administrative expenses for the fiscal year ended January 31, 2022.
−Removed: The Company also recognized $ 0.2 million in stock issuance costs associated with the share consideration that were reported as a reduction of additional paid-in capital within stockholders' equity.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share amounts and unless otherwise indicated)
−Removed: The fair value of the consideration transferred was $ 933.6 million on the Acquisition Date, subject to a net working capital adjustment.
−Removed: The net working capital adjustment was finalized in July 2022, resulting in a decrease to the purchase price of $ 0.7 million which was recorded to goodwill.
−Removed: The total consideration transferred is as follows:
−Removed: Total Consideration
−Removed: Cash consideration to members $ 286,086
−Removed: Voting common stock issued ( 12,762,146 shares) 1
−Removed: Net working capital adjustment ( 676 )
−Removed: Total consideration $ 932,919
−Removed: 1 The Company assumed a restricted stock award with an estimated fair value of $ 1.4 million.
−Removed: $ 0.3 million was allocated to the purchase consideration and $ 1.1 million was allocated to future services and will be expensed over the service period remaining in fiscal 2023 on a straight-line basis.
−Removed: The number of shares for stock consideration was based on a 20-day volume weighted average price fair value of $ 72.53 established prior to and including November 12, 2021 to determine the number of shares to be issued on the Acquisition Date.
−Removed: 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, including measurement period adjustments recorded, as of October 31, 2022:
−Removed: Cash and cash equivalents $ 17,038
−Removed: Accounts receivable 6,100
−Removed: Property and equipment, net 1,010
−Removed: Operating lease right-of-use assets 3,549
−Removed: Other current and noncurrent assets 4,641
−Removed: Intangible assets 162,000
−Removed: Goodwill 784,480
−Removed: Accounts payable, accrued expenses, and other liabilities, current and noncurrent ( 8,284 )
−Removed: Deferred revenue, current and noncurrent ( 8,643 )
−Removed: Operating lease liabilities, current and noncurrent ( 3,487 )
−Removed: Deferred income taxes ( 25,485 )
−Removed: Net assets acquired $ 932,919
−Removed: The transaction was accounted for using the acquisition method and, as a result, tangible and intangible assets acquired and liabilities assumed were recorded at their estimated fair values at the Acquisition Date.
−Removed: Any excess consideration over the fair value of the assets acquired and liabilities assumed was recognized as goodwill and is subject to revision as the purchase price allocation is completed.
−Removed: 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 all tax returns for the pre-acquisition period are completed.
−Removed: 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.
−Removed: As the initial acquisition accounting is based on preliminary assessments, actual values may differ materially when final information
−Removed: NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
−Removed: (In thousands, except share and per share amounts and unless otherwise indicated)
−Removed: becomes available.
−Removed: The Company believes the information gathered to date provides a reasonable basis for estimating the preliminary fair values of assets acquired and liabilities assumed.
−Removed: The Company will continue to evaluate these items until they are satisfactorily resolved and make necessary adjustments, within the allowable measurement period.
−Removed: The following table sets forth the components of the preliminary fair value of identifiable intangible assets and their estimated useful lives over which the acquired intangible assets will be amortized on a straight-line basis, as this approximates the pattern in which economic benefits of the assets are consumed as of the Acquisition Date:
−Removed: Fair Value Useful Life
−Removed: Developed technology $ 77,500 5 years
−Removed: Customer relationships 70,000 10 years
−Removed: Trade name 14,500 6 years
−Removed: Total intangible assets subject to amortization $ 162,000
−Removed: Developed technology represents the preliminarily estimated fair value of SimpleNexus’ technology.
−Removed: Customer relationships represent the preliminarily estimated fair value of the underlying relationships with SimpleNexus' customers.
−Removed: Trade names represents the preliminarily estimated fair value of SimpleNexus’ company name.
−Removed: Goodwill is primarily attributable to expanded market opportunities, synergies expected from the acquisition, and assembled workforce and approximately $ 189.2 million is expected to be deductible for tax purposes.
