Cover
Cover - USD ($) $ in Millions | 12 Months Ended | ||
Jan. 31, 2021 | Mar. 26, 2021 | Jul. 31, 2020 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Jan. 31, 2021 | ||
Current Fiscal Year End Date | --01-31 | ||
Document Transition Report | false | ||
Entity File Number | 001-39380 | ||
Entity Registrant Name | nCino, Inc. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 46-4353148 | ||
Entity Address, Address Line One | 6770 Parker Farm Drive | ||
Entity Address, City or Town | Wilmington | ||
Entity Address, State or Province | NC | ||
Entity Address, Postal Zip Code | 28405 | ||
City Area Code | 888 | ||
Local Phone Number | 676-2466 | ||
Title of 12(b) Security | Common stock, par value $0.0005 per share | ||
Trading Symbol | NCNO | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
ICFR Auditor Attestation Flag | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 4,100 | ||
Entity Common Stock, Shares Outstanding | 94,367,482 | ||
Documents Incorporated by Reference | DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s Definitive Proxy Statement for the 2021 Annual Meeting of Stockholders (the "Proxy Statement") are incorporated herein by reference in Part II and Part III of this Annual Report on Form 10-K to the extent stated herein. Such Definitive Proxy Statement will be filed with the Securities and Exchange Commission within 120 days of the registrant’s fiscal year ended January 31, 2021 . | ||
Entity Central Index Key | 0001566895 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Jan. 31, 2021 | Jan. 31, 2020 |
Current assets | ||
Cash and cash equivalents (VIE: $8,892 and $7,425 at January 31, 2020 and January 31, 2021, respectively) | $ 371,425 | $ 91,184 |
Accounts receivable, less allowance for doubtful accounts of $0 and $88 at January 31, 2020 and January 31, 2021, respectively | 55,517 | 34,205 |
Accounts receivable, related parties | 0 | 9,201 |
Costs capitalized to obtain revenue contracts, current portion, net | 4,864 | 3,608 |
Prepaid expenses and other current assets | 10,425 | 7,079 |
Total current assets | 442,231 | 145,277 |
Property and equipment, net | 29,943 | 13,477 |
Costs capitalized to obtain revenue contracts, noncurrent, net | 10,191 | 7,000 |
Goodwill | 57,149 | 55,840 |
Intangible assets, net | 23,137 | 26,093 |
Other long-term assets | 750 | 2,464 |
Total assets | 563,401 | 250,151 |
Current liabilities | ||
Accounts payable | 1,634 | 1,258 |
Accounts payable, related parties | 4,363 | 3,408 |
Accrued commissions | 12,500 | 7,862 |
Other accrued expenses | 7,527 | 4,922 |
Deferred rent, current portion | 203 | 183 |
Deferred revenue, current portion | 89,141 | 50,929 |
Financing obligation, current portion | 324 | 0 |
Total current liabilities | 115,692 | 76,575 |
Deferred income taxes, noncurrent | 368 | 194 |
Deferred rent, noncurrent | 1,486 | 1,558 |
Deferred revenue, noncurrent | 946 | 0 |
Financing obligation, noncurrent | 15,939 | 0 |
Other long-term liabilities | 0 | 195 |
Total liabilities | 134,431 | 78,522 |
Commitments and contingencies (Notes 9, 14 and 15) | ||
Redeemable non-controlling interest (Note 3) | 3,791 | 4,356 |
Stockholders’ equity | ||
Preferred stock, $0.001 par value; 1,000,000 and 10,000,000 shares authorized as of January 31, 2020 and January 31, 2021, respectively; and none issued and outstanding as of January 31, 2020 and January 31, 2021, respectively | 0 | 0 |
Common stock, value, issued | 47 | 0 |
Additional paid-in capital | 585,956 | 288,564 |
Accumulated other comprehensive (loss) income | 240 | (408) |
Accumulated deficit | (161,064) | (120,924) |
Total stockholders’ equity | 425,179 | 167,273 |
Total liabilities, redeemable non-controlling interest, and stockholders’ equity | 563,401 | 250,151 |
Affiliated Entity | ||
Current liabilities | ||
Deferred revenue, current portion | 0 | 8,013 |
Voting Common Stock | ||
Stockholders’ equity | ||
Common stock, value, issued | 0 | 38 |
Nonvoting Common Stock | ||
Stockholders’ equity | ||
Common stock, value, issued | $ 0 | $ 3 |
Consolidated Balance Sheets - (
Consolidated Balance Sheets - (Parenthetical) - USD ($) $ in Thousands | Jan. 31, 2021 | Jan. 31, 2020 |
Cash and cash equivalents (VIE: $8,892 and $7,425 at January 31, 2020 and January 31, 2021, respectively) | $ 371,425 | $ 91,184 |
Accounts receivable, less allowance for doubtful accounts of $0 and $88 at January 31, 2020 and January 31, 2021, respectively | $ 88 | $ 0 |
Preferred stock, par value (in USD per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized (in shares) | 10,000,000 | 1,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in USD per share) | $ 0.0005 | $ 0.0005 |
Common stock, shares authorized (in shares) | 500,000,000 | 0 |
Common stock, shares, issued (in shares) | 93,643,759 | 0 |
Common stock, shares outstanding (in shares) | 93,643,759 | 0 |
Voting Common Stock | ||
Common stock, par value (in USD per share) | $ 0.0005 | $ 0.0005 |
Common stock, shares authorized (in shares) | 0 | 99,708,247 |
Common stock, shares, issued (in shares) | 0 | 75,596,007 |
Common stock, shares outstanding (in shares) | 0 | 75,596,007 |
Nonvoting Common Stock | ||
Common stock, par value (in USD per share) | $ 0.0005 | $ 0.0005 |
Common stock, shares authorized (in shares) | 0 | 10,291,753 |
Common stock, shares, issued (in shares) | 0 | 5,931,319 |
Common stock, shares outstanding (in shares) | 0 | 5,931,319 |
Variable Interest Entity, Primary Beneficiary | ||
Cash and cash equivalents (VIE: $8,892 and $7,425 at January 31, 2020 and January 31, 2021, respectively) | $ 7,425 | $ 8,892 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | |||
Jan. 31, 2021 | Jan. 31, 2020 | Jan. 31, 2019 | ||
Revenues | ||||
Total revenues | $ 204,293 | $ 138,180 | $ 91,534 | |
Cost of revenues | ||||
Total cost of revenues | 88,135 | 64,070 | 46,451 | |
Gross profit | 116,158 | 74,110 | 45,083 | |
Operating expenses | ||||
Sales and marketing | [1] | 59,731 | 44,440 | 31,278 |
Research and development | [1] | 58,263 | 35,304 | 22,230 |
General and administrative | [1] | 40,772 | 22,536 | 14,791 |
Total operating expenses | 158,766 | 102,280 | 68,299 | |
Loss from operations | (42,608) | (28,170) | (23,216) | |
Non-operating income (expense) | ||||
Interest income | 361 | 988 | 1,193 | |
Interest expense | (130) | 0 | 0 | |
Other income (expense), net | 1,693 | 33 | (89) | |
Loss before income tax expense | (40,684) | (27,149) | (22,112) | |
Income tax expense | 586 | 586 | 194 | |
Net loss | (41,270) | (27,735) | (22,306) | |
Net loss attributable to redeemable non-controlling interest (Note 3) | (1,130) | (141) | 0 | |
Adjustment attributable to redeemable non-controlling interest (Note 3) | 396 | 0 | 0 | |
Net loss attributable to nCino, Inc. | $ (40,536) | $ (27,594) | $ (22,306) | |
Net loss per share attributable to nCino, Inc.: | ||||
Basic and diluted (in USD per share) | $ (0.46) | $ (0.35) | $ (0.30) | |
Weighted average number of common shares outstanding: | ||||
Basic and diluted (in shares) | 87,678,323 | 78,316,794 | 74,593,709 | |
License and Service | ||||
Revenues | ||||
Total revenues | $ 162,439 | $ 103,265 | $ 64,458 | |
Cost of revenues | ||||
Total cost of revenues | [1] | 47,969 | 31,062 | 19,995 |
Professional Services | ||||
Revenues | ||||
Total revenues | 41,854 | 34,915 | 27,076 | |
Cost of revenues | ||||
Total cost of revenues | [1] | $ 40,166 | $ 33,008 | $ 26,456 |
[1] | 1 Includes stock-based compensation expense as follows: Fiscal Year Ended January 31, 2019 2020 2021 Cost of subscription revenues $ 243 $ 277 $ 576 Cost of professional services revenues 1,244 1,240 4,232 Sales and marketing 1,078 1,260 6,190 Research and development 1,056 1,245 5,463 General and administrative 474 1,723 8,747 Total stock-based compensation expense $ 4,095 $ 5,745 $ 25,208 |
Consolidated Statements of Op_2
Consolidated Statements of Operations - (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 31, 2021 | Jan. 31, 2020 | Jan. 31, 2019 | |
Total stock-based compensation expense | $ 25,208 | $ 5,745 | $ 4,095 |
Sales and marketing | |||
Total stock-based compensation expense | 6,190 | 1,260 | 1,078 |
Research and development | |||
Total stock-based compensation expense | 5,463 | 1,245 | 1,056 |
General and administrative | |||
Total stock-based compensation expense | 8,747 | 1,723 | 474 |
License and Service | |||
Revenue from related parties | 2,439 | 7,768 | 7,929 |
Related party costs | 34,831 | 22,844 | 15,373 |
License and Service | Cost of subscription revenues | |||
Total stock-based compensation expense | 576 | 277 | 243 |
Professional Services | Cost of subscription revenues | |||
Total stock-based compensation expense | $ 4,232 | $ 1,240 | $ 1,244 |
Consolidated Statement of Compr
Consolidated Statement of Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 31, 2021 | Jan. 31, 2020 | Jan. 31, 2019 | |
Statement of Comprehensive Income [Abstract] | |||
Net loss | $ (41,270) | $ (27,735) | $ (22,306) |
Other comprehensive income (loss): | |||
Foreign currency translation | 817 | (403) | (27) |
Other comprehensive income (loss) | 817 | (403) | (27) |
Comprehensive loss | (40,453) | (28,138) | (22,333) |
Less comprehensive loss attributable to redeemable non-controlling interest: | |||
Net loss attributable to redeemable non-controlling interest | (1,130) | (141) | 0 |
Foreign currency translation attributable to redeemable non-controlling interest | 169 | (16) | 0 |
Comprehensive loss attributable to redeemable non-controlling interest | (961) | (157) | 0 |
Comprehensive loss attributable to nCino, Inc. | $ (39,492) | $ (27,981) | $ (22,333) |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders’ Equity - USD ($) $ in Thousands | Total | Cumulative Effect, Period of Adoption, Adjustment | Voting Common Stock | Common Stock | Common StockVoting Common Stock | Common StockNonvoting Common Stock | Additional Paid-in Capital | Other Comprehensive Income (Loss) | Accumulated Deficit | Accumulated DeficitCumulative Effect, Period of Adoption, Adjustment |
Balance, beginning of year (in shares) at Jan. 31, 2018 | 0 | 67,340,707 | 5,701,435 | |||||||
Balance, beginning of year at Jan. 31, 2018 | $ 78,014 | $ 0 | $ 33 | $ 3 | $ 160,418 | $ 6 | $ (82,446) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Exercise of stock options (in shares) | 2,845,482 | |||||||||
Exercise of stock options | 6,260 | $ 2 | 6,258 | |||||||
Stock-based compensation | 4,095 | 4,095 | ||||||||
Other comprehensive income (loss) | (27) | (27) | ||||||||
Net loss attributable to nCino, Inc. | (22,306) | (22,306) | ||||||||
Balance, end of year (in shares) at Jan. 31, 2019 | 0 | 70,186,189 | 5,701,435 | |||||||
Balance, end of year at Jan. 31, 2019 | 66,036 | $ 11,422 | $ 0 | $ 35 | $ 3 | 170,771 | (21) | (104,752) | $ 11,422 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Issuance of common stock in connection with initial public offering, net of underwriting discounts and commissions (in shares) | 3,448,276 | 229,885 | ||||||||
Issuance of common stock in connection with initial public offering, net of underwriting discounts and commissions | 79,948 | $ 2 | 79,946 | |||||||
Costs in connection with initial public offering | (52) | |||||||||
Stock issuance related to business combinations (in shares) | 1,502,772 | |||||||||
Stock issuance related to business combinations | 25,204 | $ 1 | 25,203 | |||||||
Contingent consideration related to business combinations | 5,857 | 5,857 | ||||||||
Exercise of stock options (in shares) | 458,770 | 1 | ||||||||
Exercise of stock options | 1,042 | 1,042 | ||||||||
Stock-based compensation | 5,745 | 5,745 | ||||||||
Other comprehensive income (loss) | (387) | (387) | ||||||||
Net loss attributable to nCino, Inc. | (27,594) | (27,594) | ||||||||
Balance, end of year (in shares) at Jan. 31, 2020 | 0 | 75,596,007 | 5,931,319 | |||||||
Balance, end of year at Jan. 31, 2020 | 167,273 | $ 0 | $ 38 | $ 3 | 288,564 | (408) | (120,924) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Issuance of common stock in connection with initial public offering, net of underwriting discounts and commissions (in shares) | 9,269,000 | |||||||||
Issuance of common stock in connection with initial public offering, net of underwriting discounts and commissions | 268,375 | $ 5 | 268,370 | |||||||
Costs in connection with initial public offering | $ (4,534) | (4,534) | ||||||||
Exercise of stock options (in shares) | 2,308,699 | 1,983,169 | 325,530 | |||||||
Exercise of stock options | $ 8,745 | $ 1 | 8,744 | |||||||
Reclassification of voting and non-voting common stock (in shares) | (81,852,856) | (75,921,537) | (5,931,319) | |||||||
Reclassification of voting and non-voting common stock | $ 41 | $ (38) | $ (3) | |||||||
Stock issuance upon vesting of restricted stock units (in shares) | 253,042 | |||||||||
Stock issuance of contingent consideration (in shares) | 285,692 | |||||||||
Stock-based compensation | 25,208 | 25,208 | ||||||||
Other comprehensive income (loss) | 648 | 648 | ||||||||
Net loss attributable to nCino, Inc. | (40,536) | (396) | (40,140) | |||||||
Balance, end of year (in shares) at Jan. 31, 2021 | 93,643,759 | 0 | 0 | |||||||
Balance, end of year at Jan. 31, 2021 | $ 425,179 | $ 47 | $ 0 | $ 0 | $ 585,956 | $ 240 | $ (161,064) |
Consolidated Statements of St_2
Consolidated Statements of Stockholders’ Equity - (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | |
Jan. 31, 2021 | Jan. 31, 2020 | |
Statement of Stockholders' Equity [Abstract] | ||
Issuance costs | $ 4,534 | $ 52 |
Consolidated Statement of Cash
Consolidated Statement of Cash Flows (Statement) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 31, 2021 | Jan. 31, 2020 | Jan. 31, 2019 | |
Cash flows from operating activities | |||
Net loss attributable to nCino, Inc. | $ (40,536) | $ (27,594) | $ (22,306) |
Net loss and adjustment attributable to redeemable non-controlling interest | (734) | (141) | 0 |
Net loss | (41,270) | (27,735) | (22,306) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | |||
Depreciation and amortization | 7,431 | 4,609 | 1,458 |
Amortization of costs capitalized to obtain revenue contracts | 4,682 | 3,243 | 0 |
Stock-based compensation | 25,208 | 5,745 | 4,095 |
Deferred income taxes | 168 | 195 | 0 |
Provision for (recovery of) bad debt | 100 | (105) | 103 |
Net foreign currency gains | (1,691) | 0 | 0 |
Change in operating assets and liabilities: | |||
Accounts receivable | (20,614) | (9,289) | (10,212) |
Accounts receivable, related parties | 9,201 | (4,867) | 4,557 |
Costs capitalized to obtain revenue contracts | (8,967) | (5,631) | 0 |
Prepaid expenses and other assets | (3,342) | (1,628) | (1,185) |
Accounts payable and accrued expenses and other liabilities | 7,086 | 2,286 | 3,922 |
Accounts payable, related parties | 956 | 1,184 | 781 |
Deferred rent | (52) | 1,045 | 695 |
Deferred revenue | 38,339 | 20,873 | 14,214 |
Deferred revenue, related parties | (8,013) | 1,077 | (711) |
Net cash provided by (used in) operating activities | 9,222 | (8,998) | (4,589) |
Cash flows from investing activities | |||
Acquisition of business, net of cash acquired | 0 | (52,267) | 0 |
Purchases of property and equipment | (4,338) | (5,760) | (7,965) |
Net cash used in investing activities | (4,338) | (58,027) | (7,965) |
Cash flows from financing activities | |||
Proceeds from initial public offering, net of underwriting discounts and commissions | 268,375 | 0 | 0 |
Stock issuance costs | 2,765 | 52 | 0 |
Payments of costs related to initial public offering | (2,765) | (52) | 0 |
Investment from redeemable non-controlling interest | 0 | 4,513 | 0 |
Proceeds from stock issuance | 0 | 80,000 | 0 |
Payments of deferred costs | 0 | (1,412) | 0 |
Exercise of stock options | 8,745 | 1,042 | 6,260 |
Contingent consideration payments | (197) | 0 | 0 |
Principal payments on financing obligation | (37) | 0 | 0 |
Net cash provided by financing activities | 274,121 | 84,091 | 6,260 |
Effect of foreign currency exchange rate changes on cash and cash equivalents | 1,236 | (229) | (35) |
Net increase (decrease) in cash and cash equivalents | 280,241 | 16,837 | (6,329) |
Cash and cash equivalents, beginning of period | 91,184 | 74,347 | 80,676 |
Cash and cash equivalents, end of period | 371,425 | 91,184 | 74,347 |
Supplemental disclosure of cash flow information | |||
Cash paid during the year for taxes, net of refunds | 631 | 369 | 42 |
Cash paid during the year for interest | 130 | 0 | 0 |
Supplemental disclosure of noncash investing and financing activities | |||
Purchase of property and equipment, accrued but not paid | 14 | 45 | 118 |
Building-leased facility acquired through financing obligation | 16,300 | 0 | 0 |
Deferred costs, accrued but not paid | 0 | 357 | 0 |
Fair value of common stock issued as consideration for business acquisition | 0 | 25,204 | 0 |
Costs related to initial public offering, reclassified from other long term assets to equity | 1,769 | 0 | 0 |
Fair value of contingent consideration in connection with business acquisition in other long-term liabilities | 0 | 197 | 0 |
Fair value of contingent consideration in connection with business acquisition included in equity | $ 0 | $ 5,857 | $ 0 |
Organization and Description of
Organization and Description of Business | 12 Months Ended |
Jan. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Description of Business | Organization and Description of Business Description of Business: nCino, Inc. is a software-as-a-service (SaaS) company that provides software applications to financial institutions to streamline employee and client interactions. The Company is headquartered in Wilmington, North Carolina and has offices in Salt Lake City, Utah; London, United Kingdom; Sydney, Australia; Melbourne, Australia; Toronto, Canada; and Tokyo, Japan. The Company was organized as a North Carolina limited liability company named BANKR, LLC on December 13, 2011. On April 3, 2012, the Company was renamed nCino, LLC. The Company was re-incorporated in the State of Delaware on December 18, 2013. Initial Public Offering: On July 13, 2020, the Company's Registration Statement on Form S-1 relating to the initial public offering ("IPO") of its common stock was declared effective by the Securities and Exchange Commission ("SEC"). Prior to the closing of the IPO, the Company's certificate of incorporation was amended such that all outstanding shares of voting common stock and non-voting common stock were reclassified into a single class of stock designated as common stock which has one vote per share. In addition, effective upon the closing of the IPO, the Company's certificate of incorporation was amended and restated such that the total number of shares of common stock authorized to issue, par value $0.0005, was increased to 500,000,000 shares and the total number of shares of preferred stock authorized to issue, par value $0.001, was increased to 10,000,000 shares. In connection with the IPO, the Company issued and sold 9,269,000 shares of common stock (including shares issued pursuant to the exercise in full of the underwriters' option to purchase additional shares) at a public offering price of $31.00 per share for net proceeds of $268.4 million, after deducting underwriters' discounts and commissions. Prior to the IPO, deferred offering costs, which consisted of legal, accounting, consulting and other direct fees, and costs relating to the IPO, were capitalized in other long-term assets. Upon consummation of the IPO, these costs were offset against the proceeds from the IPO and recorded in additional paid-in capital. Secondary Public Offering: On October 13, 2020, the Company completed an underwritten secondary public offering of 7,712,985 shares of common stock (including shares issued pursuant to the exercise in full of the underwriters' option to purchase additional shares) (the "Secondary Offering") held by certain stockholders of the Company (the "Selling Stockholders"). The Company did not offer any shares of common stock in the Secondary Offering and did not receive any proceeds from the sale of the shares of common stock by the Selling Stockholders. The Company incurred costs of $1.0 million in relation to the Secondary Offering for the fiscal year ended January 31, 2021 and such costs are recorded as a component of general and administrative expenses on the consolidated statements of operations. The Company received $1.7 million in cash (excluding withholding taxes) in connection with the exercise of 554,112 options by certain stockholders participating in the Secondary Offering. In addition, concurrent with the pricing of the Secondary Offering, the underwriters in the Company's IPO released an additional 367,561 shares from lock-up agreements, signed in connection with the IPO, with stockholders who did not participate in the Secondary Offering. The release consisted of both outstanding shares and shares subject to options. Fiscal Year End: The Company’s fiscal year ends on January 31. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Jan. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Principles of Consolidation and Basis of Presentation: The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America ("GAAP") as set forth in the Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC"). The consolidated financial statements include accounts of the Company’s wholly-owned subsidiaries as well as a variable interest entity in which the Company is the primary beneficiary. All intercompany accounts and transactions are eliminated. Refer to disclosures in Note 2 and Note 3 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. Effective February 1, 2019, the Company adopted the requirement of Accounting Standards Update, or ASU No. 2014-09 “Revenue from Contracts with Customers (Topic 606)” (“ASU 2014-09”) utilizing the modified retrospective method of transition. Prior period information has not been restated and continues to be reported under the accounting standards in effect for those periods. Variable Interest Entity: The Company holds an interest in a Japanese company (“nCino K.K.”) that is considered a variable interest entity or VIE. nCino K.K. is considered a VIE as it has insufficient equity capital to finance its activities without additional financial support. The Company is the primary beneficiary of nCino K.K. as it has the power over the activities that most significantly impact the economic performance of nCino K.K. and has the obligation to absorb expected losses and the right to receive expected benefits that could be significant to nCino K.K., in accordance with accounting guidance. As a result, the Company consolidated nCino K.K. and all significant intercompany accounts have been eliminated. The Company will continue to assess whether it has a controlling financial interest and whether it is the primary beneficiary at each reporting period. Other than the Company’s equity investment, the Company has not provided financial or other support to nCino K.K. that it was not contractually obligated to provide. The assets of the VIE can only be used to settle the obligations of the VIE and the creditors of the VIE do not have recourse to the Company. The assets and liabilities of the VIE were not significant to the Company’s consolidated financial statements except for cash which is reflected on the consolidated balance sheets. Refer to Note 3 for additional information regarding the Company’s variable interest. Redeemable Non-Controlling Interest: Redeemable non-controlling interest relates to minority investors of nCino K.K. An agreement with the minority investors of nCino K.K. contains redemption features whereby the interest held by the minority investors are redeemable either at the option of the (i) minority investors or (ii) the Company, both beginning on the eighth anniversary of the initial capital contribution. If the interest of the minority investors were to be redeemed under this agreement, the Company would be required to redeem the interest based on a prescribed formula derived from the relative revenues of nCino K.K. and the Company. The balance of the redeemable non-controlling interest is reported at the greater of the initial carrying amount adjusted for the redeemable non-controlling interest’s share of earnings or losses and other comprehensive income or loss, or its estimated redemption value. The resulting changes in the estimated redemption amount (increases or decreases) are recorded with corresponding adjustments against retained earnings or, in the absence of retained earnings, additional paid-in-capital. These interests are presented on the consolidated balance sheets outside of equity under the caption “Redeemable non-controlling interest.” Use of Estimates: The preparation of 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 consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates and assumptions made by the Company’s management are used for, but not limited to, revenue recognition including determining the nature and timing of satisfaction of performance obligations, variable consideration, stand-alone selling price, and other revenue items requiring significant judgement; the average period of benefit associated with costs capitalized to obtain revenue contracts; fair value of assets acquired and liabilities assumed for business combinations; fair value of contingent consideration; the useful lives of intangible assets; the valuation allowance on deferred tax assets; redemption value of redeemable non-controlling interest; and stock-based compensation. The Company assesses these estimates on a regular basis using historical experience and other factors. Actual results could differ from these estimates. Operating Segments: The Company operates as one operating segment. Operating segments are defined as components of an enterprise for which separate financial information is available and evaluated regularly by the chief operating decision maker, which is the Company’s chief executive officer, in deciding how to make operating decisions, allocate resources, and assess performance. The Company’s chief operating decision maker allocates resources and assesses performance at the consolidated level. Concentration of Credit Risk and Significant Customers: The Company’s financial instruments that are exposed to concentration of credit risk consist primarily of cash and cash equivalents. The Company’s cash and cash equivalents exceeded the Federal deposit insurance limit at January 31, 2020 and January 31, 2021. The Company maintains its cash and cash equivalents with high-credit-quality financial institutions. As of January 31, 2020, two customers represented 22% of accounts receivable, 11% of which was from a customer who is an equity holder. In the quarter ended July 31, 2020, the equity holder ceased to qualify as a related party of the Company and the amounts disclosed related to such equity holder are accordingly presented as a related party through April 30, 2020, only. As of January 31, 2021, no individual customer represented more than 10% of accounts receivable. For the fiscal years ended January 31, 2020 and 2021, no individual customer represented more than 10% of the Company’s total revenues. Revenue Recognition: The Company derives revenues primarily from subscription services and professional services. Revenues are recognized when a contract exists between the Company and a customer and upon transfer of control of promised products or services to customers in an amount that reflects the consideration the Company expects to receive in exchange for those products or services. The Company enters into contracts that can include various combinations of subscription and professional services, which may be capable of being distinct and accounted for as separate performance obligations, or in the case of offerings such as subscription services and support, accounted for as a single performance obligation. Revenues are recognized net of allowances and any taxes collected from customers, which are subsequently remitted to governmental authorities. The Company determines revenue recognition through the following steps: • Identification of the contract, or contracts, with a customer; • Identification of the performance obligations in the contract; • Determination of the transaction price; • Allocation of the transaction price to the performance obligations in the contract; and • Recognition of revenues when, or as, the Company satisfies a performance obligation. Subscription Revenues Subscription revenues primarily consist of fees for providing customers access to the Company’s cloud applications, with routine customer support and maintenance related to email and phone support, bug fixes, and unspecified software updates, and upgrades released when and if available during the maintenance term. Revenues are generally recognized on a ratable basis over the contract term beginning on the date that the Company’s service is made available to the customer, which the Company believes best reflects the manner in which the Company’s customers utilize the Company’s subscription offerings. Arrangements with customers do not provide the customer with the right to take possession of the software supporting the cloud-based application service at any time and, as a result, are accounted for as a service contract. Generally, the Company’s subscription contracts are three years or longer in length, billed annually in advance, are non-cancelable, and do not contain refund-type provisions. Any subscription arrangements that are cancelable generally have penalty clauses. Professional Services Revenues Professional services revenues primarily consist of fees for deployment, configuration, and optimization services, as well as training. The majority of the Company’s professional services contracts are billed on a fixed price basis, and revenues are recognized over time based on a proportional performance methodology which utilizes input methods. A portion of the Company’s professional services contracts are billed on a time and materials basis and revenues are recognized over time as the services are performed. Contracts with Multiple Performance Obligations Most of the Company’s contracts with customers contain multiple performance obligations. For these contracts, the Company accounts for individual performance obligations separately if they are distinct. The transaction price is allocated to the separate performance obligations on a relative standalone selling price (“SSP”) basis. The Company determines SSP by considering its overall pricing objectives and market conditions. Significant pricing practices taken into consideration include the Company’s discounting practices, the size and volume of the Company’s transactions, the customer demographic, the geographic area where services are sold, price lists, the Company’s go-to-market strategy, historical sales, and contract prices. As the Company’s go-to-market strategies evolve, the Company may modify its pricing practices in the future, which could result in changes to SSP. Given the variability of pricing, the Company uses a range of SSP. The Company determines the SSP range using information that may include market conditions or other observable inputs. The Company typically has more than one SSP for individual products and services due to the stratification of products and services by customer size. Costs Capitalized to Obtain Revenue Contracts As part of its adoption of ASU 2014-09, the Company capitalizes incremental costs of obtaining a non-cancelable subscription and support revenue contract if the Company expects the benefit of those costs to be longer than one year. The provisions of ASU 2014-09 codified and clarified the accounting guidance for contract acquisition costs. The new guidance resulted in the capitalization of additional contract acquisition costs, which are subsequently amortized over the estimated life of the contract. Under the prior accounting guidance, the Company expensed sales commissions as incurred. Under ASU 2014-09, capitalized amounts consist primarily of sales commissions paid to the Company’s direct sales force. Capitalized amounts also include (1) amounts paid to employees other than the direct sales force who earn incentive payouts under annual compensation plans that are tied to the value of contracts acquired and (2) the associated payroll taxes and fringe benefit costs associated with the payments to these employees. Capitalized costs related to new revenue contracts are amortized on a straight-line basis over four years, which, although longer than the typical initial contract period, reflects the average period of benefit, including expected contract renewals. In arriving at this average period of benefit, the Company evaluated both qualitative and quantitative factors which included the estimated life cycles of its offerings and its customer attrition. The capitalized amounts are recoverable through future revenue streams under all non-cancelable customer contracts. The Company periodically evaluates whether there have been any changes in its business, the market conditions in which it operates, or other events which would indicate that its amortization period should be changed or if there are potential indicators of impairment. Amortization of capitalized costs to obtain revenue contracts is included in sales and marketing expense in the accompanying consolidated statements of operations. Judgments Contracts with customers may include multiple services requiring allocation of the transaction price across the different performance obligations. Standalone selling price is established by maximizing the amount of observable inputs, primarily actual historical selling prices for performance obligations where available and includes consideration of factors such as go-to-market model and customer size. Where standalone selling price may not be observable (e.g., the performance obligation is not sold separately), the Company maximizes the use of observable inputs by using information that may include reviewing pricing practices, performance obligations with similar customers, and selling models. Capitalized costs to obtain a contract are amortized over the expected period of benefit, which the Company has determined, based on analysis, to be approximately four years. The Company evaluated qualitative and quantitative factors to determine the period of amortization, including contract length, renewals, customer life, and the useful lives of our products and acquired products. When the expected period of benefit of an asset which would be capitalized is less than one year, the Company expenses the amount as incurred, utilizing the practical expedient. The Company regularly evaluates whether there have been changes in the underlying assumptions and data used to determine the amortization period. At times, the Company provides credits or incentives to its customers. Known and estimable credits and incentives represent a form of variable consideration, which are determined at contract inception and reduce the revenues recognized for a particular contract. At the end of each reporting period, the Company reviews and updates its estimates as additional information becomes available. The Company believes that there will not be significant changes to its estimates of variable consideration as of January 31, 2021. The Company evaluates whether it is the principal (i.e., report revenues on a gross basis) or agent (i.e., report revenues on a net basis) with respect to vendor reseller agreements pursuant to which the Company resells certain third-party solutions along with the Company’s solutions. Generally, the Company reports revenues from these types of contracts on a gross basis, meaning the amounts billed to customers are recorded as revenues and expenses incurred are recorded as cost of revenues. Where the Company is the principal, it first obtains control of the inputs to the specific good or service and directs their use to create the combined output. The Company’s control is evidenced by its involvement in the integration of the good or service on its platform before it is transferred to its customers and is further supported by the Company being primarily responsible to its customers and having a level of discretion in establishing pricing. Revenues provided from agreements in which the Company is an agent are immaterial to these consolidated financial statements. Deferred Revenue: Deferred revenue primarily consists of billings or payments received in advance of revenue recognition from subscription services, including non-cancellable and non-refundable committed funds and deposits. Deferred revenue is recognized as revenue recognition criteria has been met. Customers are typically invoiced for these agreements in advance of regular annual installments and revenues are recognized ratably over the contractual subscription period. The deferred revenue balance is influenced by several factors, including seasonality, the compounding effects of renewals, invoice duration, invoice timing, size and new business linearity. Deferred revenue does not represent the total contract value of annual or multi-year non-cancellable subscription agreements. Deferred revenue that will be recognized during the succeeding 12-month period are recorded as deferred revenue, current portion, and the remaining portion is recorded as deferred revenue, net of current portion on the consolidated balance sheets. Payment terms vary by contract, although terms generally include a requirement of payment within 30 to 45 days. In instances where the timing of revenue recognition differs from the timing of invoicing, the Company has determined contracts generally do not include a significant financing component. The primary purpose of invoicing terms is to provide customers with simplified and predictable ways of purchasing services, such as invoicing at the beginning of a subscription term with revenues recognized ratably over the contract period, and not to provide financing to customers. Any implied financing costs are considered insignificant in the context of the Company’s contracts. Cash and Cash Equivalents: The Company considers all highly liquid investments purchased with an original maturity of three months or less at the date of purchase to be cash equivalents. Cash equivalents are stated at fair value. Accounts Receivable and Allowances: A receivable is recorded when an unconditional right to invoice and receive payment exists, such that only the passage of time is required before payment of consideration is due. Timing of revenue recognition may differ from the timing of invoicing to customers. Certain performance obligations may require payment before delivery of the service to the customer. We recognize a contract asset in the form of accounts receivable when we have an unconditional right to payment, and we record a contract asset in the form of unbilled accounts receivable when revenues earned on a contract exceeds the billings. The Company’s standard billing terms are annual in advance. An unbilled accounts receivable is a contract asset related to the delivery of the Company’s subscription services and professional services for which the related billings will occur in a future period. Unbilled accounts receivable consists of (i) revenues recognized for professional services performed but not yet billed and (ii) revenues recognized from non-cancelable, multi-year orders in which fees increase annually but for which we are not contractually able to invoice until a future period. Accounts receivable are reported at their gross outstanding balance reduced by an allowance for estimated receivable losses. The Company records allowances for doubtful accounts based upon the credit worthiness of customers, historical experience, the age of the accounts receivable, and current market and economic conditions. A summary of activity in the allowance for doubtful accounts is as follows: Fiscal Year Ended January 31, 2019 2020 2021 Balance, beginning of period $ 20 $ 123 $ — Charged to (recovery of) bad debt expense 110 (105) 100 Write off of uncollectible accounts (7) (18) (17) Translation adjustments — — 5 Balance, end of period $ 123 $ — $ 88 Property and Equipment: Property and equipment are stated at cost less accumulated depreciation. Depreciation is calculated on the straight-line method over the estimated useful lives of the assets and commences once the asset is placed in service or is ready for its intended use. The estimated useful lives by asset classification are generally as follows: Asset Classification Estimated Useful Life Furniture and fixtures 3-7 years Computers and equipment 3 years Buildings 40 years Leasehold improvements Shorter of remaining life of the lease term or estimated useful life When assets are retired or otherwise disposed of, the cost and accumulated depreciation or amortization are removed from their respective accounts, and any gain or loss on such retirement is reflected in operating expenses. Financing Obligations: The Company records assets and liabilities for lease arrangements where the Company has continued involvement due to purchase options and is deemed to be the owner for accounting purposes. Capitalized Software Costs: Costs related to software developed for internal use are capitalized during the application development stage. Costs related to preliminary internal or external project activities and post implementation activities are expensed as incurred. Capitalized internal-use software is amortized on a straight-line basis over its estimated useful life, which is generally two Intangible Assets: Intangible assets are amortized over their estimated useful lives. Each period, the Company evaluates the estimated remaining useful life of its intangible assets and whether events or changes in circumstances warrant a revision to the remaining period of amortization. Impairment Assessment: The Company evaluates intangible assets and long-lived assets for possible impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. This includes but is not limited to significant adverse changes in business climate, market conditions, or other events that indicate an asset’s carrying amount may not be recoverable. Recoverability of these assets is measured by comparing the carrying amount of each asset to the future undiscounted cash flows the asset is expected to generate. If the undiscounted cash flows used in the test for recoverability are less than the carrying amount of these assets, the carrying amount of such assets is reduced to fair value. There were no material impairments of intangible assets or long-lived assets during the fiscal years ended January 31, 2019, 2020, and 2021. Goodwill: Goodwill represents the excess of the purchase price in a business combination over the fair value of net assets acquired. Goodwill is not amortized, but rather the carrying amounts of these assets are assessed for impairment at least annually or whenever events or changes in circumstances indicate that the carrying value of these assets may not be recoverable. Goodwill is tested for impairment annually on November 1, the first day of the fourth quarter of the fiscal year. In the fiscal year ended January 31, 2020, the Company elected to early adopt ASU 2017-04, “Simplifying the Test for Goodwill Impairment” for its annual goodwill impairment test. ASU 2017-04 removes Step 2 of the goodwill impairment test requiring a hypothetical purchase price allocation. To perform our impairment testing, we first assess qualitative factors to determine whether it is more likely than not that the fair value of our single reporting unit is less than its carrying amount. The qualitative factors we consider include, but are not limited to, macroeconomic conditions, industry and market conditions, company-specific events, changes in circumstances and after-tax cash flows. If the qualitative factors indicate that the fair value of the reporting unit is greater than the carrying value of the net assets assigned to the reporting unit, then we do not consider the assigned goodwill to be impaired. We are only required to perform the two-step impairment test if the qualitative factors indicate that it is more likely than not that the fair value of the reporting unit is less than its carrying amount. We may elect to perform the two-step impairment test without considering such qualitative factors. Goodwill impairment, if any, is determined by comparing the reporting unit’s fair value to its carrying value. An impairment loss is recognized in an amount equal to the excess of the reporting unit’s carrying value over its fair value, up to the amount of goodwill allocated to the reporting unit. There is no goodwill impairment for the fiscal years ended January 31, 2019, 2020, and 2021. The Company determines the fair value of a reporting unit using a discounted cash flow analysis that is corroborated by a market-based approach. Determining fair value requires the exercise of significant judgment, including judgment about appropriate discount rates, perpetual growth rates, and the amount and timing of expected future cash flows. The cash flows employed in the discounted cash flow analyses are based on the most recent budget and long-term forecast. The discount rates used in the discounted cash flow analyses are intended to reflect the risks inherent in the future cash flows of the respective reporting units. The market comparable approach estimates fair value using market multiples of various financial measures compared to a set of comparable public companies and recent comparable transactions. Business Combinations: Several valuation methods may be used to determine the fair value of assets acquired and liabilities assumed. The Company uses its best estimates and assumptions to assign fair value to the tangible and intangible assets acquired and liabilities assumed at the acquisition date. The Company’s estimates are inherently uncertain and subject to refinement. For intangible assets, the Company typically uses the income method. This method starts with a forecast of all of the expected future net cash flows for each asset. These cash flows are then adjusted to present value by applying an appropriate discount rate that reflects the risk factors associated with the cash flow streams. Some of the more significant estimates and assumptions inherent in the income method or other methods include the amount and timing of projected future cash flows, the discount rate selected to measure the risks inherent in the future cash flows, and the assessment of the asset’s life cycle and the competitive trends impacting the asset, including consideration of any technical, legal, regulatory, or economic barriers to entry. Determining the useful life of an intangible asset also requires judgment as different types of intangible assets will have different useful lives and certain assets may even be considered to have indefinite useful lives. During the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments to the fair value of these tangible and intangible assets acquired and liabilities assumed, with the corresponding offset to goodwill. In addition, uncertain tax positions and tax-related valuation allowances are initially recorded in connection with a business combination as of the acquisition date. The Company continues to collect information and reevaluates these estimates and assumptions quarterly and records any adjustments to the Company’s preliminary estimates to goodwill provided that the Company is within the measurement period. Upon the conclusion of the measurement period or final determination of the fair value of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to the Company’s consolidated statements of operations. For acquisitions involving additional consideration to be transferred to the selling parties in the event certain future events occur or conditions are met (“contingent consideration”), the Company recognizes the acquisition-date fair value of contingent consideration as part of the consideration transferred in exchange for the business combination. Contingent consideration meeting the criteria to be classified as equity in the consolidated balance sheets is not remeasured, and its subsequent settlement is recorded within stockholders’ equity. Contingent consideration classified as a liability is remeasured to fair value at each reporting date until the contingency is resolved, with any changes in fair value recognized in the Company’s consolidated statements of operations. Deferred Rent: Operating leases rent expense is recognized on a straight-line basis over the terms of the leases and the difference between cash rent payments and recognized rent expense is recorded as a deferred rent liability. Landlord-funded leasehold improvements are also recorded as deferred rent liabilities and amortized as a reduction of rent expense over the non-cancelable term of the related operating lease. The Company may receive rent holidays and other incentives. The Company recognizes lease costs on a straight-line basis once control of the space is achieved, without regard to deferred payments such as rent holidays that defer the commencement date of required payments. Cost of Revenues: Cost of subscription and support revenues consists of costs related to hosting the Company’s software solution and employee-related costs, including stock-based compensation expenses and allocated overhead associated with customer support. Cost of professional services and other revenues consist of employee-related costs associated with these services, including stock-based compensation expenses, and allocated overhead, and the cost of subcontractors. Allocated overhead includes costs such as information technology infrastructure, rent and occupancy charges, along with employee benefit costs, and taxes based upon a percentage of total compensation expense. As such, general overhead expenses are reflected in each cost of revenues and operating expenses category. Advertising: Advertising costs are expensed as incurred and consist of advertising, third-party marketing, branded marketing, and conference and event expenses. Advertising expenses are recorded in sales and marketing expenses in the consolidated statements of operations and were $1.8 million, $3.7 million, and $3.1 million for the fiscal years ended January 31, 2019, 2020, and 2021, respectively. Income Taxes: Deferred income taxes are determined using the asset and liability method, whereby deferred tax assets are recognized for deductible temporary differences and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are also recorded for any tax attribute, such as net operating losses. Deferred tax assets and liabilities are adjusted for the effects of the changes in tax laws and rates on the date of enactment within income tax expense. The Company reflects the expected amount of income taxes to be paid or refunded during the year as current income tax expense or benefit, as applicable. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more-likely-than-not that some portion or all of the deferred tax assets will not be realized. The Company follows the accounting standards on accounting for uncertainty in income taxes, which addresses the determination of whether tax benefits claimed, or expected to be claimed, on a tax return should be recorded in the consolidated financial statements. Under this guidance, the Company may recognize the tax benefit from an uncertain tax position only if it is more-likely-than-not that the tax position will be sustained on examination by taxing authorities based on the technical merits of the tax position. The tax benefits recognized in the consolidated financial statements from such a position are measured based on the benefit having a greater than 50% likelihood of being realized upon ultimate settlement. The guidance on accounting for uncertainty in income taxes also addresses de-recognition, classification, interest, and penalties on income taxes, and accounting interim periods. When and if applicable, potential interest and penalties are accrued as incurred, within income tax expense. Other Comprehensive Income (Loss): Accumulated other comprehensive income (loss) is reported as a component of stockholders’ equity and includes unrealized gains and losses on foreign currency translation adjustment |