Goodwill and Intangible Assets
1 unchanged sentence
Balance, January 31, 2023 $ 839,440
−Removed: SimpleNexus net working capital purchase adjustment ( 676 )
Translation adjustments ( 516 )
−Removed: Balance, October 31, 2022 $ 839,918
+Added: Balance, April 30, 2023 $ 838,924
Intangible assets
Intangible assets, net are as follows:
−Removed: As of January 31, 2022 As of October 31, 2022
+Added: As of January 31, 2023 As of April 30, 2023
Amount Accumulated
2 unchanged sentences
Amortization Net Carrying
−Removed: Acquired developed technology $ 83,625 $ ( 4,804 ) $ 78,821 $ 83,412 $ ( 17,415 ) $ 65,997
+Added: Developed technology $ 83,605 $ ( 21,818 ) $ 61,787 $ 83,481 $ ( 25,965 ) $ 57,516
Customer relationships 91,710 ( 13,418 ) 78,292 91,705 ( 15,584 ) 76,121
2 unchanged sentences
$ 190,860 $ ( 38,035 ) $ 152,825 $ 190,729 $ ( 45,033 ) $ 145,696
−Removed: NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
−Removed: (In thousands, except share and per share amounts and unless otherwise indicated)
−Removed: The Company recognized amortization expense as follows:
−Removed: Three Months Ended October 31, Nine Months Ended October 31,
−Removed: 2021 2022 2021 2022
+Added: The Company recognized amortization expense for intangible assets as follows:
+Added: Three Months Ended April 30,
Cost of subscription revenues $ 4,262 $ 4,251
2 unchanged sentences
Total amortization expense $ 7,033 $ 7,105
−Removed: The expected future amortization expense for intangible assets as of October 31, 2022 is as follows:
+Added: The expected future amortization expense for intangible assets as of April 30, 2023 is as follows:
Fiscal Year Ending January 31,
3 unchanged sentences
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.
−Removed: Reseller Agreement
−Removed: The 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.
−Removed: 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 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.
−Removed: 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 nine months ended October 31, 2021 and was no longer considered a related party for the three and nine months ended October 31, 2022.
−Removed: 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.
−Removed: The Company continues to do business with the reseller.
−Removed: See also Note 15 "Related-Party Transactions."
+Added: NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
+Added: (In thousands, except share and per share amounts and unless otherwise indicated)
Stockholders’ Equity
−Removed: At October 31, 2022, the Company committed a total of 30,234,989 shares of common stock for future issuance as follows:
+Added: At April 30, 2023, the Company committed a total of 35,663,524 shares of common stock for future issuance as follows:
Issued and outstanding stock options 1,761,555
1 unchanged sentence
Possible issuance under stock plans 30,798,898
−Removed: NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
−Removed: (In thousands, except share and per share amounts and unless otherwise indicated)
Stock-Based Compensation
Stock Options
−Removed: Stock option activity for the nine months ended October 31, 2022 was as follows:
+Added: Stock option activity for the three months ended April 30, 2023 was as follows:
Shares Weighted
3 unchanged sentences
Exercised ( 247,518 ) 6.47
−Removed: Outstanding, October 31, 2022 2,161,088 $ 6.64
−Removed: Exercisable, October 31, 2022 2,097,025 $ 6.33
−Removed: Fully vested or expected to vest, October 31, 2022 2,154,682 $ 6.61
−Removed: 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").
+Added: Outstanding, April 30, 2023 1,761,555 $ 6.64
+Added: Exercisable, April 30, 2023 1,740,055 $ 6.49
+Added: Fully vested or expected to vest, April 30, 2023 1,759,405 $ 6.62
+Added: As of April 30, 2023, there was $ 0.04 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 0.43 years.
Restricted Stock Units
−Removed: RSU activity during the nine months ended October 31, 2022 was as follows:
+Added: RSU activity during the three months ended April 30, 2023 was as follows:
Shares Weighted Average
4 unchanged sentences
Forfeited ( 107,015 ) 46.31
−Removed: Nonvested, October 31, 2022 4,000,187 $ 45.36
−Removed: 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.
+Added: Nonvested, April 30, 2023 3,103,071 $ 42.12
+Added: As of April 30, 2023, total unrecognized compensation expense related to non-vested RSUs was $ 106.6 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 2.73 years.
1 unchanged sentence
The first offering period for the Employee Stock Purchase Plan ("ESPP") began on July 1, 2021 and ended on December 31, 2021.