Variable Interest Entity and Re
Variable Interest Entity and Redeemable Non-Controlling Interest | 12 Months Ended |
Jan. 31, 2021 | |
Noncontrolling Interest [Abstract] | |
Variable Interest Entity and Redeemable Non-Controlling Interest | Variable Interest Entity and Redeemable Non-Controlling Interest In October 2019, the Company entered into an agreement with Japan Cloud Computing, L.P. and M30 LLC (collectively, the “Investors”) to engage in the investment, organization, management, and operation of nCino K.K. that is focused on the distribution of the Company’s products in Japan. In October 2019, the Company initially contributed $4.7 million in cash in exchange for 51% of the outstanding common stock of nCino K.K. As of January 31, 2021, the Company controls a majority of the outstanding common stock in nCino K.K. All of the common stock held by the Investors is callable by the Company or puttable by the Investors at the option of the Investors or at the option of the Company beginning on the eighth anniversary of the agreement with the Investors. Should the call or put option be exercised, the redemption value would be determined based on a prescribed formula derived from the discrete revenues of nCino K.K. and the Company and may be settled, at the Company’s discretion, with Company stock or cash or a combination of the foregoing. As a result of the put right available to the Investors, the redeemable non-controlling interests in nCino K.K. are classified outside of permanent equity in the Company’s consolidated balance sheets. The estimated redemption value of the call/put option embedded in the redeemable non-controlling interest was $0.4 million at January 31, 2021. The following table summarizes the activity in the redeemable non-controlling interests for the period indicated below: Balance, as of January 31, 2019 $ — Investment by redeemable non-controlling interest 4,513 Net loss attributable to redeemable non-controlling interest (141) Foreign currency translation (16) Adjustment to redeemable non-controlling interest — Balance, as of January 31, 2020 4,356 Net loss attributable to redeemable non-controlling interest (1,130) Foreign currency translation 169 Adjustment to redeemable non-controlling interest 396 Balance, as of January 31, 2021 $ 3,791 |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 12 Months Ended |
Jan. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company uses a three-tier fair value hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value: Level 1. Quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2. Significant other inputs that are directly or indirectly observable in the marketplace. Level 3. Significant unobservable inputs which are supported by little or no market activity. The carrying amounts of cash equivalents, accounts receivable, and accounts payable approximate fair value as of January 31, 2020 and January 31, 2021 because of the relatively short duration of these instruments. The Company evaluated its financial assets and liabilities subject to fair value measurements on a recurring basis to determine the appropriate level in which to classify them for each reporting period. The following table summarizes the Company’s financial assets measured at fair value as of January 31, 2020 and January 31, 2021 and indicates the fair value hierarchy of the valuation: Fair value measurements on a recurring basis as of January 31, 2020 Level 1 Level 2 Level 3 Assets: Money market accounts (included in cash and cash equivalents) $ 67,119 $ — $ — Total assets $ 67,119 $ — $ — Liabilities: Contingent consideration (included in other long-term liabilities) $ — $ — $ 195 Total liabilities $ — $ — $ 195 Fair value measurements on a recurring basis as of January 31, 2021 Level 1 Level 2 Level 3 Assets: Money market accounts (included in cash and cash equivalents) $ 332,541 $ — $ — Total assets $ 332,541 $ — $ — Liabilities: Contingent consideration (included in other accrued expenses) $ — $ — $ — Total liabilities $ — $ — $ — All of the Company’s money market accounts are classified within Level 1 because the Company’s money market accounts are valued using quoted market prices in active exchange markets including identical assets. The Company added contingent consideration, a Level 3 measurement, on October 18, 2019 with the acquisition of FinSuite Pty Ltd ("FinSuite"). Changes in fair value of the contingent consideration are recorded in the consolidated statements of operations within other income. The Company’s contingent consideration is valued using a probability weighted discounted cash flow analysis. A reconciliation of the balance for contingent consideration obligations for the fiscal years ended January 31, 2020 and 2021 is as follows: Balance, as of January 31, 2019 $ — Acquisitions 197 Change in fair value — Translation adjustments (2) Balance, as of January 31, 2020 195 Acquisitions — Change in fair value — Translation adjustments 17 Payments of contingent consideration (212) Balance, as of January 31, 2021 $ — |
Revenues
Revenues | 12 Months Ended |
Jan. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenues | Revenues Revenues by Geographic Area Revenues by geographic region were as follows: Fiscal Year Ended January 31, 2019 2020 2021 United States $ 87,328 $ 127,192 $ 180,923 International 4,206 10,988 23,370 $ 91,534 $ 138,180 $ 204,293 The Company disaggregates its revenues from contracts with customers by geographic location. Revenues by geography are determined based on the region of the Company’s contracting entity, which may be different than the region of the customer. No country outside the United States represented 10% or more of total revenues. Contract Amounts Accounts Receivable Accounts receivable, less allowance for doubtful accounts, is as follows as of January 31, 2020 and January 31, 2021: As of January 31, 2020 2021 Trade accounts receivable $ 32,686 $ 53,272 Unbilled accounts receivable 1,425 1,814 Allowance for doubtful accounts — (88) Other accounts receivable 94 519 Total accounts receivable, net $ 34,205 $ 55,517 Deferred Revenue and Remaining Performance Obligation Significant movements in the deferred revenue balance during the period consisted of increases due to payments received or due in advance prior to transfer of control of the underlying performance obligations to the customer, which were offset by decreases due to revenues recognized in the period. During the fiscal year ended January 31, 2021, $58.9 million of revenues were recognized out of the deferred revenue balance as of January 31, 2020. Transaction price allocated to remaining performance obligations represents contracted revenues that have not yet been recognized, which includes deferred revenue and unbilled amounts that will be recognized as revenues in future periods. Transaction price allocated to the remaining performance obligation is influenced by several factors, including the timing of renewals, average contract terms, and foreign currency exchange rates. The Company applies practical expedients to exclude amounts related to performance obligations that are billed and recognized as they are delivered, optional purchases that do not represent material rights, and any estimated amounts of variable consideration that are subject to constraint. Remaining performance obligations were $600.9 million as of January 31, 2021. The Company expects to recognize approximately 60% of its remaining performance obligation as revenues in the next 24 months, approximately 33% more in the following 25 to 48 months, and the remainder thereafter. Costs Capitalized to Obtain Revenue Contracts During the fiscal years ended January 31, 2020 and 2021, we amortized $3.2 million and $4.7 million of capitalized contract acquisition costs within sales and marketing expense, respectively. We did not incur any impairment losses. Capitalized contract acquisition costs were $10.6 million and $15.1 million as of January 31, 2020 and January 31, 2021, of which $7.0 million and $10.2 million was long-term in the consolidated balance sheets, respectively. The remaining balance of the capitalized costs to obtain contracts was current. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Jan. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and Equipment Property and equipment, net consisted of the following: As of January 31, 2020 2021 Furniture and fixtures $ 5,279 $ 6,706 Computers and equipment 3,907 5,039 Buildings — 16,300 Leasehold improvements 8,436 11,581 Construction-in-progress 2,055 277 19,677 39,903 Less accumulated depreciation (6,200) (9,960) $ 13,477 $ 29,943 The Company recognized depreciation expense as follows: Fiscal Year Ended January 31, 2019 2020 2021 Cost of revenues $ 534 $ 949 $ 1,297 Sales and marketing 368 739 1,076 Research and development 383 835 1,347 General and administrative 173 338 506 Total depreciation expense $ 1,458 $ 2,861 $ 4,226 In November 2020, the Company entered into a new lease agreement with a new lessor for our headquarters. As a result of a purchase option in the lease, the Company has deemed continuing involvement and is considered for accounting purposes to be the owner. As such, the Company has capitalized the building with a corresponding current and noncurrent financing obligation liability. See Note 14 "Commitments and Contingencies" for additional details including future commitments. |
Business Combinations
Business Combinations | 12 Months Ended |
Jan. 31, 2021 | |
Business Combinations [Abstract] | |
Business Combinations | Business Combinations Visible Equity, LLC On July 8, 2019, the Company acquired all outstanding membership interests of Visible Equity, LLC (“Visible Equity”) which provides financial analytics, portfolio management, and compliance solutions to banks and credit unions. The Company acquired Visible Equity for its product offerings and the domain expertise of its employees. Visible Equity is headquartered in Salt Lake City, Utah. The Company has included the financial results of Visible Equity in the consolidated statements of operations from the date of acquisition. The transaction costs associated with the acquisition were approximately $0.8 million and were primarily recorded in general and administrative expenses for the fiscal year ended January 31, 2020. The acquisition-date fair value of the consideration transferred is as follows: Total Consideration Cash consideration to members $ 49,428 Voting common stock issued (1,438,805 shares) 23,812 Total consideration $ 73,240 The fair value of the Company’s voting common stock was determined by management to be $16.55 per share with the assistance of a third-party valuation specialist. The following table summarizes the fair values of assets acquired and liabilities assumed as of the date of acquisition: Fair Value Cash and cash equivalents $ 1,209 Accounts receivable 1,177 Other current and noncurrent assets 574 Intangible assets 25,500 Goodwill 46,584 Accounts payable, accrued expenses, and other liabilities, current and noncurrent (1,804) Net assets acquired $ 73,240 The transaction was accounted for using the acquisition method and, as a result, assets acquired and liabilities assumed were recorded at their estimated fair values at the acquisition date. Any excess consideration over the fair value of the assets acquired and liabilities assumed was recognized as goodwill. The measurement period ended one year from the acquisition date. The following table sets forth the components 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 date of acquisition: Fair Value Useful Life Developed technology $ 3,800 4 years Customer relationships 21,600 13 years Trademarks 100 < 1 year Total intangible assets subject to amortization $ 25,500 Developed technology represents the fair value of Visible Equity’s technology. Customer relationships represent the fair value of the underlying relationships with Visible Equity’s customers. Trademarks represent the fair value of Visible Equity’s company name. Goodwill is mainly attributable to synergies expected from the acquisition and assembled workforce and is expected to be deductible for tax purposes. The results of operations of Visible Equity since the acquisition are included in our consolidated statements of operations for the fiscal years ended January 31, 2020 and 2021. The revenues and results of operations attributable to Visible Equity for the period from the date of acquisition, July 8, 2019 through January 31, 2020, were $5.6 million and a $1.7 million loss, respectively. FinSuite Pty Ltd On October 18, 2019, the Company, through its wholly-owned subsidiary, nCino APAC Pty Ltd, acquired all of the outstanding shares of FinSuite. The Company acquired FinSuite to enhance the Company’s data recognition capabilities, including of complex, unstructured data. FinSuite is headquartered in Melbourne, Australia. The Company has included the financial results of FinSuite in the consolidated statements of operations from the date of acquisition. The transaction costs associated with the acquisition were approximately $0.3 million and are included in general and administrative expenses in the consolidated statements of operations for the fiscal year ended January 31, 2020. The acquisition-date fair value of the consideration transferred is as follows: Total Consideration Cash consideration to shareholders $ 3,928 Cash consideration to settle debt 137 Voting common stock issued (63,967 shares) 1,392 Contingent consideration - cash payment 197 Contingent consideration - common stock 5,857 Total consideration $ 11,511 The fair value of the Company’s voting common stock was determined by management to be $21.75 per share based upon the transaction price of the Company’s capital raise in September 2019, which is indicative of an observable price in the Company’s principal market at the time of acquisition. Contingent consideration included two tranches of earn-out arrangements based upon the attainment of post-acquisition product development milestones. The first tranche included an earn-out opportunity of $0.1 million of cash and the issuance of 142,846 shares of common stock (together, the “Initial Tranche Earn-Out”). The Initial Tranche Earn-Out was conditioned upon the development of a stated product in accordance with mutually agreed upon functional requirements within a certain period from the date of acquisition. The second tranche included an earn-out opportunity of $0.1 million of cash and the issuance of 142,846 shares of common stock (together, the “Final Tranche Earn-Out”). The Final Tranche Earn-Out was conditioned upon a customer’s use of the stated product in a production environment according to the mutually agreed upon functional requirements within a certain period from the date of acquisition. The Final Tranche Earn-Out was not conditioned upon the achievement of the Initial Tranche Earn-Out. The fair value of the contingent consideration at the date of acquisition, approximately $6.0 million, was determined based upon a probability-weighted discounted cash flow model. The cash portion of the contingent consideration of $0.2 million is included in other long-term liabilities and other accrued expenses in the accompanying consolidated balance sheet as of January 31, 2020 and January 31, 2021, respectively. The share portion of the contingent consideration was recorded as of the acquisition date and is reflected as a component of stockholders’ equity in the accompanying consolidated balance sheet as of January 31, 2020 and January 31, 2021. The Initial Tranche Earn-Out was earned during the quarter ended October 31, 2020 and the Final Tranche Earn-Out was earned in November 2020. The Company paid $0.2 million for the cash portion of the contingent consideration and issued 285,692 shares of common stock for the common stock contingent consideration for the Initial Tranche Earn-Out and Final Tranche Earn-Out in November 2020. The following table summarizes the fair values of assets acquired and liabilities assumed as of the date of acquisition: Fair Value Cash and cash equivalents $ 17 Accounts receivable 78 Other current and noncurrent assets 301 Intangible assets 2,376 Goodwill 9,405 Accounts payable, accrued expenses, and other liabilities, current and noncurrent (666) Net assets acquired $ 11,511 The transaction was accounted for using the acquisition method and, as a result, assets acquired and liabilities assumed were recorded at their estimated fair values at the acquisition date. Any excess consideration over the fair value of the assets acquired and liabilities assumed was recognized as goodwill. The measurement period ended one year from the acquisition date. The following table sets forth the components 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 date of acquisition: Fair Value Useful Life Developed technology $ 2,244 4 years Customer relationships 107 13 years Trademarks 25 < 1 year Total intangible assets subject to amortization $ 2,376 Developed technology represents the fair value of FinSuite’s technology. Customer relationships represent the fair value of the underlying relationships with FinSuite’s customers. Trademarks represent the fair value of FinSuite’s company name. Goodwill is mainly attributable to synergies expected from the acquisition and assembled workforce and is not expected to be deductible for tax purposes. The results of operations of FinSuite since the acquisition are included in the Company’s consolidated statements of operations for the fiscal years ended January 31, 2020 and 2021. The revenues and results of operations attributable to FinSuite for the period from the date of acquisition, October 18, 2019 through January 31, 2020, were $0.8 million and $0.3 million income, respectively. The pro forma statements of operations for the years ended January 31, 2019 and January 31, 2020, shown in the table below, give effect to the Visible Equity and FinSuite acquisitions, described above, as if they had occurred on February 1, 2018. These amounts have been calculated after applying the Company’s accounting policies and adjusting the results of Visible Equity and FinSuite to reflect the intangible amortization, stock-based compensation, and related items, and the adjustments to acquired deferred revenue that would have occurred assuming the fair value adjustments had been applied and incurred since February 1, 2018. This pro forma data is presented for informational purposes only and is not indicative of future results of operations. The table below shows the pro forma statements of operations for the respective years ending January 31: (Unaudited) January 31, 2019 2020 Revenues $ 102,224 $ 142,958 Net loss attributable to nCino, Inc. (24,954) (27,647) |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Jan. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Goodwill The carrying amount of goodwill was $55.8 million and $57.1 million as of January 31, 2020 and January 31, 2021, respectively. The change in the carrying amounts of goodwill was as follows: Balance, as of January 31, 2019 $ — Acquisitions 55,989 Translation adjustments (149) Balance, as of January 31, 2020 55,840 Acquisitions — Translation adjustments 1,309 Balance, as of January 31, 2021 $ 57,149 Intangible assets Intangible assets, net are as follows: As of January 31, 2020 As of January 31, 2021 Gross Accumulated Net Carrying Gross Accumulated Net Carrying Weighted Average Remaining Useful Life (Years) Acquired developed technology $ 6,008 $ (695) $ 5,313 $ 6,320 $ (2,295) $ 4,025 2.5 Customer relationships 21,706 (937) 20,769 21,721 (2,609) 19,112 11.4 Trademarks 125 (114) 11 128 (128) — 0.0 $ 27,839 $ (1,746) $ 26,093 $ 28,169 $ (5,032) $ 23,137 9.9 The Company recognized amortization expense as follows: Fiscal Year Ended January 31, 2019 2020 2021 Cost of subscription revenues $ — $ 697 $ 1,525 Sales and marketing — 937 1,670 General and administrative — 114 10 Total amortization expense $ — $ 1,748 $ 3,205 The expected future amortization expense for intangible assets as of January 31, 2021 is as follows: Fiscal Year Ending January 31, 2022 $ 3,250 2023 3,250 2024 2,538 2025 1,670 2026 1,670 Thereafter 10,759 $ 23,137 The expected amortization expense is an estimate. Actual amounts of amortization expense may differ from estimated amounts due to additional intangible asset acquisitions, changes in foreign currency exchange rates, impairment of intangible assets, future changes to expected asset lives of intangible assets, and other events. |
Reseller Agreement
Reseller Agreement | 12 Months Ended |
Jan. 31, 2021 | |
Related Party Transactions [Abstract] | |
Reseller Agreement | Reseller AgreementThe Company has a reseller agreement in place with a related party to utilize their platform and to develop the Company’s cloud-based banking software as an application within the related party’s hosted environment. In June 2020, this agreement was renegotiated and expires in June 2027 and will automatically renew in annual increments thereafter unless either party gives notice of non-renewal before the end of the initial term or the respective renewal term. Cost of subscription revenues in each of the fiscal years ended January 31, 2019, 2020, and 2021 substantially consists of fees paid for access to the related party’s platform, including their hosting infrastructure and data center operations. The Company has recorded expenses of $15.4 million, $22.8 million, and $34.8 million for the fiscal years ended January 31, 2019, 2020, and 2021, respectively. See also Note 15. |
Stockholders_ Equity
Stockholders’ Equity | 12 Months Ended |
Jan. 31, 2021 | |
Equity [Abstract] | |
Stockholders’ Equity | Stockholders’ Equity A summary of the rights and key provisions affecting each class of the Company’s stock as of January 31, 2021, is as follows: Preferred Stock: The Board of Directors is authorized to establish one or more series of preferred stock and to fix the number of shares constituting such series and the designation of such series, including the voting powers, preferences, limitations, restrictions, and other special rights thereof. Common stock: Pursuant to the fourth certificate of amendment to the Company's third amended and restated certificate of incorporation dated July 6, 2020, each share of voting and non-voting common stock issued and outstanding prior to the effectiveness was reclassified into a single class of stock designated as common stock which has one vote per share. Subsequent to the effectiveness of the Company's amended and restated certificate of incorporation, the Company's common stock consists of 500,000,000 authorized shares, par value $0.0005 per share and the Company's preferred stock consists of 10,000,000 authorized shares, par value $0.001 per share. At January 31, 2021, the Company committed a total of 22,567,317 shares of common stock for future issuance as follows: Issued and outstanding stock options 5,467,012 Nonvested issued and outstanding restricted stock units ("RSUs") 1,848,296 Possible issuance under stock plans 15,252,009 22,567,317 |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Jan. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation Equity Incentive Plans The Company has two equity incentive plans: the nCino, Inc. 2014 Omnibus Stock Ownership and Long-Term Incentive Plan (“2014 Plan”) and the 2019 Amended and Restated Equity Incentive Plan (“2019 Plan”), collectively referred to as the “Incentive Plans.” Under the 2014 Plan, the Board of Directors had allotted 15,025,666 shares of common stock for incentive options or non-qualified options as of January 31, 2021. Non-qualified options may be granted to Company employees, non-employee directors, and consultants. The exercise price of options is determined by the Board of Directors, but cannot be less than 100% of the fair market value of the Company’s common stock on the date of the grant. The options generally vest in one of two ways: • In equal annual installments over four years from the grant date. • Upon a change in control transaction (with respect to certain Incentive Plan participants). All options expire ten years from the grant date and, with respect to certain Incentive Plan participants, provide for accelerated vesting if there is a change in control of the Company. In July 2019, the Company established the 2019 Equity Incentive Plan for the issuance of awards in the form of options, stock appreciation rights, restricted stock awards, restricted stock units, performance shares, performance units, cash-based awards, and other stock-based awards. In connection with the IPO, our Board of Directors adopted and our stockholders approved the 2019 Plan which amended and restated the 2019 Equity Incentive Plan. All awards shall be granted within ten years from the effective date of the 2019 Plan and can only be granted to employees, officers, directors, and consultants and generally vest over four years. Under the 2019 Plan, the number of available shares was increased to 15,250,000, plus an annual increase added on the first day of each fiscal year, beginning with the fiscal year ending January 31, 2022, and continuing until, and including, the fiscal year ending January 31, 2031. The annual increase will be equal to the lesser of (i) 5% of the number of shares issued and outstanding as of January 31 of the immediately preceding fiscal year and (ii) an amount determined by the Company's Board of Directors. The Company ceased granting awards under the 2014 Plan during the fiscal year ended January 31, 2020, and all shares that remained available for issuance under the 2014 Plan were transferred to the 2019 Plan prior to the closing of the IPO. Additionally, the number of shares available under the 2019 Plan shall be increased by the number of shares outstanding under the 2014 Plan that expire, terminate or are canceled without having been exercised or settled in full. The 2014 Plan governs outstanding awards granted prior to the adoption of the 2019 Plan. Restricted stock units (“RSU”) issued prior to our IPO were subject to time-based and performance-based vesting conditions. RSUs issued subsequent to our IPO vest upon the satisfaction of a time-based condition only. RSUs are generally earned over a service period of four years. The compensation expense related to these awards is based on the grant date fair value of the RSUs and is recognized on a ratable basis over the applicable service period. As of January 31, 2021, the Company had stock options outstanding under the 2014 Plan and the 2019 Plan had stock options and RSUs outstanding. Stock Options The calculated value of each option award is estimated at the date of grant using the Black-Scholes option valuation model that utilizes the assumptions included in the table below. The Company recognizes stock-based expenses related to stock option awards on a straight-line basis over the requisite service period of the awards, which is generally the vesting term of four years. Stock-based expenses are recognized net of estimated forfeiture activity. The estimated forfeiture rate applied is based on historical forfeiture rates. The expected term assumption, using the simplified method, reflects the period for which the Company believes the option will remain outstanding. The Company determined the volatility of its stock by looking at the historic volatility of its peer companies. The risk-free rate reflects the U.S. Treasury yield for a similar expected life instrument in effect at the time of the grant. The assumptions utilized for the fiscal years ended January 31, 2019 and 2020 are as follows: Fiscal Year Ended January 31, 2019 2020 Expected life (in years from vesting) 6.25 6.10 - 6.25 Expected volatility 40% - 41% 40% Expected dividends 0.00% 0.00% Risk-free rate 2.07% - 2.27% 1.63% - 2.59% The grant date weighted average calculated fair value of options issued, net of forfeitures, was $5.36 and $6.74 per share for the fiscal years ended January 31, 2019 and 2020, respectively. There were no stock options granted for the fiscal year ended January 31, 2021. Stock option activity for the fiscal year ended January 31, 2021 was as follows: Number of Weighted Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value (In thousands) Outstanding, January 31, 2020 7,837,023 $ 5.39 6.54 $ 126,245 Granted — — Expired or forfeited (61,312) 11.72 Exercised (2,308,699) 3.79 142,933 Outstanding, January 31, 2021 5,467,012 $ 6.00 5.78 $ 359,193 Exercisable, January 31, 2021 3,925,007 $ 4.71 5.36 $ 262,927 Fully vested or expected to vest, January 31, 2021 5,436,172 $ 5.98 5.77 $ 357,267 The total intrinsic value of options exercised during the fiscal years ended January 31, 2019, 2020, and 2021 was $32.4 million, $7.6 million, and $142.9 million, respectively. Aggregate intrinsic value represents the total pre-tax intrinsic value, which is computed based on the difference between the option exercise price and the estimated fair value of the Company’s common stock at the time such option exercises. This intrinsic value changes based on changes in the fair value of the Company’s underlying stock. On June 26, 2019, the Company entered into a separation agreement with an executive. The agreement resulted in a modification of the former employee's 334,840 outstanding stock options to purchase voting common stock, which accelerated certain vesting and extended the exercise period, resulting in the recognition of $1.2 million of additional stock-based compensation expense for the year ended January 31, 2020. As of January 31, 2021, there was $3.3 million of total unrecognized compensation expense related to unvested stock-based compensation arrangements under the 2014 and 2019 Plans. That cost is expected to be recognized over a weighted average period of 1.88 years. Restricted Stock Units RSU activity during the fiscal year ended January 31, 2021 was as follows: Number of Weighted Average Nonvested, January 31, 2020 948,119 $ 21.75 Granted 1,170,748 22.30 Vested (253,042) 21.72 Forfeited (17,529) 25.59 Nonvested, January 31, 2021 1,848,296 $ 22.07 The weighted average grant date fair value for RSUs granted during the fiscal years ended January 31, 2019, 2020, and 2021 was $0.00, $21.75, and $22.30. The total fair value of RSUs vested for the fiscal years ended January 31, 2019, 2020, and 2021 was $0.0 million, $0.0 million, and $5.5 million. The RSUs granted prior to the IPO vest upon the satisfaction of both a time-based, generally over 4 years, vesting 25% annually, and liquidity event-based vesting condition. For RSUs granted to the non-employee members of the Board of Directors, some vest in less than a year, some annually and some over three years. The liquidity event-based condition was satisfied upon the IPO and the Company recognized an expense of $12.2 million in cost of revenues and operating expenses for RSUs as of that date, using the accelerated attribution recognition method for the fiscal year ended January 31, 2021. As of January 31, 2021, total unrecognized compensation expense related to non-vested RSUs was $24.8 million, adjusted for estimated forfeitures, based on the estimated fair value of the Company’s common stock at the time of grant. The weighted-average period to be recognized is 3.15 years. Employee Stock Purchase Plan In July 2020, the Board of Directors adopted and stockholders approved the Employee Stock Purchase Plan (the "ESPP"), which became effective immediately prior to the closing of the IPO. The ESPP includes two components, one component is intended to qualify as an "employee stock purchase plan" within the meaning of Section 423 of the Internal Revenue Code (the "Code) and a component that does not qualify as an "employee stock purchase plan" under Section 423 of the Code. The ESPP initially reserved and authorized the issuance of up to a total of 1,800,000 shares of common stock to participating employees. The aggregate number of shares of the Company's common stock under the ESPP will automatically increase on the first day of each fiscal year, beginning with the first fiscal year ending January 31, 2022 and continuing until the fiscal year ended January 31, 2031, by an amount equal to the lesser of (i) 1% of the shares of the Company's common stock issued and outstanding on January 31 of the immediately preceding fiscal year, (ii) 1,800,000 shares of the Company's common stock or (iii) an amount determined by the Board of Directors. As of January 31, 2021, 1,800,000 shares of common stock remain available for grant under the ESPP. The ESPP permits employees to purchase the Company's common stock through payroll deductions during six month offerings. The offering periods begin each January 1 and July 1, or such other period determined by the compensation committee. Eligible employees will purchase the shares at a price per share equal to the lesser of (i) 85% of the fair market value of a share of the Company's common stock on the first business day of such offering period and (ii) 85% of the fair market value of share of the Company's common stock on the last business day of such offering period, although the compensation committee has discretion to change the purchase price with respect to future offering periods, subject to terms of the ESPP. |
Income Taxes
Income Taxes | 12 Months Ended |
Jan. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The components of loss before income tax expense by domestic and foreign jurisdictions were as follows: Fiscal Year Ended January 31, 2019 2020 2021 United States $ (17,333) $ (20,547) $ (33,478) Foreign (4,779) (6,602) (7,206) Loss before income tax expense $ (22,112) $ (27,149) $ (40,684) The provision for income taxes consisted of the following: Fiscal Year Ended January 31, 2019 2020 2021 Current income tax expense: Federal $ — $ — $ — State — 21 14 Foreign 194 410 402 Total current income tax expense 194 431 416 Deferred income tax expense (benefit): Federal — 76 132 State — 56 101 Foreign — 23 (63) Total deferred income tax expense — 155 170 Total income tax expense $ 194 $ 586 $ 586 The differences between income taxes expected at the U.S. federal statutory income tax rate and the reported income tax expense are summarized as follows: Fiscal Year Ended January 31, 2019 2020 2021 Income tax benefit at statutory rate of 21% for 2019, 2020, and 2021 21.0 % 21.0 % 21.0 % State income tax benefit (expense), net of federal impact 6.0 (0.5) (0.3) Changes in valuation allowance (52.6) (12.2) (69.3) Stock-based compensation 26.0 (0.1) 59.9 Executive compensation 0.0 0.0 (12.6) Transaction costs 0.0 0.0 (1.0) Foreign rate differential (0.4) (0.4) 0.9 Nondeductible expenses (0.8) (0.8) (0.2) Impacts of adoption of the new revenue standard 0.0 (8.8) 0.0 Other (0.1) (0.4) 0.2 (0.9) % (2.2) % (1.4) % Significant components of the Company’s net deferred tax assets and liabilities were as follows: As of January 31, 2020 2021 Deferred tax assets: Net operating losses $ 35,608 $ 67,019 Equity compensation 1,655 4,605 Financing obligation — 4,075 Reserves and accruals 1,156 2,804 Deferred revenue 151 514 Deferred rent 416 415 Transaction costs 311 — Depreciation 126 — Other 238 529 Total deferred tax assets 39,661 79,961 Less valuation allowance (36,425) (70,056) Total deferred tax assets, net of valuation allowances 3,236 9,905 Deferred tax liabilities: Depreciation — (5,582) Contract acquisition costs (2,568) (3,659) Intangible assets (316) (652) Remaining performance obligations (497) (331) Other (49) (45) Total deferred tax liabilities (3,430) (10,269) Net deferred tax liabilities $ (194) $ (364) The net deferred tax asset (liability) was included in the consolidated balance sheets as follows: As of January 31, 2020 2021 Other long-term assets $ — $ 4 Deferred income taxes, noncurrent (194) (368) Net deferred tax liabilities $ (194) $ (364) The Company continually assesses the realizability of its deferred tax assets based on an evaluative process that considers all available positive and negative evidence. The Company has established a valuation allowance in the amount of $36.4 million and $70.1 million as of January 31, 2020 and 2021, respectively, because the Company believes it is not more likely than not the deferred tax asset in jurisdictions excluding several foreign jurisdictions will be realized. The valuation allowance change, primarily comprised of U.S. federal and state jurisdictions, increased by $33.6 million for the fiscal year ended January 31, 2021. The Company maintains its assertion of the Company’s intent for certain foreign earnings to be indefinitely reinvested. As of January 31, 2021, the Company has not recorded taxes on approximately $2.9 million of cumulative undistributed earnings of the Company’s non-U.S. subsidiaries. The Company generally does not provide for taxes related to the Company’s undistributed earnings because such earnings either would not be taxable when remitted or they are indefinitely reinvested. If in the foreseeable future, the Company can no longer demonstrate that these earnings are indefinitely reinvested, a tax liability will be recognized, which could include other taxes such as withholding tax. The determination of the amount of the unrecognized tax liability is directly influenced by the Company’s net operating loss and valuation allowance position in the U.S. If the Company were to repatriate the undistributed earnings, the tax liability is $0.1 million. As of January 31, 2021, for U.S. federal income tax purposes, the Company has net operating loss carryforwards of approximately $79.4 million, which begin to expire in the fiscal years ended 2034 through 2039, and $170.9 million which does not have an expiration period. For U.S. state income tax purposes, the Company has net operating loss carryforwards of approximately $175.3 million, which expire beginning in the fiscal years ended 2023 through 2042, and $29.3 million which does not have an expiration period. For international income tax purposes, the Company has net operating loss carryforwards of approximately $21.0 million that do not expire, with the exception of $2.4 million, which will begin to expire in the fiscal year ended 2031. The Company currently does not have any limitations on net operating loss carryforwards due to the change in ownership provisions of the Tax Reform Act of 1986. The Company is subject to taxation in the U.S. federal and various state and foreign jurisdictions. As of January 31, 2021, the Company is no longer subject to U.S. federal and state examinations by tax authorities for tax years prior to 2017. However, amounts reported as net operating losses and tax credit carryforwards from these tax periods remain subject to review by most tax authorities. The Company recognizes the income tax benefits of any uncertain tax positions only when, based upon the technical merits of the position, it is more likely than not that the position is sustainable upon examination. With the information available, the Company has performed an analysis and as of January 31, 2020 and 2021, the Company has not recognized any unrecognized tax benefits, interest or penalties for any income tax positions. |
Defined Contribution Plan
Defined Contribution Plan | 12 Months Ended |
Jan. 31, 2021 | |
Retirement Benefits [Abstract] | |
Defined Contribution Plan | Defined Contribution PlanThe Company has a 401(k) plan for its employees in the United States who meet the plan requirements. The Company, at its discretion, may make matching contributions. Employees are immediately vested in their contributions. The Company also has a Registered Retirement Savings Plan covering all eligible employees in Canada. Employer contributions for the fiscal years ended January 31, 2019, 2020, and 2021 were $0.1 million, $0.9 million, and $2.1 million, respectively. |
Commitment and Contingencies
Commitment and Contingencies | 12 Months Ended |
Jan. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Operating Leases The Company leases its facilities and a portion of its equipment under various non-cancellable agreements, which expire at various times through July 2028 and require various minimum annual rentals. The terms of the lease agreements provide for rental payments on a graduated basis. The Company recognizes rent expense on a straight-line basis over the lease period and has accrued for rent expense incurred but not paid. If the Company were to exercise any options to renew, contained in some of these agreements, the Company's future contractual obligations would change. Purchase Commitments The Company’s purchase commitments consist of non-cancellable agreements to purchase goods and services, primarily licenses, entered into in the ordinary course of business. Financing Obligation The Company entered into a new lease agreement for our headquarters in November 2020 with a new lessor. The lease goes through 2035 with options to renew. Due to a purchase option contained in the lease, the Company is deemed to have continuing involvement and is considered to be the owner of our headquarters for accounting purposes. As a result, the Company did not meet the criteria to apply sale-leaseback accounting and therefore recorded an asset and corresponding financing obligation for $16.3 million at inception of the lease. The Company also entered into an agreement for a parking deck in January 2021 which is an addition to the existing headquarters building. Due to the Company also being deemed to be the owner of the parking deck for accounting purposes, the costs associated with the construction of the parking deck will be capitalized as construction in progress with a corresponding construction liability through construction which is estimated to be approximately $18.0 million. Upon completion of the parking deck, 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 construction in progress and corresponding construction liability at January 31, 2021 was de minimis. Purchase commitments and future minimum lease payments required under operating leases and financing obligation at January 31, 2021 is as follows: Fiscal Year Ending January 31, Purchase commitments Operating lease obligations Financing obligation - leased facility 2022 $ 2,372 $ 2,445 $ 1,388 2023 1,555 1,937 1,420 2024 836 1,942 1,451 2025 33 1,630 1,484 2026 5 1,679 1,517 Thereafter 2 2,544 17,024 Total $ 4,803 $ 12,177 $ 24,284 Residual financing obligation and asset 3,339 Less: amount representing interest (11,360) Financing obligation $ 16,263 Total lease and purchase commitment expense, inclusive of contracts less than a year, amounted to $5.8 million, $8.7 million, and $11.4 million for the fiscal years ended January 31, 2019, 2020, and 2021, respectively. Indemnification In the ordinary course of business, the Company generally includes standard indemnification provisions in its arrangements with third parties, including vendors, customers, and the Company’s directors and officers. Pursuant to these provisions, the Company may be obligated to indemnify such parties for losses or claims suffered or incurred. It is not possible to determine the maximum potential loss under these indemnification provisions due to the Company’s limited history of prior indemnification claims and the unique facts and circumstances involved in each particular provision. To date, the Company has not incurred any material costs as a result of such obligations and has not accrued any material liabilities related to such obligations in the accompanying consolidated financial statements. Legal Proceedings On February 23, 2021, the Company and certain of its officers and other employees were served with grand jury subpoenas wherein the Antitrust Division of the Department of Justice is seeking documents and information in connection with an investigation of the Company’s hiring and wage practices under U.S. federal antitrust laws. The Company has retained outside counsel and is fully cooperating with the authorities. Although there can be no assurance with respect to the outcome of this matter, the Company believes its hiring and wage practices do not violate antitrust laws. On March 12, 2021, a putative class action complaint was filed in the United States District Court for the Eastern District of North Carolina. The sole class representative in the suit is one individual alleging a contract, combination or conspiracy between and among the Company, Live Oak Bancshares, Inc. and Apiture LLC not to solicit or hire each other’s employees in violation of Section 1 of the Sherman Act and N.C. Gen Stat. §§ 75-1 and 75-2. The complaint seeks treble damages and additional remedies, including restitution, disgorgement, reasonable attorneys’ fees, the costs of the suit, and pre-judgment and post judgment interest. The complaint does not allege any specific damages. Although there can be no assurance with respect to the outcome of this matter, the Company believes the alleged claims are not meritorious and intends to defend itself vigorously. The Company does not presently believe the above matters will have a material adverse effect on its day-to-day operations or the quality of the services, products or innovation it continues to provide to its customers. Given the uncertainty and preliminary stages of these matters, we cannot reasonably estimate any possible loss or range of loss that may result. |
Commitments and Contingencies | Commitments and Contingencies Operating Leases The Company leases its facilities and a portion of its equipment under various non-cancellable agreements, which expire at various times through July 2028 and require various minimum annual rentals. The terms of the lease agreements provide for rental payments on a graduated basis. The Company recognizes rent expense on a straight-line basis over the lease period and has accrued for rent expense incurred but not paid. If the Company were to exercise any options to renew, contained in some of these agreements, the Company's future contractual obligations would change. Purchase Commitments The Company’s purchase commitments consist of non-cancellable agreements to purchase goods and services, primarily licenses, entered into in the ordinary course of business. Financing Obligation The Company entered into a new lease agreement for our headquarters in November 2020 with a new lessor. The lease goes through 2035 with options to renew. Due to a purchase option contained in the lease, the Company is deemed to have continuing involvement and is considered to be the owner of our headquarters for accounting purposes. As a result, the Company did not meet the criteria to apply sale-leaseback accounting and therefore recorded an asset and corresponding financing obligation for $16.3 million at inception of the lease. The Company also entered into an agreement for a parking deck in January 2021 which is an addition to the existing headquarters building. Due to the Company also being deemed to be the owner of the parking deck for accounting purposes, the costs associated with the construction of the parking deck will be capitalized as construction in progress with a corresponding construction liability through construction which is estimated to be approximately $18.0 million. Upon completion of the parking deck, 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 construction in progress and corresponding construction liability at January 31, 2021 was de minimis. Purchase commitments and future minimum lease payments required under operating leases and financing obligation at January 31, 2021 is as follows: Fiscal Year Ending January 31, Purchase commitments Operating lease obligations Financing obligation - leased facility 2022 $ 2,372 $ 2,445 $ 1,388 2023 1,555 1,937 1,420 2024 836 1,942 1,451 2025 33 1,630 1,484 2026 5 1,679 1,517 Thereafter 2 2,544 17,024 Total $ 4,803 $ 12,177 $ 24,284 Residual financing obligation and asset 3,339 Less: amount representing interest (11,360) Financing obligation $ 16,263 Total lease and purchase commitment expense, inclusive of contracts less than a year, amounted to $5.8 million, $8.7 million, and $11.4 million for the fiscal years ended January 31, 2019, 2020, and 2021, respectively. Indemnification In the ordinary course of business, the Company generally includes standard indemnification provisions in its arrangements with third parties, including vendors, customers, and the Company’s directors and officers. Pursuant to these provisions, the Company may be obligated to indemnify such parties for losses or claims suffered or incurred. It is not possible to determine the maximum potential loss under these indemnification provisions due to the Company’s limited history of prior indemnification claims and the unique facts and circumstances involved in each particular provision. To date, the Company has not incurred any material costs as a result of such obligations and has not accrued any material liabilities related to such obligations in the accompanying consolidated financial statements. Legal Proceedings On February 23, 2021, the Company and certain of its officers and other employees were served with grand jury subpoenas wherein the Antitrust Division of the Department of Justice is seeking documents and information in connection with an investigation of the Company’s hiring and wage practices under U.S. federal antitrust laws. The Company has retained outside counsel and is fully cooperating with the authorities. Although there can be no assurance with respect to the outcome of this matter, the Company believes its hiring and wage practices do not violate antitrust laws. On March 12, 2021, a putative class action complaint was filed in the United States District Court for the Eastern District of North Carolina. The sole class representative in the suit is one individual alleging a contract, combination or conspiracy between and among the Company, Live Oak Bancshares, Inc. and Apiture LLC not to solicit or hire each other’s employees in violation of Section 1 of the Sherman Act and N.C. Gen Stat. §§ 75-1 and 75-2. The complaint seeks treble damages and additional remedies, including restitution, disgorgement, reasonable attorneys’ fees, the costs of the suit, and pre-judgment and post judgment interest. The complaint does not allege any specific damages. Although there can be no assurance with respect to the outcome of this matter, the Company believes the alleged claims are not meritorious and intends to defend itself vigorously. The Company does not presently believe the above matters will have a material adverse effect on its day-to-day operations or the quality of the services, products or innovation it continues to provide to its customers. Given the uncertainty and preliminary stages of these matters, we cannot reasonably estimate any possible loss or range of loss that may result. |
Related-Party Transactions
Related-Party Transactions | 12 Months Ended |