−Removed: Thereafter, offering periods will begin on January 1 and July 1.
−Removed: 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:
−Removed: (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 October 31, 2022, total unrecognized compensation expense related to the ESPP was $ 0.3 million.
−Removed: 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.
+Added: Thereafter, offering periods begin each year on January 1 and July 1.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share amounts and unless otherwise indicated)
+Added: The fair value of ESPP shares during the three months ended April 30, 2022 and 2023 was estimated at the date of grant using the Black-Scholes option valuation model based on assumptions as follows for ESPP awards:
+Added: Three Months Ended April 30,
+Added: Expected life (in years) 0.50 0.50
+Added: Expected volatility 49.65 % 61.86 %
+Added: Expected dividends 0.00 % 0.00 %
+Added: Risk-free interest rate 0.22 % 4.77 %
+Added: As of April 30, 2023, total unrecognized compensation expense related to the ESPP was $ 0.4 million.
+Added: That cost is expected to be recognized over the remaining term of the offering period that began on January 1, 2023 and will end on June 30, 2023.
Stock-Based Compensation Expense
−Removed: Total stock-based compensation expense included in our consolidated statements of operations were as follows:
−Removed: Three Months Ended October 31, Nine Months Ended October 31,
−Removed: 2021 2022 2021 2022
+Added: Total stock-based compensation expense included in our unaudited condensed consolidated statements of operations were as follows:
+Added: Three Months Ended April 30,
Cost of subscription revenues $ 376 $ 314
5 unchanged sentences
Operating Leases
−Removed: 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 .
+Added: The Company leases its facilities and a portion of its equipment under various non-cancellable agreements, which expire at various times through July 2028, some of which include options to extend for up to five years .
The components of lease expense were as follows:
−Removed: Three Months Ended October 31, Nine Months Ended October 31,
−Removed: 2021 2022 2021 2022
+Added: Three Months Ended April 30,
Operating lease expense $ 965 $ 1,305
2 unchanged sentences
Total $ 1,328 $ 1,888
−Removed: Supplemental cash flow information related to operating leases were as follows:
−Removed: Nine Months Ended October 31,
−Removed: Cash paid for amounts included in the measurement of operating lease liabilities $ 2,212 $ 3,079
−Removed: 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 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 October 31, 2022 were as follows:
+Added: Supplemental cash flow information related to operating leases were as follows:
+Added: Three Months Ended April 30,
+Added: Cash paid for amounts included in the measurement of operating lease liabilities $ 1,006 $ 1,106
+Added: Operating right-of-use assets obtained in exchange for operating lease liabilities 10 132
+Added: The weighted-average remaining lease term and weighted-average discount rate for the Company's operating lease liabilities as of April 30, 2023 were 3.42 years and 4.6 %, respectively.
+Added: Future minimum lease payments as of April 30, 2023 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 October 31, 2022 on the Company's unaudited condensed consolidated balance sheets.
−Removed: 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 October 31, 2022, unamortized debt issuance costs were $ 0.2 million and are included in other long-term assets.
+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
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share amounts and unless otherwise indicated)
−Removed: 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.
−Removed: As of October 31, 2022, the applicable interest rate was approximately 4.15 %.
−Removed: The available borrowing capacity under the Credit Facility was $ 20.0 million as of October 31, 2022.
+Added: which is considered restricted cash and is included in other long-term assets as of January 31, 2023 and prepaid expenses and other current assets as of April 30, 2023 on the Company's unaudited condensed consolidated balance sheets.
+Added: 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.
+Added: The Company had $ 30.0 million and $ 15.0 million outstanding and no letters of credit issued under the Credit Facility and was in compliance with all covenants as of January 31, 2023 and April 30, 2023, respectively.
+Added: As of April 30, 2023, the applicable interest rate was 5.91 %.
+Added: The available borrowing capacity under the Credit Facility was $ 35.0 million as of April 30, 2023.
Commitments and Contingencies
+Added: In addition to the operating lease commitments described in Note 10 "Leases", the Company has additional contractual commitments as described further below.
Purchase Commitments
The Company’s purchase commitments consist of non-cancellable agreements to purchase goods and services, primarily licenses and hosting services, entered into in the ordinary course of business.