Jan. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related-Party Transactions | Related-Party Transactions The Company’s main vendor is also an equity holder in the Company. Total payments related to the agreement with the related party are disclosed in Note 9. The Company also purchases services from this related party to assist in managing its own sales cycle, customer relationship management, and other business functions. The Company has a non-cancellable agreement with the related party for the purchase of services. In December 2020, this agreement was renewed for one year and expires in December 2021. Total payments to the related party for these services recorded to expenses were $0.8 million, $1.1 million, and $1.2 million for the fiscal years ended January 31, 2019, 2020, and 2021, respectively and $1.1 million and $1.3 million were in prepaid expenses and other current assets as of January 31, 2020 and January 31, 2021, respectively. Accounts payable to the related party were $3.3 million and $4.4 million at January 31, 2020 and January 31, 2021, respectively, included in accounts payable, related parties. In the quarter ended July 31, 2020, certain equity holders ceased to qualify as related parties of the Company and the amounts disclosed related to them are accordingly presented through April 30, 2020 only. Included in revenues from three equity holders, who are also customers of the Company, is $9.9 million, $8.4 million, and $2.8 million for the fiscal years ended January 31, 2019, 2020, and 2021, respectively. Deferred revenue, current portion, related parties was $8.0 million as of January 31, 2020. Accounts receivable, related parties was $9.2 million as of January 31, 2020. The Company has a banking relationship with one of its former equity holders who was considered a related party. In the quarter ended July 31, 2020, the equity holder ceased to qualify as a related party of the Company and the amounts disclosed related to such former equity holder are accordingly presented as a related party through April 30, 2020, only. Included in interest income is $0.9 million, $0.7 million, and $0.1 million for the fiscal years ended January 31, 2019, 2020, and 2021, respectively. The Company entered into an agreement with one of its equity holders in May 2016 to spend an agreed-upon amount of funds over a three-year period to further the alliance between the two companies. In October 2020, the agreement |
Basic and Diluted Loss per Shar
Basic and Diluted Loss per Share | 12 Months Ended |
Jan. 31, 2021 | |
Earnings Per Share [Abstract] | |
Basic and Diluted Loss per Share | Basic and Diluted Loss per Share Basic loss per share is computed by dividing net loss attributable to nCino, Inc. by the weighted-average number of common shares outstanding for the fiscal period. Diluted loss per share is computed by giving effect to all potential weighted average dilutive common stock, including options. The dilutive effect of outstanding awards is reflected in diluted earnings per share by application of the treasury stock method. Diluted loss per share for the fiscal years ended January 31, 2019, 2020, and 2021 is the same as the basic loss per share as there was a net loss for those periods, and inclusion of potentially issuable shares was anti-dilutive. The components of basic and diluted loss per share for periods presented are as follows (in thousands, except share and per share data): Fiscal Year Ended January 31, 2019 2020 2021 Basic and diluted loss per share: Numerator Net loss attributable to nCino, Inc. $ (22,306) $ (27,594) $ (40,536) Denominator Weighted-average common shares outstanding 74,593,709 78,316,794 87,678,323 Basic and diluted loss per share attributable to nCino, Inc. $ (0.30) $ (0.35) $ (0.46) 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: Fiscal Year Ended January 31, 2019 2020 2021 Stock options issued and outstanding 8,206,926 7,837,023 5,467,012 Nonvested RSUs issued and outstanding — 948,119 1,848,296 |
Selected Quarterly Financial Da
Selected Quarterly Financial Data | 12 Months Ended |
Jan. 31, 2021 | |
Quarterly Financial Information Disclosure [Abstract] | |
Selected Quarterly Financial Data (Unaudited) | Selected Quarterly Financial Data (Unaudited) Selected summarized quarterly financial information for the fiscal years ended January 31, 2020 and 2021 is as follows: 1st Quarter 2nd Quarter 3rd Quarter 4th Quarter Fiscal Year Fiscal Year Ended January 31, 2020 Revenues $ 29,836 $ 31,978 $ 37,862 $ 38,504 $ 138,180 Cost of revenues 14,038 14,770 16,889 18,373 64,070 Gross profit 15,798 17,208 20,973 20,131 74,110 Operating expenses: Sales and marketing 8,015 10,453 12,602 13,370 44,440 Research and development 7,366 8,272 9,534 10,132 35,304 General and administrative 3,909 6,430 5,557 6,640 22,536 Total operating expenses 19,290 25,155 27,693 30,142 102,280 Loss from operations (3,492) (7,947) (6,720) (10,011) (28,170) Total other income (expense), net 209 (353) 789 376 1,021 Loss before income tax expense (3,283) (8,300) (5,931) (9,635) (27,149) Income tax expense 136 202 158 90 586 Net loss (3,419) (8,502) (6,089) (9,725) (27,735) Net loss attributable to non-controlling interest — — (60) (81) (141) Net loss attributable to nCino, Inc. $ (3,419) $ (8,502) $ (6,029) $ (9,644) $ (27,594) Basic and diluted net loss per share attributable to nCino, Inc. $ (0.05) $ (0.11) $ (0.08) $ (0.12) $ (0.35) Fiscal Year Ended January 31, 2021 Revenues $ 44,712 $ 48,765 $ 54,229 $ 56,587 $ 204,293 Cost of revenues 18,866 22,587 22,514 24,168 88,135 Gross profit 25,846 26,178 31,715 32,419 116,158 Operating expenses: Sales and marketing 12,226 15,626 14,175 17,704 59,731 Research and development 10,965 15,292 15,077 16,929 58,263 General and administrative 6,926 10,953 11,251 11,642 40,772 Total operating expenses 30,117 41,871 40,503 46,275 158,766 Loss from operations (4,271) (15,693) (8,788) (13,856) (42,608) Total other income (expense), net (364) 1,172 (182) 1,298 1,924 Loss before income tax expense (4,635) (14,521) (8,970) (12,558) (40,684) Income tax expense 197 203 309 (123) 586 Net loss (4,832) (14,724) (9,279) (12,435) (41,270) Net loss attributable to non-controlling interest (176) (232) (292) (430) (1,130) Adjustment attributable to redeemable non-controlling interest 113 154 76 53 396 Net loss attributable to nCino, Inc. $ (4,769) $ (14,646) $ (9,063) $ (12,058) $ (40,536) Basic and diluted net loss per share attributable to nCino, Inc. $ (0.06) $ (0.17) $ (0.10) $ (0.13) $ (0.46) |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Jan. 31, 2021 | |
Accounting Policies [Abstract] | |
Principles of Consolidation and Basis of Presentation | Principles of Consolidation and Basis of Presentation: The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America ("GAAP") as set forth in the Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC"). The consolidated financial statements include accounts of the Company’s wholly-owned subsidiaries as well as a variable interest entity in which the Company is the primary beneficiary. All intercompany accounts and transactions are eliminated. Refer to disclosures in Note 2 and Note 3 for additional information regarding the Company’s variable interest entity. |
Variable Interest Entity | Variable Interest Entity: The Company holds an interest in a Japanese company (“nCino K.K.”) that is considered a variable interest entity or VIE. nCino K.K. is considered a VIE as it has insufficient equity capital to finance its activities without additional financial support. The Company is the primary beneficiary of nCino K.K. as it has the power over the activities that most significantly impact the economic performance of nCino K.K. and has the obligation to absorb expected losses and the right to receive expected benefits that could be significant to nCino K.K., in accordance with accounting guidance. As a result, the Company consolidated nCino K.K. and all significant intercompany accounts have been eliminated. The Company will continue to assess whether it has a controlling financial interest and whether it is the primary beneficiary at each reporting period. Other than the Company’s equity investment, the Company has not provided financial or other support to nCino K.K. that it was not contractually obligated to provide. The assets of the VIE can only be used to settle the obligations of the VIE and the creditors of the VIE do not have recourse to the Company. The assets and liabilities of the VIE were not significant to the Company’s consolidated financial statements except for cash which is reflected on the consolidated balance sheets. Refer to Note 3 for additional information regarding the Company’s variable interest. |
Redeemable Non-Controlling Interest | Redeemable Non-Controlling Interest: Redeemable non-controlling interest relates to minority investors of nCino K.K. An agreement with the minority investors of nCino K.K. contains redemption features whereby the interest held by the minority investors are redeemable either at the option of the (i) minority investors or (ii) the Company, both beginning on the eighth anniversary of the initial capital contribution. If the interest of the minority investors were to be redeemed under this agreement, the Company would be required to redeem the interest based on a prescribed formula derived from the relative revenues of nCino K.K. and the Company. The balance of the redeemable non-controlling interest is reported at the greater of the initial carrying amount adjusted for the redeemable non-controlling interest’s share of earnings or losses and other comprehensive income or loss, or its estimated redemption value. The resulting changes in the estimated redemption amount (increases or decreases) are recorded with corresponding adjustments against retained earnings or, in the absence of retained earnings, additional paid-in-capital. These interests are presented on the consolidated balance sheets outside of equity under the caption “Redeemable non-controlling interest.” |
Use of Estimates | Use of Estimates: The preparation of 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 consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates and assumptions made by the Company’s management are used for, but not limited to, revenue recognition including determining the nature and timing of satisfaction of performance obligations, variable consideration, stand-alone selling price, and other revenue items requiring significant judgement; the average period of benefit associated with costs capitalized to obtain revenue contracts; fair value of assets acquired and liabilities assumed for business combinations; fair value of contingent consideration; the useful lives of intangible assets; the valuation allowance on deferred tax assets; redemption value of redeemable non-controlling interest; and stock-based compensation. The Company assesses these estimates on a regular basis using historical experience and other factors. Actual results could differ from these estimates. |
Operating Segments | Operating Segments: The Company operates as one operating segment. Operating segments are defined as components of an enterprise for which separate financial information is available and evaluated regularly by the chief operating decision maker, which is the Company’s chief executive officer, in deciding how to make operating decisions, allocate resources, and assess performance. The Company’s chief operating decision maker allocates resources and assesses performance at the consolidated level. |
Concentration of Credit Risk and Significant Customers | Concentration of Credit Risk and Significant Customers: The Company’s financial instruments that are exposed to concentration of credit risk consist primarily of cash and cash equivalents. The Company’s cash and cash |
Revenue Recognition | Revenue Recognition: The Company derives revenues primarily from subscription services and professional services. Revenues are recognized when a contract exists between the Company and a customer and upon transfer of control of promised products or services to customers in an amount that reflects the consideration the Company expects to receive in exchange for those products or services. The Company enters into contracts that can include various combinations of subscription and professional services, which may be capable of being distinct and accounted for as separate performance obligations, or in the case of offerings such as subscription services and support, accounted for as a single performance obligation. Revenues are recognized net of allowances and any taxes collected from customers, which are subsequently remitted to governmental authorities. The Company determines revenue recognition through the following steps: • Identification of the contract, or contracts, with a customer; • Identification of the performance obligations in the contract; • Determination of the transaction price; • Allocation of the transaction price to the performance obligations in the contract; and • Recognition of revenues when, or as, the Company satisfies a performance obligation. Subscription Revenues Subscription revenues primarily consist of fees for providing customers access to the Company’s cloud applications, with routine customer support and maintenance related to email and phone support, bug fixes, and unspecified software updates, and upgrades released when and if available during the maintenance term. Revenues are generally recognized on a ratable basis over the contract term beginning on the date that the Company’s service is made available to the customer, which the Company believes best reflects the manner in which the Company’s customers utilize the Company’s subscription offerings. Arrangements with customers do not provide the customer with the right to take possession of the software supporting the cloud-based application service at any time and, as a result, are accounted for as a service contract. Generally, the Company’s subscription contracts are three years or longer in length, billed annually in advance, are non-cancelable, and do not contain refund-type provisions. Any subscription arrangements that are cancelable generally have penalty clauses. Professional Services Revenues Professional services revenues primarily consist of fees for deployment, configuration, and optimization services, as well as training. The majority of the Company’s professional services contracts are billed on a fixed price basis, and revenues are recognized over time based on a proportional performance methodology which utilizes input methods. A portion of the Company’s professional services contracts are billed on a time and materials basis and revenues are recognized over time as the services are performed. Contracts with Multiple Performance Obligations Most of the Company’s contracts with customers contain multiple performance obligations. For these contracts, the Company accounts for individual performance obligations separately if they are distinct. The transaction price is allocated to the separate performance obligations on a relative standalone selling price (“SSP”) basis. The Company determines SSP by considering its overall pricing objectives and market conditions. Significant pricing practices taken into consideration include the Company’s discounting practices, the size and volume of the Company’s transactions, the customer demographic, the geographic area where services are sold, price lists, the Company’s go-to-market strategy, historical sales, and contract prices. As the Company’s go-to-market strategies evolve, the Company may modify its pricing practices in the future, which could result in changes to SSP. Given the variability of pricing, the Company uses a range of SSP. The Company determines the SSP range using information that may include market conditions or other observable inputs. The Company typically has more than one SSP for individual products and services due to the stratification of products and services by customer size. Costs Capitalized to Obtain Revenue Contracts As part of its adoption of ASU 2014-09, the Company capitalizes incremental costs of obtaining a non-cancelable subscription and support revenue contract if the Company expects the benefit of those costs to be longer than one year. The provisions of ASU 2014-09 codified and clarified the accounting guidance for contract acquisition costs. The new guidance resulted in the capitalization of additional contract acquisition costs, which are subsequently amortized over the estimated life of the contract. Under the prior accounting guidance, the Company expensed sales commissions as incurred. Under ASU 2014-09, capitalized amounts consist primarily of sales commissions paid to the Company’s direct sales force. Capitalized amounts also include (1) amounts paid to employees other than the direct sales force who earn incentive payouts under annual compensation plans that are tied to the value of contracts acquired and (2) the associated payroll taxes and fringe benefit costs associated with the payments to these employees. Capitalized costs related to new revenue contracts are amortized on a straight-line basis over four years, which, although longer than the typical initial contract period, reflects the average period of benefit, including expected contract renewals. In arriving at this average period of benefit, the Company evaluated both qualitative and quantitative factors which included the estimated life cycles of its offerings and its customer attrition. The capitalized amounts are recoverable through future revenue streams under all non-cancelable customer contracts. The Company periodically evaluates whether there have been any changes in its business, the market conditions in which it operates, or other events which would indicate that its amortization period should be changed or if there are potential indicators of impairment. Amortization of capitalized costs to obtain revenue contracts is included in sales and marketing expense in the accompanying consolidated statements of operations. Judgments Contracts with customers may include multiple services requiring allocation of the transaction price across the different performance obligations. Standalone selling price is established by maximizing the amount of observable inputs, primarily actual historical selling prices for performance obligations where available and includes consideration of factors such as go-to-market model and customer size. Where standalone selling price may not be observable (e.g., the performance obligation is not sold separately), the Company maximizes the use of observable inputs by using information that may include reviewing pricing practices, performance obligations with similar customers, and selling models. Capitalized costs to obtain a contract are amortized over the expected period of benefit, which the Company has determined, based on analysis, to be approximately four years. The Company evaluated qualitative and quantitative factors to determine the period of amortization, including contract length, renewals, customer life, and the useful lives of our products and acquired products. When the expected period of benefit of an asset which would be capitalized is less than one year, the Company expenses the amount as incurred, utilizing the practical expedient. The Company regularly evaluates whether there have been changes in the underlying assumptions and data used to determine the amortization period. At times, the Company provides credits or incentives to its customers. Known and estimable credits and incentives represent a form of variable consideration, which are determined at contract inception and reduce the revenues recognized for a particular contract. At the end of each reporting period, the Company reviews and updates its estimates as additional information becomes available. The Company believes that there will not be significant changes to its estimates of variable consideration as of January 31, 2021. The Company evaluates whether it is the principal (i.e., report revenues on a gross basis) or agent (i.e., report revenues on a net basis) with respect to vendor reseller agreements pursuant to which the Company resells certain third-party solutions along with the Company’s solutions. Generally, the Company reports revenues from these types of contracts on a gross basis, meaning the amounts billed to customers are recorded as revenues and expenses incurred are recorded as cost of revenues. Where the Company is the principal, it first obtains control of the inputs to the specific good or service and directs their use to create the combined output. The Company’s control is evidenced by its involvement in the integration of the good or service on its platform before it is transferred to its customers and is further supported by the Company being primarily responsible to its customers and having a level of discretion in establishing pricing. Revenues provided from agreements in which the Company is an agent are immaterial to these consolidated financial statements. |
Deferred Revenue | Deferred Revenue: Deferred revenue primarily consists of billings or payments received in advance of revenue recognition from subscription services, including non-cancellable and non-refundable committed funds and deposits. Deferred revenue is recognized as revenue recognition criteria has been met. Customers are typically invoiced for these agreements in advance of regular annual installments and revenues are recognized ratably over the contractual subscription period. The deferred revenue balance is influenced by several factors, including seasonality, the compounding effects of renewals, invoice duration, invoice timing, size and new business linearity. Deferred revenue does not represent the total contract value of annual or multi-year non-cancellable subscription agreements. Deferred revenue that will be recognized during the succeeding 12-month period are recorded as deferred revenue, current portion, and the remaining portion is recorded as deferred revenue, net of current portion on the consolidated balance sheets. Payment terms vary by contract, although terms generally include a requirement of payment within 30 to 45 days. In instances where the timing of revenue recognition differs from the timing of invoicing, the Company has determined contracts generally do not include a significant financing component. The primary purpose of invoicing terms is to provide customers with simplified and predictable ways of purchasing services, such as invoicing at the beginning of a subscription term with revenues recognized ratably over the contract period, and not to provide financing to customers. Any implied financing costs are considered insignificant in the context of the Company’s contracts. |
Cash and Cash Equivalents | Cash and Cash Equivalents: The Company considers all highly liquid investments purchased with an original maturity of three months or less at the date of purchase to be cash equivalents. Cash equivalents are stated at fair value. |
Accounts Receivable and Allowances | Accounts Receivable and Allowances: A receivable is recorded when an unconditional right to invoice and receive payment exists, such that only the passage of time is required before payment of consideration is due. Timing of revenue recognition may differ from the timing of invoicing to customers. Certain performance obligations may require payment before delivery of the service to the customer. We recognize a contract asset in the form of accounts receivable when we have an unconditional right to payment, and we record a contract asset in the form of unbilled accounts receivable when revenues earned on a contract exceeds the billings. The Company’s standard billing terms are annual in advance. An unbilled accounts receivable is a contract asset related to the delivery of the Company’s subscription services and professional services for which the related billings will occur in a future period. Unbilled accounts receivable consists of (i) revenues recognized for professional services performed but not yet billed and (ii) revenues recognized from non-cancelable, multi-year orders in which fees increase annually but for which we are not contractually able to invoice until a future period. Accounts receivable are reported at their gross outstanding balance reduced by an allowance for estimated receivable losses. |
Property and Equipment | Property and Equipment: Property and equipment are stated at cost less accumulated depreciation. Depreciation is calculated on the straight-line method over the estimated useful lives of the assets and commences once the asset is placed in service or is ready for its intended use. The estimated useful lives by asset classification are generally as follows: Asset Classification Estimated Useful Life Furniture and fixtures 3-7 years Computers and equipment 3 years Buildings 40 years Leasehold improvements Shorter of remaining life of the lease term or estimated useful life When assets are retired or otherwise disposed of, the cost and accumulated depreciation or amortization are removed from their respective accounts, and any gain or loss on such retirement is reflected in operating expenses. |
Financing Obligations | Financing Obligations: The Company records assets and liabilities for lease arrangements where the Company has continued involvement due to purchase options and is deemed to be the owner for accounting purposes. |
Capitalized Software Costs | Capitalized Software Costs: Costs related to software developed for internal use are capitalized during the application development stage. Costs related to preliminary internal or external project activities and post implementation activities are expensed as incurred. Capitalized internal-use software is amortized on a straight-line basis over its estimated useful life, which is generally two |
Intangible Assets | Intangible Assets: Intangible assets are amortized over their estimated useful lives. Each period, the Company evaluates the estimated remaining useful life of its intangible assets and whether events or changes in circumstances warrant a revision to the remaining period of amortization. |