−Removed: Financing Obligations and Construction Liabilities
−Removed: The Company entered into a new lease agreement for the Company's headquarters in November 2020 with a new lessor.
−Removed: The lease goes through 2035 with options to renew.
−Removed: 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 the Company's headquarters for accounting purposes.
−Removed: 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.
−Removed: Upon expiration of the purchase option in the lease, the lease will be analyzed for applicable lease accounting.
+Added: Financing Obligations
+Added: The Company entered into a lease agreement for the Company's headquarters in November 2020 in connection with a new lessor acquiring the property.
+Added: Due to a purchase option contained in that lease, the Company is deemed to have continuing involvement and is considered to be the owner of the Company's headquarters for accounting purposes.
+Added: As a result, the Company did not meet the criteria to apply sale-leaseback accounting and therefore, recorded an asset and corresponding financing obligation for $ 16.3 million at inception of that lease.
The fair value of the leased property and corresponding financing obligation are included in property and equipment, net and financing obligations on the unaudited condensed consolidated balance sheets, respectively.
3 unchanged sentences
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.
−Removed: 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.
−Removed: Upon completion of the additional building, the construction liability will be recorded as a financing obligation.
−Removed: Upon expiration of the purchase option in the lease, the lease will be analyzed for applicable lease accounting.
−Removed: 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.
−Removed: See also Note 17 "Subsequent Events."
+Added: Due to a purchase option contained in that April 2021 lease, the Company is also deemed to be the owner of the additional building for accounting purposes, the costs associated with the construction of the additional building were capitalized as construction in progress with a corresponding construction liability through construction.
+Added: Upon completion of the additional building in November 2022, for approximately $ 22.4 million, the costs of the construction in progress and the corresponding construction liability were reclassified to property and equipment, net and financing obligations on the unaudited condensed consolidated balance sheets, respectively, and the term of the Company's November 2020 lease for its headquarters and the related parking deck became coterminous with the April 2021 lease.
+Added: The term of the April 2021 lease expires in October 2037 with options to extend.
+Added: The purchase option expires if not exercised on or before November 30, 2026.
+Added: The leases will be analyzed for applicable lease accounting upon expiration of the purchase option, if not exercised.
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 October 31, 2022 is as follows:
+Added: Purchase commitments and future minimum lease payments required under financing obligations as of April 30, 2023 is as follows:
Fiscal Year Ending January 31, Purchase commitments Financing obligations - leased facility
3 unchanged sentences
2027 1,336 3,950
−Removed: 2027 1,104 2,996
−Removed: Thereafter — 33,260
Total $ 11,405 $ 16,470
2 unchanged sentences
Financing obligations $ 55,136
+Added: A portion of the associated lease payments are recognized as interest expense and the remainder reduces the financing obligations.
+Added: The weighted-average discount rate for the Company's financing obligations as of April 30, 2023 was 5.7 %.
Indemnification
5 unchanged sentences
From time to time, the Company is involved in legal proceedings or is subject to claims arising in the ordinary course of business including the following:
−Removed: 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.
+Added: On February 23, 2021, the Company and certain of its officers and other employees were served with grand jury subpoenas wherein the Antitrust Division of the Department of Justice (the "DOJ") was seeking documents and information in connection with an investigation of the Company’s hiring and wage practices under U.S.
federal antitrust laws.
−Removed: The Company has retained outside counsel and is fully cooperating with the authorities.
−Removed: 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.
+Added: On February 8, 2023, the DOJ informed the Company that the investigation is closed.
+Added: No fines, sanctions, actions, or penalties were imposed or taken against the Company or its officers or other employees in connection with the matter, and the costs the Company was incurring cooperating with the investigation have now ceased.
On March 12, 2021, a putative class action complaint was filed in the United States District Court for the Eastern District of North Carolina (the "District Court").
7 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.
+Added: NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
+Added: (In thousands, except share and per share amounts and unless otherwise indicated)
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.
2 unchanged sentences
(f/k/a nCino, Inc.) v.
−Removed: INSIGHT VENTURE PARTNERS,
−Removed: NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
−Removed: (In thousands, except share and per share amounts and unless otherwise indicated)
−Removed: LLC, et al., C.A.
+Added: INSIGHT VENTURE PARTNERS, LLC, et al., C.A.