Impairment Assessment | Impairment Assessment: The Company evaluates intangible assets and long-lived assets for possible impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. This includes but is not limited to significant adverse changes in business climate, market conditions, or other events that indicate an asset’s carrying amount may not be recoverable. Recoverability of these assets is measured by comparing the carrying amount of each asset to the future undiscounted cash flows the asset is expected to generate. If the undiscounted cash flows used in the test for recoverability are less than the carrying amount of these assets, the carrying amount of such assets is reduced to fair value. |
Goodwill | Goodwill: Goodwill represents the excess of the purchase price in a business combination over the fair value of net assets acquired. Goodwill is not amortized, but rather the carrying amounts of these assets are assessed for impairment at least annually or whenever events or changes in circumstances indicate that the carrying value of these assets may not be recoverable. Goodwill is tested for impairment annually on November 1, the first day of the fourth quarter of the fiscal year. In the fiscal year ended January 31, 2020, the Company elected to early adopt ASU 2017-04, “Simplifying the Test for Goodwill Impairment” for its annual goodwill impairment test. ASU 2017-04 removes Step 2 of the goodwill impairment test requiring a hypothetical purchase price allocation. To perform our impairment testing, we first assess qualitative factors to determine whether it is more likely than not that the fair value of our single reporting unit is less than its carrying amount. The qualitative factors we consider include, but are not limited to, macroeconomic conditions, industry and market conditions, company-specific events, changes in circumstances and after-tax cash flows. If the qualitative factors indicate that the fair value of the reporting unit is greater than the carrying value of the net assets assigned to the reporting unit, then we do not consider the assigned goodwill to be impaired. We are only required to perform the two-step impairment test if the qualitative factors indicate that it is more likely than not that the fair value of the reporting unit is less than its carrying amount. We may elect to perform the two-step impairment test without considering such qualitative factors. Goodwill impairment, if any, is determined by comparing the reporting unit’s fair value to its carrying value. An impairment loss is recognized in an amount equal to the excess of the reporting unit’s carrying value over its fair value, up to the amount of goodwill allocated to the reporting unit. There is no goodwill impairment for the fiscal years ended January 31, 2019, 2020, and 2021. The Company determines the fair value of a reporting unit using a discounted cash flow analysis that is corroborated by a market-based approach. Determining fair value requires the exercise of significant judgment, including judgment about appropriate discount rates, perpetual growth rates, and the amount and timing of expected future cash flows. The cash flows employed in the discounted cash flow analyses are based on the most recent budget and long-term forecast. The discount rates used in the discounted cash flow analyses are intended to reflect the risks inherent in the future cash flows of the respective reporting units. The market comparable approach estimates fair value using market multiples of various financial measures compared to a set of comparable public companies and recent comparable transactions. |
Business Combinations | Business Combinations: Several valuation methods may be used to determine the fair value of assets acquired and liabilities assumed. The Company uses its best estimates and assumptions to assign fair value to the tangible and intangible assets acquired and liabilities assumed at the acquisition date. The Company’s estimates are inherently uncertain and subject to refinement. For intangible assets, the Company typically uses the income method. This method starts with a forecast of all of the expected future net cash flows for each asset. These cash flows are then adjusted to present value by applying an appropriate discount rate that reflects the risk factors associated with the cash flow streams. Some of the more significant estimates and assumptions inherent in the income method or other methods include the amount and timing of projected future cash flows, the discount rate selected to measure the risks inherent in the future cash flows, and the assessment of the asset’s life cycle and the competitive trends impacting the asset, including consideration of any technical, legal, regulatory, or economic barriers to entry. Determining the useful life of an intangible asset also requires judgment as different types of intangible assets will have different useful lives and certain assets may even be considered to have indefinite useful lives. During the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments to the fair value of these tangible and intangible assets acquired and liabilities assumed, with the corresponding offset to goodwill. In addition, uncertain tax positions and tax-related valuation allowances are initially recorded in connection with a business combination as of the acquisition date. The Company continues to collect information and reevaluates these estimates and assumptions quarterly and records any adjustments to the Company’s preliminary estimates to goodwill provided that the Company is within the measurement period. Upon the conclusion of the measurement period or final determination of the fair value of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to the Company’s consolidated statements of operations. For acquisitions involving additional consideration to be transferred to the selling parties in the event certain future events occur or conditions are met (“contingent consideration”), the Company recognizes the acquisition-date fair value of contingent consideration as part of the consideration transferred in exchange for the business combination. Contingent consideration meeting the criteria to be classified as equity in the consolidated balance sheets is not remeasured, and its subsequent settlement is recorded within stockholders’ equity. Contingent consideration classified as a liability is remeasured to fair value at each reporting date until the contingency is resolved, with any changes in fair value recognized in the Company’s consolidated statements of operations. |
Deferred Rent | Deferred Rent: Operating leases rent expense is recognized on a straight-line basis over the terms of the leases and the difference between cash rent payments and recognized rent expense is recorded as a deferred rent liability. Landlord-funded leasehold improvements are also recorded as deferred rent liabilities and amortized as a reduction of rent expense over the non-cancelable term of the related operating lease. The Company may receive rent holidays and other incentives. The Company |
Cost of Revenues | Cost of Revenues: Cost of subscription and support revenues consists of costs related to hosting the Company’s software solution and employee-related costs, including stock-based compensation expenses and allocated overhead associated with customer support. Cost of professional services and other revenues consist of employee-related costs associated with these services, including stock-based compensation expenses, and allocated overhead, and the cost of subcontractors. Allocated overhead includes costs such as information technology infrastructure, rent and occupancy charges, along with employee benefit costs, and taxes based upon a percentage of total compensation expense. As such, general overhead expenses are reflected in each cost of revenues and operating expenses category. |
Advertising | Advertising: Advertising costs are expensed as incurred and consist of advertising, third-party marketing, branded marketing, and conference and event expenses. |
Income Taxes | Income Taxes: Deferred income taxes are determined using the asset and liability method, whereby deferred tax assets are recognized for deductible temporary differences and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are also recorded for any tax attribute, such as net operating losses. Deferred tax assets and liabilities are adjusted for the effects of the changes in tax laws and rates on the date of enactment within income tax expense. The Company reflects the expected amount of income taxes to be paid or refunded during the year as current income tax expense or benefit, as applicable. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more-likely-than-not that some portion or all of the deferred tax assets will not be realized. The Company follows the accounting standards on accounting for uncertainty in income taxes, which addresses the determination of whether tax benefits claimed, or expected to be claimed, on a tax return should be recorded in the consolidated financial statements. Under this guidance, the Company may recognize the tax benefit from an uncertain tax position only if it is more-likely-than-not that the tax position will be sustained on examination by taxing authorities based on the technical merits of the tax position. The tax benefits recognized in the consolidated financial statements from such a position are measured based on the benefit having a greater than 50% likelihood of being realized upon ultimate settlement. The guidance on accounting for uncertainty in income taxes also addresses de-recognition, classification, interest, and penalties on income taxes, and accounting interim periods. When and if applicable, potential interest and penalties are accrued as incurred, within income tax expense. |
Other Comprehensive Income (Loss) | Other Comprehensive Income (Loss): Accumulated other comprehensive income (loss) is reported as a component of stockholders’ equity and includes unrealized gains and losses on foreign currency translation adjustments. |
Foreign Currency Exchange | Foreign Currency Exchange: The functional currency of the Company’s foreign subsidiaries is generally the local currency. Adjustments resulting from translating foreign functional currency financial statements into U.S. dollars are recorded as a separate component on the consolidated statements of comprehensive loss recorded in foreign currency translation line item. Foreign currency transaction gains and losses due to remeasurement are included in other expense in the consolidated statements of operations and were $0.1 million, $0.04 million, and $1.5 million for the fiscal years ended January 31, 2019, 2020, and 2021, respectively, primarily related to various intercompany loans. All assets and liabilities denominated in a foreign currency are translated into U.S. dollars at the exchange rate on the balance sheet date. Revenues and expenses are translated at the average exchange rate during the period. Equity transactions are translated using historical exchange rates. |
Stock-Based Compensation | Stock-Based Compensation: As further described in Note 11, the Company records compensation expense associated with stock options and other equity-based compensation in accordance with ASC 718, Compensation – Stock Compensation. The Company establishes fair value as the measurement objective in accounting for share-based payment transactions with employees and recognizes expense on a straight-line basis over the applicable vesting period. |
Basic and Diluted Loss per Common Share | Basic and Diluted Loss per Common Share: Basic loss per share is calculated by dividing the net loss attributable to nCino, Inc. by the weighted-average number of shares of common stock outstanding for the period. Diluted loss per share is calculated by giving effect to all potentially dilutive common stock, which is comprised of stock options and restricted stock units, when determining the weighted-average number of common shares outstanding. For purposes of the diluted loss per share calculation, basic and diluted loss per share were the same, as the effect of all potentially dilutive securities would have been anti-dilutive. |
Recently Adopted Accounting Guidance | Recently Adopted Accounting Guidance: In August 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement, which eliminates certain disclosure requirements for fair value measurements for all entities, requires public entities to disclose certain new information and modifies some disclosure requirements. ASU 2018-13 is effective for all entities for fiscal years beginning after December 15, 2019 and for interim periods within those fiscal years, and early adoption is permitted. An entity is permitted to early adopt either the entire standard or only the provisions that eliminate or modify requirements. The Company adopted the standard effective February 1, 2020. The adoption of this standard did not have a material impact on the Company’s consolidated financial statements. In August 2018, the FASB issued ASU 2018-15, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract. This standard aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. ASU 2018-15 is effective for emerging growth companies following private company adoption dates in fiscal years beginning after December 15, 2019, and interim periods within annual periods beginning after December 15, 2020, with early adoption permitted. The Company prospectively adopted the standard effective February 1, 2020. The adoption of this standard did not have a material impact on the Company’s consolidated financial statements. In October 2018, the FASB issued ASU 2018-17, Consolidation (Topic 810), Targeted Improvements to Related Party Guidance for Variable Interest Entities , which addresses the cost and complexity of financial reporting associated with consolidation of variable interest entities (“VIE”). ASU 2018-17 is effective for emerging growth companies following private company adoption dates in fiscal years beginning after December 15, 2019, and interim periods within annual periods beginning after December 15, 2020, with early adoption permitted. The new guidance must be applied on a retrospective basis as a cumulative-effect adjustment as of the date of adoption. The adoption of this standard did not impact the Company’s consolidated financial statements or related disclosures upon adoption because the Company did not, and currently does not, have any indirect interests through related parties under common control for which it receives decision-making fees. Recent Accounting Pronouncements Not Yet Adopted: In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). The standard will affect all entities that lease assets and will require lessees to recognize a lease liability and a right-of-use asset for all leases (except for short-term leases that have a duration of less than one year) as of the date on which the lessor makes the underlying asset available to the lessee. For lessors, accounting for leases is substantially the same as in prior periods. In July 2018, the FASB issued ASU 2018-10, Codification Improvements to Topic 842, Leases, to clarify how to apply certain aspects of the new leases standard. ASU 2016-02, as subsequently amended for various technical issues, is effective for emerging growth companies following private company adoption dates in fiscal years beginning after December 15, 2021, and interim periods within annual periods beginning after December 15, 2022, and early adoption is permitted. If the Company were to cease meeting the emerging growth company criteria during the fiscal year ending January 31, 2022, this ASU would be effective for the Company for its Annual Report on Form 10-K for the fiscal year ended January 31, 2022. The Company is planning to adopt this ASU beginning February 1, 2021. The Company expects that the adoption of this ASU will impact its consolidated balance sheets as most of its operating lease commitments will be subject to the new standard and recognize as right-of-use assets and corresponding operating lease liabilities upon the adoption of this ASU, which will increase the total assets and total liabilities that it reports relative to such amounts prior to adoption. The Company intends to adopt the standard following the alternative transition method in which the Company is not required to restate or disclose the effects of applying this ASU for comparative periods. The Company intends to elect the package of practical expedients which permits the Company to not reassess our prior conclusions pertaining to lease identification, lease classification, and initial direct costs. The Company does not expect to elect the use-of-hindsight or the practical expedient pertaining to land easements. In addition, the Company expects to elect ongoing practical expedients including the option to not recognize right-of-use assets and lease liabilities for short term leases, leases with an original term of twelve months or less. The Company also currently expects to apply the practical expedient to not separate lease and non-lease components. The Company expects the adoption of this standard to result in the recording of additional right-of-use assets and lease liabilities in the range of approximately $10.0 million to $12.0 million and in the range of approximately $11.0 million to $13.0 million, respectively, as of February 1, 2021. The difference between the additional right-of-use assets and lease liabilities is the reclassification of deferred rent on the Company's consolidated balance sheet at the date of adoption. The Company does not expect the standard to impact the consolidated statements of operations, comprehensive loss or the consolidated statements of cash flows. Upon the adoption of this standard our current financing obligation will remain a financing obligation. In June 2016, the FASB issued ASU 2016-13, Financial Instruments–Credit Losses: Measurement of Credit Losses on Financial Instruments , which changes the impairment model for most financial assets. The new model uses a forward-looking expected loss method, which will generally result in earlier recognition of allowances for losses. ASU 2016-13, as subsequently amended for various technical issues, is effective for emerging growth companies following private company adoption dates for fiscal years beginning after December 15, 2022 and for interim periods within those fiscal years. If the Company were to cease meeting the emerging growth company criteria during the fiscal year ending January 31, 2022, this ASU would be effective for the Company for its Annual Report on Form 10-K for the fiscal year ended January 31, 2022. The Company is planning to adopt this ASU beginning February 1, 2021. The Company does not expect adoption will have a material impact on the Company’s financial statements. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes , which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. ASU 2019-12 is effective for emerging growth companies following private company adoption dates in fiscal years beginning after December 15, 2021, and interim periods within annual periods beginning after December 15, 2022, with early adoption permitted, including adoption in an interim period. If the Company were to cease meeting the emerging growth company criteria during the fiscal year ending January 31, 2022, this ASU would be effective for the Company for its Annual Report on Form 10-K for the fiscal year ended January 31, 2022. The Company is planning to adopt this ASU beginning February 1, 2021. The Company does not expect adoption will have a material impact on the Company’s financial statements. In October 2020, the FASB issued ASU 2020-10, Codification Improvements |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Jan. 31, 2021 | |
Accounting Policies [Abstract] | |
Activity in Allowance for Doubtful Accounts | A summary of activity in the allowance for doubtful accounts is as follows: Fiscal Year Ended January 31, 2019 2020 2021 Balance, beginning of period $ 20 $ 123 $ — Charged to (recovery of) bad debt expense 110 (105) 100 Write off of uncollectible accounts (7) (18) (17) Translation adjustments — — 5 Balance, end of period $ 123 $ — $ 88 |
Property, Plant and Equipment | The estimated useful lives by asset classification are generally as follows: Asset Classification Estimated Useful Life Furniture and fixtures 3-7 years Computers and equipment 3 years Buildings 40 years Leasehold improvements Shorter of remaining life of the lease term or estimated useful life Property and equipment, net consisted of the following: As of January 31, 2020 2021 Furniture and fixtures $ 5,279 $ 6,706 Computers and equipment 3,907 5,039 Buildings — 16,300 Leasehold improvements 8,436 11,581 Construction-in-progress 2,055 277 19,677 39,903 Less accumulated depreciation (6,200) (9,960) $ 13,477 $ 29,943 The Company recognized depreciation expense as follows: Fiscal Year Ended January 31, 2019 2020 2021 Cost of revenues $ 534 $ 949 $ 1,297 Sales and marketing 368 739 1,076 Research and development 383 835 1,347 General and administrative 173 338 506 Total depreciation expense $ 1,458 $ 2,861 $ 4,226 |
Variable Interest Entity and _2
Variable Interest Entity and Redeemable Non-Controlling Interest (Tables) | 12 Months Ended |
Jan. 31, 2021 | |
Noncontrolling Interest [Abstract] | |
Temporary Equity | The following table summarizes the activity in the redeemable non-controlling interests for the period indicated below: Balance, as of January 31, 2019 $ — Investment by redeemable non-controlling interest 4,513 Net loss attributable to redeemable non-controlling interest (141) Foreign currency translation (16) Adjustment to redeemable non-controlling interest — Balance, as of January 31, 2020 4,356 Net loss attributable to redeemable non-controlling interest (1,130) Foreign currency translation 169 Adjustment to redeemable non-controlling interest 396 Balance, as of January 31, 2021 $ 3,791 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 12 Months Ended |
Jan. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value, Assets Measured on Recurring Basis | The following table summarizes the Company’s financial assets measured at fair value as of January 31, 2020 and January 31, 2021 and indicates the fair value hierarchy of the valuation: Fair value measurements on a recurring basis as of January 31, 2020 Level 1 Level 2 Level 3 Assets: Money market accounts (included in cash and cash equivalents) $ 67,119 $ — $ — Total assets $ 67,119 $ — $ — Liabilities: Contingent consideration (included in other long-term liabilities) $ — $ — $ 195 Total liabilities $ — $ — $ 195 Fair value measurements on a recurring basis as of January 31, 2021 Level 1 Level 2 Level 3 Assets: Money market accounts (included in cash and cash equivalents) $ 332,541 $ — $ — Total assets $ 332,541 $ — $ — Liabilities: Contingent consideration (included in other accrued expenses) $ — $ — $ — Total liabilities $ — $ — $ — |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation | A reconciliation of the balance for contingent consideration obligations for the fiscal years ended January 31, 2020 and 2021 is as follows: Balance, as of January 31, 2019 $ — Acquisitions 197 Change in fair value — Translation adjustments (2) Balance, as of January 31, 2020 195 Acquisitions — Change in fair value — Translation adjustments 17 Payments of contingent consideration (212) Balance, as of January 31, 2021 $ — |
Revenues (Tables)
Revenues (Tables) | 12 Months Ended |
Jan. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenue by Geographic Region | Revenues by geographic region were as follows: Fiscal Year Ended January 31, 2019 2020 2021 United States $ 87,328 $ 127,192 $ 180,923 International 4,206 10,988 23,370 $ 91,534 $ 138,180 $ 204,293 |
Schedule of Accounts, Notes, Loans and Financing Receivable | Accounts receivable, less allowance for doubtful accounts, is as follows as of January 31, 2020 and January 31, 2021: As of January 31, 2020 2021 Trade accounts receivable $ 32,686 $ 53,272 Unbilled accounts receivable 1,425 1,814 Allowance for doubtful accounts — (88) Other accounts receivable 94 519 Total accounts receivable, net $ 34,205 $ 55,517 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Jan. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | The estimated useful lives by asset classification are generally as follows: Asset Classification Estimated Useful Life Furniture and fixtures 3-7 years Computers and equipment 3 years Buildings 40 years Leasehold improvements Shorter of remaining life of the lease term or estimated useful life Property and equipment, net consisted of the following: As of January 31, 2020 2021 Furniture and fixtures $ 5,279 $ 6,706 Computers and equipment 3,907 5,039 Buildings — 16,300 Leasehold improvements 8,436 11,581 Construction-in-progress 2,055 277 19,677 39,903 Less accumulated depreciation (6,200) (9,960) $ 13,477 $ 29,943 The Company recognized depreciation expense as follows: Fiscal Year Ended January 31, 2019 2020 2021 Cost of revenues $ 534 $ 949 $ 1,297 Sales and marketing 368 739 1,076 Research and development 383 835 1,347 General and administrative 173 338 506 Total depreciation expense $ 1,458 $ 2,861 $ 4,226 |
Business Combinations (Tables)
Business Combinations (Tables) | 12 Months Ended |
Jan. 31, 2021 | |
Business Combinations [Abstract] | |
Schedule of Business Acquisitions, by Acquisition | The acquisition-date fair value of the consideration transferred is as follows: Total Consideration Cash consideration to members $ 49,428 Voting common stock issued (1,438,805 shares) 23,812 Total consideration $ 73,240 The acquisition-date fair value of the consideration transferred is as follows: Total Consideration Cash consideration to shareholders $ 3,928 Cash consideration to settle debt 137 Voting common stock issued (63,967 shares) 1,392 Contingent consideration - cash payment 197 Contingent consideration - common stock 5,857 Total consideration $ 11,511 |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following table summarizes the fair values of assets acquired and liabilities assumed as of the date of acquisition: Fair Value Cash and cash equivalents $ 1,209 Accounts receivable 1,177 Other current and noncurrent assets 574 Intangible assets 25,500 Goodwill 46,584 Accounts payable, accrued expenses, and other liabilities, current and noncurrent (1,804) Net assets acquired $ 73,240 The following table summarizes the fair values of assets acquired and liabilities assumed as of the date of acquisition: Fair Value Cash and cash equivalents $ 17 Accounts receivable 78 Other current and noncurrent assets 301 Intangible assets 2,376 Goodwill 9,405 Accounts payable, accrued expenses, and other liabilities, current and noncurrent (666) Net assets acquired $ 11,511 |
Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination | The following table sets forth the components 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 date of acquisition: Fair Value Useful Life Developed technology $ 3,800 4 years Customer relationships 21,600 13 years Trademarks 100 < 1 year Total intangible assets subject to amortization $ 25,500 The following table sets forth the components 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 date of acquisition: Fair Value Useful Life Developed technology $ 2,244 4 years Customer relationships 107 13 years Trademarks 25 < 1 year Total intangible assets subject to amortization $ 2,376 |
Business Acquisition, Pro Forma Information | The table below shows the pro forma statements of operations for the respective years ending January 31: (Unaudited) January 31, 2019 2020 Revenues $ 102,224 $ 142,958 Net loss attributable to nCino, Inc. (24,954) (27,647) |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Jan. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The change in the carrying amounts of goodwill was as follows: Balance, as of January 31, 2019 $ — Acquisitions 55,989 Translation adjustments (149) Balance, as of January 31, 2020 55,840 Acquisitions — Translation adjustments 1,309 Balance, as of January 31, 2021 $ 57,149 |
Schedule of Finite-Lived Intangible Assets | Intangible assets, net are as follows: As of January 31, 2020 As of January 31, 2021 Gross Accumulated Net Carrying Gross Accumulated Net Carrying Weighted Average Remaining Useful Life (Years) Acquired developed technology $ 6,008 $ (695) $ 5,313 $ 6,320 $ (2,295) $ 4,025 2.5 Customer relationships 21,706 (937) 20,769 21,721 (2,609) 19,112 11.4 Trademarks 125 (114) 11 128 (128) — 0.0 $ 27,839 $ (1,746) $ 26,093 $ 28,169 $ (5,032) $ 23,137 9.9 |
Finite-lived Intangible Assets Amortization Expense | The Company recognized amortization expense as follows: Fiscal Year Ended January 31, 2019 2020 2021 Cost of subscription revenues $ — $ 697 $ 1,525 Sales and marketing — 937 1,670 General and administrative — 114 10 Total amortization expense $ — $ 1,748 $ 3,205 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | The expected future amortization expense for intangible assets as of January 31, 2021 is as follows: Fiscal Year Ending January 31, 2022 $ 3,250 2023 3,250 2024 2,538 2025 1,670 2026 1,670 Thereafter 10,759 $ 23,137 |
Stockholders_ Equity (Tables)
Stockholders’ Equity (Tables) | 12 Months Ended |
Jan. 31, 2021 | |
Equity [Abstract] | |
Schedule of Stock by Class | At January 31, 2021, the Company committed a total of 22,567,317 shares of common stock for future issuance as follows: Issued and outstanding stock options 5,467,012 Nonvested issued and outstanding restricted stock units ("RSUs") 1,848,296 Possible issuance under stock plans 15,252,009 22,567,317 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Jan. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | The risk-free rate reflects the U.S. Treasury yield for a similar expected life instrument in effect at the time of the grant. The assumptions utilized for the fiscal years ended January 31, 2019 and 2020 are as follows: Fiscal Year Ended January 31, 2019 2020 Expected life (in years from vesting) 6.25 6.10 - 6.25 Expected volatility 40% - 41% 40% Expected dividends 0.00% 0.00% Risk-free rate 2.07% - 2.27% 1.63% - 2.59% |
Stock Option Activity | Stock option activity for the fiscal year ended January 31, 2021 was as follows: Number of Weighted Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value (In thousands) Outstanding, January 31, 2020 7,837,023 $ 5.39 6.54 $ 126,245 Granted — — Expired or forfeited (61,312) 11.72 Exercised (2,308,699) 3.79 142,933 Outstanding, January 31, 2021 5,467,012 $ 6.00 5.78 $ 359,193 Exercisable, January 31, 2021 3,925,007 $ 4.71 5.36 $ 262,927 Fully vested or expected to vest, January 31, 2021 5,436,172 $ 5.98 5.77 $ 357,267 |
Schedule of Nonvested Restricted Stock Units Activity | RSU activity during the fiscal year ended January 31, 2021 was as follows: Number of Weighted Average Nonvested, January 31, 2020 948,119 $ 21.75 Granted 1,170,748 22.30 Vested (253,042) 21.72 Forfeited (17,529) 25.59 Nonvested, January 31, 2021 1,848,296 $ 22.07 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Jan. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income before Income Tax, Domestic and Foreign | The components of loss before income tax expense by domestic and foreign jurisdictions were as follows: Fiscal Year Ended January 31, 2019 2020 2021 United States $ (17,333) $ (20,547) $ (33,478) Foreign (4,779) (6,602) (7,206) Loss before income tax expense $ (22,112) $ (27,149) $ (40,684) |
Schedule of Components of Income Tax Expense (Benefit) | The provision for income taxes consisted of the following: Fiscal Year Ended January 31, 2019 2020 2021 Current income tax expense: Federal $ — $ — $ — State — 21 14 Foreign 194 410 402 Total current income tax expense 194 431 416 Deferred income tax expense (benefit): Federal — 76 132 State — 56 101 Foreign — 23 (63) Total deferred income tax expense — 155 170 Total income tax expense $ 194 $ 586 $ 586 |
Schedule of Effective Income Tax Rate Reconciliation | The differences between income taxes expected at the U.S. federal statutory income tax rate and the reported income tax expense are summarized as follows: Fiscal Year Ended January 31, 2019 2020 2021 Income tax benefit at statutory rate of 21% for 2019, 2020, and 2021 21.0 % 21.0 % 21.0 % State income tax benefit (expense), net of federal impact 6.0 (0.5) (0.3) Changes in valuation allowance (52.6) (12.2) (69.3) Stock-based compensation 26.0 (0.1) 59.9 Executive compensation 0.0 0.0 (12.6) Transaction costs 0.0 0.0 (1.0) Foreign rate differential (0.4) (0.4) 0.9 Nondeductible expenses (0.8) (0.8) (0.2) Impacts of adoption of the new revenue standard 0.0 (8.8) 0.0 Other (0.1) (0.4) 0.2 (0.9) % (2.2) % (1.4) % |
Schedule of Deferred Tax Assets and Liabilities | Significant components of the Company’s net deferred tax assets and liabilities were as follows: As of January 31, 2020 2021 Deferred tax assets: Net operating losses $ 35,608 $ 67,019 Equity compensation 1,655 4,605 Financing obligation — 4,075 Reserves and accruals 1,156 2,804 Deferred revenue 151 514 Deferred rent 416 415 Transaction costs 311 — Depreciation 126 — Other 238 529 Total deferred tax assets 39,661 79,961 Less valuation allowance (36,425) (70,056) Total deferred tax assets, net of valuation allowances 3,236 9,905 Deferred tax liabilities: Depreciation — (5,582) Contract acquisition costs (2,568) (3,659) Intangible assets (316) (652) Remaining performance obligations (497) (331) Other (49) (45) Total deferred tax liabilities (3,430) (10,269) Net deferred tax liabilities $ (194) $ (364) The net deferred tax asset (liability) was included in the consolidated balance sheets as follows: As of January 31, 2020 2021 Other long-term assets $ — $ 4 Deferred income taxes, noncurrent (194) (368) Net deferred tax liabilities $ (194) $ (364) |
Commitment and Contingencies (T
Commitment and Contingencies (Tables) | 12 Months Ended |
Jan. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contractual Obligation, Fiscal Year Maturity | Purchase commitments and future minimum lease payments required under operating leases and financing obligation at January 31, 2021 is as follows: Fiscal Year Ending January 31, Purchase commitments Operating lease obligations Financing obligation - leased facility 2022 $ 2,372 $ 2,445 $ 1,388 2023 1,555 1,937 1,420 2024 836 1,942 1,451 2025 33 1,630 1,484 2026 5 1,679 1,517 Thereafter 2 2,544 17,024 Total $ 4,803 $ 12,177 $ 24,284 Residual financing obligation and asset 3,339 Less: amount representing interest (11,360) Financing obligation $ 16,263 |
Basic and Diluted Loss per Sh_2
Basic and Diluted Loss per Share (Tables) | 12 Months Ended |
Jan. 31, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The components of basic and diluted loss per share for periods presented are as follows (in thousands, except share and per share data): Fiscal Year Ended January 31, 2019 2020 2021 Basic and diluted loss per share: Numerator Net loss attributable to nCino, Inc. $ (22,306) $ (27,594) $ (40,536) Denominator Weighted-average common shares outstanding 74,593,709 78,316,794 87,678,323 Basic and diluted loss per share attributable to nCino, Inc. $ (0.30) $ (0.35) $ (0.46) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The weighted-average number of shares outstanding used in the computation of diluted loss per share does not include the effect of the following potential outstanding common stock because the effect would have been anti-dilutive: Fiscal Year Ended January 31, 2019 2020 2021 Stock options issued and outstanding 8,206,926 7,837,023 5,467,012 Nonvested RSUs issued and outstanding — 948,119 1,848,296 |
Selected Quarterly Financial _2
Selected Quarterly Financial Data (Tables) | 12 Months Ended |
Jan. 31, 2021 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Information | Selected summarized quarterly financial information for the fiscal years ended January 31, 2020 and 2021 is as follows: 1st Quarter 2nd Quarter 3rd Quarter 4th Quarter Fiscal Year Fiscal Year Ended January 31, 2020 Revenues $ 29,836 $ 31,978 $ 37,862 $ 38,504 $ 138,180 Cost of revenues 14,038 14,770 16,889 18,373 64,070 Gross profit 15,798 17,208 20,973 20,131 74,110 Operating expenses: Sales and marketing 8,015 10,453 12,602 13,370 44,440 Research and development 7,366 8,272 9,534 10,132 35,304 General and administrative 3,909 6,430 5,557 6,640 22,536 Total operating expenses 19,290 25,155 27,693 30,142 102,280 Loss from operations (3,492) (7,947) (6,720) (10,011) (28,170) Total other income (expense), net 209 (353) 789 376 1,021 Loss before income tax expense (3,283) (8,300) (5,931) (9,635) (27,149) Income tax expense 136 202 158 90 586 Net loss (3,419) (8,502) (6,089) (9,725) (27,735) Net loss attributable to non-controlling interest — — (60) (81) (141) Net loss attributable to nCino, Inc. $ (3,419) $ (8,502) $ (6,029) $ (9,644) $ (27,594) Basic and diluted net loss per share attributable to nCino, Inc. $ (0.05) $ (0.11) $ (0.08) $ (0.12) $ (0.35) Fiscal Year Ended January 31, 2021 Revenues $ 44,712 $ 48,765 $ 54,229 $ 56,587 $ 204,293 Cost of revenues 18,866 22,587 22,514 24,168 88,135 Gross profit 25,846 26,178 31,715 32,419 116,158 Operating expenses: Sales and marketing 12,226 15,626 14,175 17,704 59,731 Research and development 10,965 15,292 15,077 16,929 58,263 General and administrative 6,926 10,953 11,251 11,642 40,772 Total operating expenses 30,117 41,871 40,503 46,275 158,766 Loss from operations (4,271) (15,693) (8,788) (13,856) (42,608) Total other income (expense), net (364) 1,172 (182) 1,298 1,924 Loss before income tax expense (4,635) (14,521) (8,970) (12,558) (40,684) Income tax expense 197 203 309 (123) 586 Net loss (4,832) (14,724) (9,279) (12,435) (41,270) Net loss attributable to non-controlling interest (176) (232) (292) (430) (1,130) Adjustment attributable to redeemable non-controlling interest 113 154 76 53 396 Net loss attributable to nCino, Inc. $ (4,769) $ (14,646) $ (9,063) $ (12,058) $ (40,536) Basic and diluted net loss per share attributable to nCino, Inc. $ (0.06) $ (0.17) $ (0.10) $ (0.13) $ (0.46) |
Organization and Description _2
Organization and Description of Business (Details) - USD ($) $ / shares in Units, $ in Millions | Oct. 13, 2020 | Jul. 13, 2020 | Jan. 31, 2021 | Jan. 31, 2020 |
Subsidiary, Sale of Stock [Line Items] | ||||
Common stock, par value (in USD per share) | $ 0.0005 | $ 0.0005 | ||
Common stock, shares authorized (in shares) | 500,000,000 | 0 | ||
Preferred stock, par value (in USD per share) | $ 0.001 | $ 0.001 | ||
Preferred stock, shares authorized (in shares) | 10,000,000 | 1,000,000 | ||
Award vesting period | 4 years | |||
2019 Equity Incentive Plan | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Award vesting period | 4 years | |||
IPO | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Common stock, par value (in USD per share) | $ 0.0005 | |||
Common stock, shares authorized (in shares) | 500,000,000 | |||
Preferred stock, par value (in USD per share) | $ 0.001 | |||
Preferred stock, shares authorized (in shares) | 10,000,000 | |||
Initial public offering (in shares) | 9,269,000 | |||
Initial public offering price (in USD per share) | $ 31 | |||
Consideration received from offering | $ 268.4 | |||
Secondary Public Offering | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Common stock, shares authorized (in shares) | 7,712,985 | |||
Initial public offering (in shares) | 554,112 | |||
Consideration received from offering | $ 1.7 | |||
Costs incurred related to stock issuance | $ 1 | |||
Shares released from lock up agreements (in shares) | 367,561 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Narrative (Details) $ in Thousands | 12 Months Ended | |||
Jan. 31, 2021USD ($)segment | Jan. 31, 2020USD ($) | Jan. 31, 2019USD ($) | Feb. 01, 2021USD ($) | |
Concentration Risk [Line Items] | ||||
Number of operating segments | segment | 1 | |||
Capitalized contract cost, amortization period | 4 years | |||
Finite-lived intangible asset, useful life | 9 years 10 months 24 days | |||
Goodwill, impairment loss | $ 0 | $ 0 | $ 0 | |
Advertising expense | 3,100 | 3,700 | 1,800 | |
Foreign currency transaction gain (loss), before tax | $ 1,500 | $ 40 | $ 100 | |
Minimum | ||||
Concentration Risk [Line Items] | ||||
Remaining performance obligation, expected timing of satisfaction | 30 days | |||
Minimum | Computer Software, Intangible Asset | ||||
Concentration Risk [Line Items] | ||||
Finite-lived intangible asset, useful life | 2 years | |||
Maximum | ||||
Concentration Risk [Line Items] | ||||
Remaining performance obligation, expected timing of satisfaction | 45 days | |||
Maximum | Computer Software, Intangible Asset | ||||
Concentration Risk [Line Items] | ||||
Finite-lived intangible asset, useful life | 5 years | |||
Cumulative Effect, Period of Adoption, Adjusted Balance | Minimum | Other Assets | Forecast | ||||
Concentration Risk [Line Items] | ||||
Operating lease, right-of-use asset | $ 10,000 | |||
Cumulative Effect, Period of Adoption, Adjusted Balance | Minimum | Other Liabilities | Forecast | ||||
Concentration Risk [Line Items] | ||||
Operating lease, liability | 11,000 | |||
Cumulative Effect, Period of Adoption, Adjusted Balance | Maximum | Other Assets | Forecast | ||||
Concentration Risk [Line Items] | ||||
Operating lease, right-of-use asset | 12,000 | |||
Cumulative Effect, Period of Adoption, Adjusted Balance | Maximum | Other Liabilities | Forecast | ||||
Concentration Risk [Line Items] | ||||
Operating lease, liability | $ 13,000 | |||
Accounts Receivable | Customer Concentration Risk | Two Customers | ||||
Concentration Risk [Line Items] | ||||
Concentration risk, percentage | 22.00% | |||
Accounts Receivable | Customer Concentration Risk | Equity Holder | ||||
Concentration Risk [Line Items] | ||||
Concentration risk, percentage | 11.00% |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Summary of Uncollectible Accounts (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 31, 2021 | Jan. 31, 2020 | Jan. 31, 2019 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | |||
Balance, beginning of period | $ 0 | $ 123 | $ 20 |
Charged to (recovery of) bad debt expense | 100 | (105) | 110 |
Write off of uncollectible accounts | (17) | (18) | (7) |
Translation adjustments | (5) | 0 | 0 |
Balance, end of period | $ 88 | $ 0 | $ 123 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Property, Plant and Equipment (Details) | 12 Months Ended |
Jan. 31, 2021 | |
Furniture and fixtures | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life | 3 years |
Furniture and fixtures | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life | 7 years |
Computers and equipment | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life | 3 years |
Buildings | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life | 40 years |
Variable Interest Entity and _3
Variable Interest Entity and Redeemable Non-Controlling Interest - Narrative (Details) - nCino K.K - USD ($) $ in Millions | 1 Months Ended | |
Oct. 31, 2019 | Jan. 31, 2021 | |
Schedule of Equity Method Investments [Line Items] | ||
Payments to noncontrolling interests | $ 4.7 | |
Estimated redeemable noncontrolling interest redemption Value | $ 0.4 | |
nCino K.K | ||
Schedule of Equity Method Investments [Line Items] | ||
Ownership percentage by parent | 0.51% |
Variable Interest Entity and _4
Variable Interest Entity and Redeemable Non-Controlling Interest - Financial Assets Measured At Fair Value (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jan. 31, 2021 | Jan. 31, 2020 | |
Increase (Decrease) in Temporary Equity [Roll Forward] | ||
Beginning balance | $ 4,356 | $ 0 |
Investment by redeemable non-controlling interest | 4,513 | |
Net loss attributable to redeemable non-controlling interest | (1,130) | (141) |
Foreign currency translation | 169 | (16) |
Adjustment to redeemable non-controlling interest | 396 | 0 |
Ending balance | $ 3,791 | $ 4,356 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments - Summary of Financial Assets (Details) - Fair Value, Measurement, Recurring - USD ($) $ in Thousands | Jan. 31, 2021 | Jan. 31, 2020 |
Level 1 | ||
Assets: | ||
Total assets | $ 332,541 | $ 67,119 |
Liabilities: | ||
Contingent consideration (included in other long-term liabilities) | 0 | 0 |
Total liabilities | 0 | 0 |
Level 1 | Money Market Funds | ||
Assets: | ||
Money market accounts (included in cash and cash equivalents) | 332,541 | 67,119 |
Level 2 | ||
Assets: | ||
Total assets | 0 | 0 |
Liabilities: | ||
Contingent consideration (included in other long-term liabilities) | 0 | 0 |
Total liabilities | 0 | 0 |
Level 2 | Money Market Funds | ||
Assets: | ||
Money market accounts (included in cash and cash equivalents) | 0 | 0 |
Level 3 | ||
Assets: | ||
Total assets | 0 | 0 |
Liabilities: | ||
Contingent consideration (included in other long-term liabilities) | 0 | 195 |
Total liabilities | 0 | 195 |
Level 3 | Money Market Funds | ||
Assets: | ||
Money market accounts (included in cash and cash equivalents) | $ 0 | $ 0 |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments - Reconciliation for Contingent Consideration Obligations (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jan. 31, 2021 | Jan. 31, 2020 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | $ 195 | $ 0 |
Acquisitions | 0 | 197 |
Change in fair value | 0 | 0 |
Translation adjustments | 17 | (2) |
Payments of contingent consideration | (212) | |
Ending balance | $ 0 | $ 195 |
Revenues - Revenue By Geographi
Revenues - Revenue By Geographic Region (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Jan. 31, 2021 | Oct. 31, 2020 | Jul. 31, 2020 | Apr. 30, 2020 | Jan. 31, 2020 | Oct. 31, 2019 | Jul. 31, 2019 | Apr. 30, 2019 | Jan. 31, 2021 | Jan. 31, 2020 | Jan. 31, 2019 | |
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenues | $ 56,587 | $ 54,229 | $ 48,765 | $ 44,712 | $ 38,504 | $ 37,862 | $ 31,978 | $ 29,836 | $ 204,293 | $ 138,180 | $ 91,534 |
United States | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenues | 180,923 | 127,192 | 87,328 | ||||||||
International | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenues | $ 23,370 | $ 10,988 | $ 4,206 |
Revenues - Accounts Receivable
Revenues - Accounts Receivable Less Allowance for Doubtful Accounts (Details) - USD ($) $ in Thousands | Jan. 31, 2021 | Jan. 31, 2020 |
Revenue from Contract with Customer [Abstract] | ||
Trade accounts receivable | $ 53,272 | $ 32,686 |
Unbilled accounts receivable | 1,814 | 1,425 |
Allowance for doubtful accounts | (88) | 0 |
Other accounts receivable | 519 | 94 |
Total accounts receivable, net | $ 55,517 | $ 34,205 |
Revenues - Narrative (Details)
Revenues - Narrative (Details) - USD ($) | 12 Months Ended | ||
Jan. 31, 2021 | Jan. 31, 2020 | Jan. 31, 2019 | |
Disaggregation of Revenue [Line Items] | |||
Contract with customer, liability, revenue recognized | $ 58,900,000 | ||
Remaining performance obligation amount | 600,900,000 | ||
Amortization of costs capitalized to obtain revenue contracts | 4,682,000 | $ 3,243,000 | $ 0 |
Capitalized contract cost, impairment loss | 0 | ||
Capitalized contract cost, net | 15,100,000 | 10,600,000 | |
Costs capitalized to obtain revenue contracts, noncurrent, net | 10,191,000 | 7,000,000 | |
Sales and marketing | |||
Disaggregation of Revenue [Line Items] | |||
Amortization of costs capitalized to obtain revenue contracts | $ 4,700,000 | $ 3,200,000 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-02-01 | |||
Disaggregation of Revenue [Line Items] | |||
Remaining performance obligation percentage | 60.00% | ||
Remaining performance obligation, expected timing of satisfaction | 24 months | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-02-01 | |||
Disaggregation of Revenue [Line Items] | |||
Remaining performance obligation percentage | 33.00% | ||
Minimum | |||
Disaggregation of Revenue [Line Items] | |||
Remaining performance obligation, expected timing of satisfaction | 30 days | ||
Minimum | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-02-01 | |||
Disaggregation of Revenue [Line Items] | |||
Remaining performance obligation, expected timing of satisfaction | 25 months | ||
Maximum | |||
Disaggregation of Revenue [Line Items] | |||
Remaining performance obligation, expected timing of satisfaction | 45 days | ||
Maximum | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-02-01 | |||
Disaggregation of Revenue [Line Items] | |||
Remaining performance obligation, expected timing of satisfaction | 48 months |
Property and Equipment - Proper
Property and Equipment - Property and equipment, net (Details) - USD ($) $ in Thousands | Jan. 31, 2021 | Jan. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 39,903 | $ 19,677 |
Less accumulated depreciation | (9,960) | (6,200) |
Property and equipment, net | 29,943 | 13,477 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 6,706 | 5,279 |
Computers and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 5,039 | 3,907 |
Buildings | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 16,300 | 0 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 11,581 | 8,436 |
Construction-in-progress | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 277 | $ 2,055 |
Property and Equipment - Deprec
Property and Equipment - Depreciation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 31, 2021 | Jan. 31, 2020 | Jan. 31, 2019 | |
Property, Plant and Equipment [Line Items] | |||
Cost of revenues | $ 1,297 | $ 949 | $ 534 |
Total depreciation expense | 4,226 | 2,861 | 1,458 |
Sales and marketing | |||
Property, Plant and Equipment [Line Items] | |||
Depreciation, nonproduction | 1,076 | 739 | 368 |
Research and development | |||
Property, Plant and Equipment [Line Items] | |||
Depreciation, nonproduction | 1,347 | 835 | 383 |
General and administrative | |||
Property, Plant and Equipment [Line Items] | |||
Depreciation, nonproduction | $ 506 | $ 338 | $ 173 |
Business Combinations - Narrati
Business Combinations - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | Oct. 18, 2019 | Oct. 31, 2020 | Jan. 31, 2020 | Jan. 31, 2020 | Jan. 31, 2021 | Jan. 31, 2020 | Jul. 08, 2019 |
Visible Equity, LLC | |||||||
Business Acquisition, Contingent Consideration [Line Items] | |||||||
Business acquisition, transaction costs | $ 800 | ||||||
Business acquisition, share price (in USD per share) | $ 16.55 | ||||||
Pro forma information, revenue of acquiree since acquisition date, actual | $ 5,600 | ||||||
Pro forma information, earnings or loss of acquiree since acquisition date, actual | $ 1,700 | ||||||
FinSuite Pty Ltd | |||||||
Business Acquisition, Contingent Consideration [Line Items] | |||||||
Business acquisition, transaction costs | $ 300 | ||||||
Business acquisition, share price (in USD per share) | $ 21.75 | ||||||
Pro forma information, revenue of acquiree since acquisition date, actual | $ 800 | ||||||
Pro forma information, earnings or loss of acquiree since acquisition date, actual | $ 300 | ||||||
Contingent consideration - cash payment | 197 | $ 200 | $ 200 | ||||
Contingent consideration (included in other long-term liabilities) | $ 6,000 | ||||||
First Initial Tranche Earn-Out | FinSuite Pty Ltd | |||||||
Business Acquisition, Contingent Consideration [Line Items] | |||||||
Contingent consideration - cash payment | $ 100 | ||||||
Equity interest issued or issuable, number of shares (in shares) | 142,846 | ||||||
Second Initial Tranche Earn-Out | FinSuite Pty Ltd | |||||||
Business Acquisition, Contingent Consideration [Line Items] | |||||||
Contingent consideration - cash payment | $ 100 | ||||||
Equity interest issued or issuable, number of shares (in shares) | 142,846 | ||||||
First And Second Tranche Earn-Out | FinSuite Pty Ltd | |||||||
Business Acquisition, Contingent Consideration [Line Items] | |||||||