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.
12 unchanged sentences
Related-Party Transactions
−Removed: The Company’s largest vendor is also an equityholder in the Company.
−Removed: 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.
−Removed: The Company has a non-cancellable agreement for the purchase of services.
−Removed: In November 2022, this agreement was renewed for one year and expires in December 2023.
−Removed: 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 nine months ended October 31, 2021 and was no longer considered a related party for the three and nine months ended October 31, 2022.
−Removed: 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.
−Removed: 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.
−Removed: See also Note 17 "Subsequent Events."
+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 and is included in investments as of January 31, 2023 and April 30, 2023 on the Company's unaudited condensed consolidated balance sheets.
+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 May 23, 2023, the Company announced a strategic partnership with Zest AI to build an integration into the Company's consumer banking solution to enable lenders with streamlined access to consumer credit lending insights.
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 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.
+Added: Diluted loss per share for the three months ended April 30, 2022 and 2023 and for the three months ended April 30, 2022 and 2023 is the same as the basic loss per share as there was a net loss for those periods, and inclusion of potentially issuable shares was anti-dilutive.
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 October 31, Nine Months Ended October 31,
−Removed: 2021 2022 2021 2022
+Added: Three Months Ended April 30,
Basic and diluted loss per share:
4 unchanged sentences
$ ( 0.28 ) $ ( 0.10 )
−Removed: 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: Nine Months Ended October 31,
+Added: The following potential outstanding common stock were excluded from the diluted loss per share computation because the effect would have been anti-dilutive:
+Added: Three Months Ended April 30,
Stock options issued and outstanding 2,463,322 1,761,555
1 unchanged sentence
Shares issuable pursuant to the ESPP 70,817 98,750
+Added: Restructuring
+Added: In the fourth quarter of fiscal 2023, the Company announced a workforce reduction of approximately 7 % and office space reductions in certain markets (collectively, the “restructuring plan”) in furtherance of its efforts to improve operating margins and advance the Company’s objective of profitable growth.
+Added: Lease termination costs were accounted for in accordance with ASC 842, Leases.
+Added: The Company paid $ 0.8 million in the fourth quarter of fiscal 2023 to exercise an early termination clause to exit a facility during fiscal 2024, which was accounted for as a lease modification.
+Added: The Company incurred charges in the in the fourth quarter of the Company’s fiscal 2023 of $ 4.8 million in connection with the restructuring plan.
+Added: The accrual for severance and related benefit costs of $ 5.0 million for terminated employees was included in accrued compensation and benefits on the consolidated balance sheets as of January 31, 2023 and was paid in the first quarter of the Company’s fiscal 2024.
+Added: NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
+Added: (In thousands, except share and per share amounts and unless otherwise indicated)
+Added: The Company’s restructuring charges for the three months ended April 30, 2023 were as follows:
+Added: Three Months Ended April 30, 2023
+Added: Lease exit fees 1
+Added: Cost of subscription revenues $ 18
+Added: Cost of professional services and other revenues 46
+Added: Sales and marketing 38
+Added: Research and development 134
+Added: General and administrative 3
+Added: 1 These expenses reduced operating lease right-of-use assets on the unaudited condensed consolidated balance sheets .
+Added: The Company had no restructuring charges for the three months ended April 30, 2022.
Subsequent Events
−Removed: 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.
−Removed: The lease extends through 2037 with options to renew, and rental payments commenced in October 2022.
−Removed: The Company is deemed to have continuing involvement and therefore is considered to be the owner for accounting purposes.
−Removed: 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.
−Removed: The term of the Company's current headquarters and parking deck, as disclosed in Note 14 "Commitments and Contingencies," is coterminous with this lease.
−Removed: On November 1, 2022, the Company's wholly-owned subsidiary, nCino OpCo, acquired preferred shares of ZestFinance, Inc.
−Removed: (d/b/a ZEST AI) ("Zest AI"), a private company, for $ 2.5 million.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: Spruill will also serve as a member of the audit committee.
−Removed: 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.
+Added: On May 1, 2023, the Company granted 2,975,663 RSUs to the Company's employees, including executive officers.
+Added: The Company expects to recognize stock-based compensation expense of $ 72.9 million related to the RSUs over a weighted average period of 4 years.
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.