Contingent consideration - cash payment | $ 200 | ||||||
Equity interest issued or issuable, number of shares (in shares) | 285,692 |
Business Combinations - Acquisi
Business Combinations - Acquisition of Visible Equity, LLC Consideration Transferred (Details) - Visible Equity, LLC $ in Thousands | Jul. 08, 2019USD ($)shares |
Business Acquisition [Line Items] | |
Cash consideration to members | $ 49,428 |
Voting common stock issued (1,438,805 shares) | 23,812 |
Total consideration | $ 73,240 |
Voting Common Stock | |
Business Acquisition [Line Items] | |
Equity interest issued or issuable, number of shares (in shares) | shares | 1,438,805 |
Business Combinations - Summary
Business Combinations - Summary Of Net Assets Acquired (Details) - USD ($) $ in Thousands | Jan. 31, 2021 | Jan. 31, 2020 | Oct. 18, 2019 | Jul. 08, 2019 | Jan. 31, 2019 |
Business Acquisition [Line Items] | |||||
Goodwill | $ 57,149 | $ 55,840 | $ 0 | ||
Visible Equity, LLC | |||||
Business Acquisition [Line Items] | |||||
Cash and cash equivalents | $ 1,209 | ||||
Accounts receivable | 1,177 | ||||
Other current and noncurrent assets | 574 | ||||
Intangible assets | 25,500 | ||||
Goodwill | 46,584 | ||||
Accounts payable, accrued expenses, and other liabilities, current and noncurrent | (1,804) | ||||
Net assets acquired | $ 73,240 | ||||
FinSuite Pty Ltd | |||||
Business Acquisition [Line Items] | |||||
Cash and cash equivalents | $ 17 | ||||
Accounts receivable | 78 | ||||
Other current and noncurrent assets | 301 | ||||
Intangible assets | 2,376 | ||||
Goodwill | 9,405 | ||||
Accounts payable, accrued expenses, and other liabilities, current and noncurrent | (666) | ||||
Net assets acquired | $ 11,511 |
Business Combinations - Compone
Business Combinations - Components of Identifiable Intangible Assets (Details) - USD ($) $ in Thousands | Oct. 18, 2019 | Jul. 08, 2019 |
Visible Equity, LLC | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Fair Value | $ 25,500 | |
Visible Equity, LLC | Acquired developed technology | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Fair Value | $ 3,800 | |
Useful Life | 4 years | |
Visible Equity, LLC | Customer relationships | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Fair Value | $ 21,600 | |
Useful Life | 13 years | |
Visible Equity, LLC | Trademarks | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Fair Value | $ 100 | |
Useful Life | 1 year | |
FinSuite Pty Ltd | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Fair Value | $ 2,376 | |
FinSuite Pty Ltd | Acquired developed technology | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Fair Value | $ 2,244 | |
Useful Life | 4 years | |
FinSuite Pty Ltd | Customer relationships | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Fair Value | $ 107 | |
Useful Life | 13 years | |
FinSuite Pty Ltd | Trademarks | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Fair Value | $ 25 | |
Useful Life | 1 year |
Business Combinations - Acqui_2
Business Combinations - Acquisition of Finsuite Pty Ltd Consideration Transferred (Details) - FinSuite Pty Ltd - USD ($) $ in Thousands | Oct. 18, 2019 | Jan. 31, 2021 | Jan. 31, 2020 |
Business Acquisition [Line Items] | |||
Cash consideration to members | $ 3,928 | ||
Contingent consideration | 137 | ||
Contingent consideration - cash payment | 197 | $ 200 | $ 200 |
Total consideration | 11,511 | ||
Voting Common Stock | |||
Business Acquisition [Line Items] | |||
Contingent consideration | 5,857 | ||
Voting common stock issued (1,438,805 shares) | $ 1,392 | ||
Equity interest issued or issuable, number of shares (in shares) | 63,967 |
Business Combinations - Pro For
Business Combinations - Pro Forma Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jan. 31, 2020 | Jan. 31, 2019 | |
Business Combinations [Abstract] | ||
Revenues | $ 142,958 | $ 102,224 |
Net loss attributable to nCino, Inc. | $ (27,647) | $ (24,954) |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jan. 31, 2021 | Jan. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Amount | $ 28,169 | $ 27,839 |
Accumulated Amortization | (5,032) | (1,746) |
Net Carrying Amount | $ 23,137 | 26,093 |
Finite-lived intangible asset, useful life | 9 years 10 months 24 days | |
Acquired developed technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Amount | $ 6,320 | 6,008 |
Accumulated Amortization | (2,295) | (695) |
Net Carrying Amount | $ 4,025 | 5,313 |
Finite-lived intangible asset, useful life | 2 years 6 months | |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Amount | $ 21,721 | 21,706 |
Accumulated Amortization | (2,609) | (937) |
Net Carrying Amount | $ 19,112 | 20,769 |
Finite-lived intangible asset, useful life | 11 years 4 months 24 days | |
Trademarks | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Amount | $ 128 | 125 |
Accumulated Amortization | (128) | (114) |
Net Carrying Amount | $ 0 | $ 11 |
Finite-lived intangible asset, useful life | 0 years |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Amortization Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 31, 2021 | Jan. 31, 2020 | Jan. 31, 2019 | |
Finite-Lived Intangible Assets [Line Items] | |||
Amortization of intangible assets | $ 3,205 | $ 1,748 | $ 0 |
Cost of subscription revenues | |||
Finite-Lived Intangible Assets [Line Items] | |||
Amortization of intangible assets | 1,525 | 697 | 0 |
Sales and marketing | |||
Finite-Lived Intangible Assets [Line Items] | |||
Amortization of intangible assets | 1,670 | 937 | 0 |
General and administrative | |||
Finite-Lived Intangible Assets [Line Items] | |||
Amortization of intangible assets | $ 10 | $ 114 | $ 0 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Expected Future Amortization Expense (Details) - USD ($) $ in Thousands | Jan. 31, 2021 | Jan. 31, 2020 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2022 | $ 3,250 | |
2023 | 3,250 | |
2024 | 2,538 | |
2025 | 1,670 | |
2026 | 1,670 | |
Thereafter | 10,759 | |
Net Carrying Amount | $ 23,137 | $ 26,093 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Narrative (Details) - USD ($) $ in Thousands | Jan. 31, 2021 | Jan. 31, 2020 | Jan. 31, 2019 |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Goodwill | $ 57,149 | $ 55,840 | $ 0 |
Goodwill and Intangible Asset_6
Goodwill and Intangible Assets - Schedule of Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jan. 31, 2021 | Jan. 31, 2020 | |
Goodwill [Roll Forward] | ||
Goodwill, beginning balance | $ 55,840 | $ 0 |
Acquisitions | 0 | 55,989 |
Translation adjustments | 1,309 | (149) |
Goodwill, ending balance | $ 57,149 | $ 55,840 |
Reseller Agreement - Narrative
Reseller Agreement - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Jan. 31, 2021 | Jan. 31, 2020 | Jan. 31, 2019 | |
Affiliated Entity | Reseller Agreement | |||
Related Party Transaction [Line Items] | |||
Related party costs | $ 34.8 | $ 22.8 | $ 15.4 |
Stockholders_ Equity - Narrativ
Stockholders’ Equity - Narrative (Details) - $ / shares | Jan. 31, 2021 | Jan. 31, 2020 |
Equity [Abstract] | ||
Common stock, shares authorized (in shares) | 500,000,000 | 0 |
Common stock, par value (in USD per share) | $ 0.0005 | $ 0.0005 |
Preferred stock, shares authorized (in shares) | 10,000,000 | 1,000,000 |
Preferred stock, par value (in USD per share) | $ 0.001 | $ 0.001 |
Stockholders_ Equity - Common S
Stockholders’ Equity - Common Stock Future Issuance (Details) - shares | Jan. 31, 2021 | Jan. 31, 2020 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Issued and outstanding stock options (in shares) | 5,467,012 | 7,837,023 |
Possible issuance under stock plans (in shares) | 15,252,009 | |
Stock Option | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Issued and outstanding stock options (in shares) | 5,467,012 | |
Restricted Stock Units (RSUs) | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Nonvested issued and outstanding restricted stock units (in shares) | 1,848,296 | |
Common Stock | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Common Stock reserved for future issuance (in shares) | 22,567,317 | |
Common Stock reserved for future issuance (in shares) | 22,567,317 |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | Jun. 26, 2019 | Jan. 31, 2021 | Jan. 31, 2020 | Jan. 31, 2019 |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Award vesting period | 4 years | |||
Grants in period, weighted average grant date fair value (in USD per share) | $ 6.74 | $ 5.36 | ||
Options, exercises in period, intrinsic value | $ 142,933 | $ 7,600 | $ 32,400 | |
Share-based payment arrangement expense | $ 25,208 | 5,745 | $ 4,095 | |
Executive Officer | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Share-based compensation arrangement by share-based payment award, options, options modified (in shares) | 334,840 | |||
Minimum | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Purchase price of common stock, percent | 100.00% | |||
2019 Equity Incentive Plan | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Award vesting period | 4 years | |||
Employee Stock Purchase Plan | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Share-based payment arrangement, accelerated cost | $ 1,200 | |||
2014 Equity Incentive Plan | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Number of shares authorized (in shares) | 15,025,666 | |||
Share-based Payment Arrangement | 2019 Equity Incentive Plan | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Number of additional shares authorized (in shares) | 15,250,000 | |||
Percent increase in aggregate shares | 5.00% | |||
Stock Option | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Unrecognized compensation costs | $ 3,300 | |||
Unrecognized compensation costs period for recognition | 1 year 10 months 17 days | |||
Stock Option | 2014 Equity Incentive Plan | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Award vesting period | 4 years | |||
Expiration period | 10 years | |||
Restricted Stock Units (RSUs) | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Award vesting period | 4 years | |||
Unrecognized compensation costs | $ 24,800 | |||
Unrecognized compensation costs period for recognition | 3 years 1 month 24 days | |||
Grants in period, weighted average grant date fair value (in USD per share) | $ 22.30 | $ 21.75 | $ 0 | |
Equity Instruments other than options, aggregate intrinsic value, vested | $ 5,500 | $ 0 | $ 0 | |
Award vesting rights, percentage | 25.00% | |||
Share-based payment arrangement expense | $ 12,200 | |||
Employee Stock | Employee Stock Purchase Plan | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Number of shares authorized (in shares) | 1,800,000 | |||
Purchase price of common stock, percent | 85.00% | |||
Percent increase in aggregate shares | 1.00% |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock Option Valuation Assumptions (Details) - Stock Option | 12 Months Ended | |
Jan. 31, 2020 | Jan. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected life (in years from vesting) | 6 years 3 months | |
Expected volatility | 40.00% | |
Expected dividends | 0.00% | 0.00% |
Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected life (in years from vesting) | 6 years 1 month 6 days | |
Expected volatility | 40.00% | |
Risk-free rate | 1.63% | 2.07% |
Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected life (in years from vesting) | 6 years 3 months | |
Expected volatility | 41.00% | |
Risk-free rate | 2.59% | 2.27% |
Stock-Based Compensation - St_2
Stock-Based Compensation - Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Jan. 31, 2021 | Jan. 31, 2020 | Jan. 31, 2019 | |
Number of Shares | |||
Outstanding, January 31, 2020 (in shares) | 7,837,023 | ||
Granted (in shares) | 0 | ||
Expired or forfeited (in shares) | (61,312) | ||
Exercised (in shares) | (2,308,699) | ||
Outstanding, January 31, 2021 (in shares) | 5,467,012 | 7,837,023 | |
Exercisable, October 31, 2020 | 3,925,007 | ||
Fully vested or expected to vest, October 31, 2020 (in shares) | 5,436,172 | ||
Weighted Average Exercise Price | |||
Outstanding, January 31, 2020 (in USD per share) | $ 5.39 | ||
Granted (in USD per share) | 0 | ||
Expired or forfeited (in USD per share) | 11.72 | ||
Exercised (in USD per share) | 3.79 | ||
Outstanding, January 31, 2021 (in USD per share) | 6 | $ 5.39 | |
Exercisable, October 31, 2020 (in USD per share) | 4.71 | ||
Fully vested or expected to vest, October 31, 2020 (in USD per share) | $ 5.98 | ||
Weighted Average Remaining Contractual Term (Years) | |||
Weighted average remaining contractual term | 5 years 9 months 10 days | 6 years 6 months 14 days | |
Exercisable, January 31, 2021 | 5 years 4 months 9 days | ||
Fully vested or expected to vest, January 31, 2021 | 5 years 9 months 7 days | ||
Aggregate Intrinsic Value (In thousands) | |||
Outstanding, January 31, 2020 | $ 126,245 | ||
Exercised | 142,933 | $ 7,600 | $ 32,400 |
Outstanding, January 31, 2021 | 359,193 | $ 126,245 | |
Exercisable, January 31, 2021 | 262,927 | ||
Fully vested or expected to vest, January 31, 2021 | $ 357,267 |
Stock-Based Compensation - RSUs
Stock-Based Compensation - RSUs Activity (Details) - Restricted Stock Units (RSUs) - $ / shares | 12 Months Ended | ||
Jan. 31, 2021 | Jan. 31, 2020 | Jan. 31, 2019 | |
Number of Shares | |||
Nonvested, January 31, 2020 (in shares) | 948,119 | ||
Granted (in shares) | 1,170,748 | ||
Vested (in shares) | (253,042) | ||
Forfeited (in shares) | (17,529) | ||
Nonvested, January 31, 2020 (in shares) | 1,848,296 | 948,119 | |
Weighted Average Grant Date Fair Value | |||
Nonvested, January 31, 2020 (in USD per share) | $ 21.75 | ||
Granted (in USD per share) | 22.30 | $ 21.75 | $ 0 |
Vested (in USD per share) | 21.72 | ||
Forfeited (in USD per share) | 25.59 | ||
Nonvested, July 31, 2020 (in USD per share) | $ 22.07 | $ 21.75 |
Income Taxes - Income (Loss) Be
Income Taxes - Income (Loss) Before Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 31, 2021 | Jan. 31, 2020 | Jan. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
United States | $ (33,478) | $ (20,547) | $ (17,333) |
Foreign | (7,206) | (6,602) | (4,779) |
Loss before income tax expense | $ (40,684) | $ (27,149) | $ (22,112) |
Income Taxes - Provision (Benef
Income Taxes - Provision (Benefit) for Income Tax (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Jan. 31, 2021 | Oct. 31, 2020 | Jul. 31, 2020 | Apr. 30, 2020 | Jan. 31, 2020 | Oct. 31, 2019 | Jul. 31, 2019 | Apr. 30, 2019 | Jan. 31, 2021 | Jan. 31, 2020 | Jan. 31, 2019 | |
Current income tax expense: | |||||||||||
Federal | $ 0 | $ 0 | $ 0 | ||||||||
State | 14 | 21 | 0 | ||||||||
Foreign | 402 | 410 | 194 | ||||||||
Current income tax expense (benefit) | 416 | 431 | 194 | ||||||||
Deferred income tax expense (benefit): | |||||||||||
Federal | 132 | 76 | 0 | ||||||||
State | 101 | 56 | 0 | ||||||||
Foreign | (63) | 23 | 0 | ||||||||
Total deferred income tax expense | 170 | 155 | 0 | ||||||||
Total income tax expense | $ (123) | $ 309 | $ 203 | $ 197 | $ 90 | $ 158 | $ 202 | $ 136 | $ 586 | $ 586 | $ 194 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Effective Tax Rate to U.S. Federal Statutory Rate (Details) | 12 Months Ended | ||
Jan. 31, 2021 | Jan. 31, 2020 | Jan. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
Income tax benefit at statutory rate of 21% for 2019, 2020, and 2021 | 21.00% | 21.00% | 21.00% |
State income tax benefit (expense), net of federal impact | (0.30%) | (0.50%) | 6.00% |
Changes in valuation allowance | (69.30%) | (12.20%) | (52.60%) |
Stock-based compensation | 59.90% | (0.10%) | 26.00% |
Executive compensation | (12.60%) | 0.00% | 0.00% |
Transaction costs | (1.00%) | 0.00% | 0.00% |
Foreign rate differential | 0.90% | (0.40%) | (0.40%) |
Nondeductible expenses | (0.20%) | (0.80%) | (0.80%) |
Impacts of adoption of the new revenue standard | 0.00% | (8.80%) | 0.00% |
Other | 0.20% | (0.40%) | (0.10%) |
Effective income tax rate reconciliation, percent | (1.40%) | (2.20%) | (0.90%) |
Income Taxes - Significant comp
Income Taxes - Significant components of Deferred Tax Assets And Liabilities (Details) - USD ($) $ in Thousands | Jan. 31, 2021 | Jan. 31, 2020 |
Deferred tax assets: | ||
Net operating losses | $ 67,019 | $ 35,608 |
Equity compensation | 4,605 | 1,655 |
Financing obligation | 4,075 | 0 |
Reserves and accruals | 2,804 | 1,156 |
Deferred revenue | 514 | 151 |
Deferred rent | 415 | 416 |
Transaction costs | 0 | 311 |
Depreciation | 0 | 126 |
Other | 529 | 238 |
Total deferred tax assets | 79,961 | 39,661 |
Less valuation allowance | (70,056) | (36,425) |
Total deferred tax assets, net of valuation allowances | 9,905 | 3,236 |
Deferred tax liabilities: | ||
Depreciation | (5,582) | 0 |
Contract acquisition costs | (3,659) | (2,568) |
Intangible assets | (652) | (316) |
Remaining performance obligations | (331) | (497) |
Other | (45) | (49) |
Total deferred tax liabilities | (10,269) | (3,430) |
Net deferred tax liabilities | $ (364) | $ (194) |
Income Taxes - Net Deferred Tax
Income Taxes - Net Deferred Tax Asset (Liability) (Details) - USD ($) $ in Thousands | Jan. 31, 2021 | Jan. 31, 2020 |
Income Tax Disclosure [Abstract] | ||
Other long-term assets | $ 4 | $ 0 |
Deferred income taxes, noncurrent | (368) | (194) |
Net deferred tax liabilities | $ (364) | $ (194) |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jan. 31, 2021 | Jan. 31, 2020 | |
Income Tax Contingency [Line Items] | ||
Deferred tax assets, valuation allowance | $ (70,056) | $ (36,425) |
Undistributed earnings of foreign subsidiaries | 2,900 | |
Effective Income Tax Rate Reconciliation, Repatriation of Foreign Earnings, Amount | 100 | |
Domestic Tax Authority | ||
Income Tax Contingency [Line Items] | ||
Valuation allowance, deferred tax asset, increase (decrease), amount | 33,600 | |
Operating loss carryforwards | 79,400 | |
Operating loss carryforwards, not subject to expiration | 170,900 | |
State and Local Jurisdiction | ||
Income Tax Contingency [Line Items] | ||
Operating loss carryforwards | 175,300 | |
Operating loss carryforwards, not subject to expiration | 29,300 | |
Foreign Tax Authority | ||
Income Tax Contingency [Line Items] | ||
Operating loss carryforwards | 21,000 | |
Operating loss carryforwards, not subject to expiration | $ 2,400 |
Defined Contribution Plan (Deta
Defined Contribution Plan (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Jan. 31, 2021 | Jan. 31, 2020 | Jan. 31, 2019 | |
Retirement Benefits [Abstract] | |||
Defined contribution plan, employer discretionary contribution amount | $ 2.1 | $ 0.9 | $ 0.1 |
Commitment and Contingencies (D
Commitment and Contingencies (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Jan. 31, 2021 | Jan. 31, 2020 | Jan. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |||
Capital leased assets, gross | $ 16.3 | ||
Capital lease obligations | 16.3 | ||
Construction in progress, gross | 18 | ||
Construction payable | 18 | ||
Operating leases expense | $ 11.4 | $ 8.7 | $ 5.8 |
Commitment and Contingencies -
Commitment and Contingencies - Purchase Commitments and Future Minimum Lease Payments (Details) $ in Thousands | Jan. 31, 2021USD ($) |
Purchase commitments | |
2022 | $ 2,372 |
2023 | 1,555 |
2024 | 836 |
2025 | 33 |
2026 | 5 |
Thereafter | 2 |
Total | 4,803 |
Operating lease obligations | |
2022 | 2,445 |
2023 | 1,937 |
2024 | 1,942 |
2025 | 1,630 |
2026 | 1,679 |
Thereafter | 2,544 |
Total | 12,177 |
Financing obligation - leased facility | |
2022 | 1,388 |
2023 | 1,420 |
2024 | 1,451 |
2025 | 1,484 |
2026 | 1,517 |
Thereafter | 17,024 |
Total | 24,284 |
Residual financing obligation and asset | 3,339 |
Less: amount representing interest | (11,360) |
Financing obligation | $ 16,263 |
Related-Party Transactions (Det
Related-Party Transactions (Details) $ in Thousands | 12 Months Ended | ||
Jan. 31, 2021USD ($)equityHolder | Jan. 31, 2020USD ($) | Jan. 31, 2019USD ($) | |
Related Party Transaction [Line Items] | |||
Related party, non-cancellable agreement, renewal term (in years) | 1 year | ||
Deferred revenue, current portion | $ 89,141 | $ 50,929 | |
Interest income, related party | 9,200 | ||
Fund Spending Agreement | |||
Related Party Transaction [Line Items] | |||
Related party transaction, term of agreement (in years) | 3 years | ||
Affiliated Entity | |||
Related Party Transaction [Line Items] | |||
Deferred revenue, current portion | $ 0 | 8,013 | |
Affiliated Entity | Agreement For Purchase Of Service | |||
Related Party Transaction [Line Items] | |||
Expenses from transactions with related party | $ 1,200 | 1,100 | $ 800 |
Affiliated Entity | Transactions With Certain Equity Holders | |||
Related Party Transaction [Line Items] | |||
Number of affiliated entities | equityHolder | 3 | ||
Revenue from related parties | $ 2,800 | 8,400 | 9,900 |
Deferred revenue, current portion | 8,000 | ||
Affiliated Entity | Banking Relationship | |||
Related Party Transaction [Line Items] | |||
Number of affiliated entities | equityHolder | 1 | ||
Interest income, related party | $ 100 | 700 | 900 |
Affiliated Entity | Fund Spending Agreement | |||
Related Party Transaction [Line Items] | |||
Number of affiliated entities | equityHolder | 1 | ||
Related party agreement, length of agreement (in years) | 3 years | ||
Total amount spent for agreement | $ 0 | 60 | $ 1,700 |
Prepaid Expenses and Other Current Assets | Affiliated Entity | Agreement For Purchase Of Service | |||
Related Party Transaction [Line Items] | |||
Expenses from transactions with related party | 1,300 | 1,100 | |
Accounts Payable | Affiliated Entity | Agreement For Purchase Of Service | |||
Related Party Transaction [Line Items] | |||
Due to related parties, current | $ 4,400 | $ 3,300 |
Basic and Diluted Loss per Sh_3
Basic and Diluted Loss per Share - Components of Basic and Diluted Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Jan. 31, 2021 | Oct. 31, 2020 | Jul. 31, 2020 | Apr. 30, 2020 | Jan. 31, 2020 | Oct. 31, 2019 | Jul. 31, 2019 | Apr. 30, 2019 | Jan. 31, 2021 | Jan. 31, 2020 | Jan. 31, 2019 | |
Numerator | |||||||||||
Net loss attributable to nCino, Inc. | $ (12,058) | $ (9,063) | $ (14,646) | $ (4,769) | $ (9,644) | $ (6,029) | $ (8,502) | $ (3,419) | $ (40,536) | $ (27,594) | $ (22,306) |
Denominator | |||||||||||
Weighted average-common shares outstanding basic (in shares) | 87,678,323 | 78,316,794 | 74,593,709 | ||||||||
Basic and diluted net loss per share attributable to nCino, Inc. (in USD per share) | $ (0.13) | $ (0.10) | $ (0.17) | $ (0.06) | $ (0.12) | $ (0.08) | $ (0.11) | $ (0.05) | $ (0.46) | $ (0.35) | $ (0.30) |
Basic and Diluted Loss per Sh_4
Basic and Diluted Loss per Share - Weighted Average Number of Shares Excluded From Computation of EPS (Details) - shares | 12 Months Ended | ||
Jan. 31, 2021 | Jan. 31, 2020 | Jan. 31, 2019 | |
Stock Option | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share amount (in shares) | 5,467,012 | 7,837,023 | 8,206,926 |
Restricted Stock Units (RSUs) | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share amount (in shares) | 1,848,296 | 948,119 | 0 |
Selected Quarterly Financial _3
Selected Quarterly Financial Data (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||||
Jan. 31, 2021 | Oct. 31, 2020 | Jul. 31, 2020 | Apr. 30, 2020 | Jan. 31, 2020 | Oct. 31, 2019 | Jul. 31, 2019 | Apr. 30, 2019 | Jan. 31, 2021 | Jan. 31, 2020 | Jan. 31, 2019 | ||||
Quarterly Financial Information Disclosure [Abstract] | ||||||||||||||
Total revenues | $ 56,587 | $ 54,229 | $ 48,765 | $ 44,712 | $ 38,504 | $ 37,862 | $ 31,978 | $ 29,836 | $ 204,293 | $ 138,180 | $ 91,534 | |||
Total cost of revenues | 24,168 | 22,514 | 22,587 | 18,866 | 18,373 | 16,889 | 14,770 | 14,038 | 88,135 | 64,070 | 46,451 | |||
Gross profit | 32,419 | 31,715 | 26,178 | 25,846 | 20,131 | 20,973 | 17,208 | 15,798 | 116,158 | 74,110 | 45,083 | |||
Sales and marketing | 17,704 | 14,175 | 15,626 | 12,226 | 13,370 | 12,602 | 10,453 | 8,015 | 59,731 | [1] | 44,440 | [1] | 31,278 | [1] |
Research and development | 16,929 | 15,077 | 15,292 | 10,965 | 10,132 | 9,534 | 8,272 | 7,366 | 58,263 | [1] | 35,304 | [1] | 22,230 | [1] |
General and administrative | 11,642 | 11,251 | 10,953 | 6,926 | 6,640 | 5,557 | 6,430 | 3,909 | 40,772 | [1] | 22,536 | [1] | 14,791 | [1] |
Total operating expenses | 46,275 | 40,503 | 41,871 | 30,117 | 30,142 | 27,693 | 25,155 | 19,290 | 158,766 | 102,280 | 68,299 | |||
Loss from operations | (13,856) | (8,788) | (15,693) | (4,271) | (10,011) | (6,720) | (7,947) | (3,492) | (42,608) | (28,170) | (23,216) | |||
Nonoperating Income (Expense) | 1,298 | (182) | 1,172 | (364) | 376 | 789 | (353) | 209 | 1,924 | 1,021 | ||||
Loss before income tax expense | (12,558) | (8,970) | (14,521) | (4,635) | (9,635) | (5,931) | (8,300) | (3,283) | (40,684) | (27,149) | (22,112) | |||
Income tax expense | (123) | 309 | 203 | 197 | 90 | 158 | 202 | 136 | 586 | 586 | 194 | |||
Net loss | (12,435) | (9,279) | (14,724) | (4,832) | (9,725) | (6,089) | (8,502) | (3,419) | (41,270) | (27,735) | (22,306) | |||
Net loss attributable to redeemable non-controlling interest | (430) | (292) | (232) | (176) | (81) | (60) | 0 | 0 | (1,130) | (141) | 0 | |||
Adjustment attributable to redeemable non-controlling interest (Note 3) | 53 | 76 | 154 | 113 | 396 | 0 | 0 | |||||||
Net loss attributable to nCino, Inc. | $ (12,058) | $ (9,063) | $ (14,646) | $ (4,769) | $ (9,644) | $ (6,029) | $ (8,502) | $ (3,419) | $ (40,536) | $ (27,594) | $ (22,306) | |||
Basic and diluted net loss per share attributable to nCino, Inc. (in USD per share) | $ (0.13) | $ (0.10) | $ (0.17) | $ (0.06) | $ (0.12) | $ (0.08) | $ (0.11) | $ (0.05) | $ (0.46) | $ (0.35) | $ (0.30) | |||
[1] | 1 Includes stock-based compensation expense as follows: Fiscal Year Ended January 31, 2019 2020 2021 Cost of subscription revenues $ 243 $ 277 $ 576 Cost of professional services revenues 1,244 1,240 4,232 Sales and marketing 1,078 1,260 6,190 Research and development 1,056 1,245 5,463 General and administrative 474 1,723 8,747 Total stock-based compensation expense $ 4,095 $ 5,745 $ 25,208 |