nCino, Inc. [NCNO] Filings

10-Q 1 ncno-20240731.htm 10-Q ncno-20240731

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended July 31, 2024

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __to __

Commission File Number: 001-41211

nCino, Inc.

(Exact name of Registrant as specified in its charter)


Delaware						87-4154342
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

6770 Parker Farm Drive

Wilmington, North Carolina 28405

(Address of principal executive offices including zip code)

(888) 676-2466

(Registrant’s telephone number, including area code)

Securities Registered Pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, par value $0.0005 per share	NCNO	The Nasdaq Global Select Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: 115,559,517 shares of common stock, $0.0005 par value per share, as of August 22, 2024.

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	TABLE OF CONTENTS

		Page
Cautionary Note Regarding Forward-Looking Statements		i

	Part I. Financial Information
Item 1.	Financial Statements	1
	Condensed Consolidated Balance Sheets as of January 31, 2024 and July 31, 2024 (Unaudited)	1
	Unaudited Condensed Consolidated Statements of Operations for the Three and Six Months Ended July 31, 2023 and 2024	2
	Unaudited Condensed Consolidated Statements of Comprehensive Loss for the Three and Six Months Ended July 31, 2023 and 2024	3
	Unaudited Condensed Consolidated Statements of Stockholders' Equity for the Three and Six Months Ended July 31, 2023 and 2024	4
	Unaudited Condensed Consolidated Statements of Cash Flows for the Six Months Ended July 31, 2023 and 2024	6
	Notes to Unaudited Condensed Consolidated Financial Statements	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	24
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	36
Item 4.	Controls and Procedures	37

	Part II. Other Information
Item 1.	Legal Proceedings	38
Item 1A.	Risk Factors	38
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	38
Item 3.	Defaults Upon Senior Securities	38
Item 4.	Mine Safety Disclosures	38
Item 5.	Other Information	39
Item 6.	Exhibits	40
	Signatures	41

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This report contains forward-looking statements that are based on our beliefs and assumptions and on information currently available to us. Forward-looking statements include information concerning our possible or assumed future results of operations, business strategies and plans, trends, market sizing, competitive position, industry environment, potential growth opportunities and product capabilities, among other things. Forward-looking statements include all statements that are not historical facts and, in some cases, can be identified by terms such as “aim,” “anticipates,” “believes,” “could,” “estimates,” “expects,” “goal,” “intends,” “may,” “plans,” “potential,” “predicts,” “projects,” “seeks,” “should,” “strive,” “will,” “would,” or similar expressions and the negatives of those terms.

Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements, including those described in “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and elsewhere in this report. Given these uncertainties, you should not place undue reliance on these forward-looking statements.

Any forward-looking statement made by us in this report speaks only as of the date on which it is made. Except as required by law, we disclaim any obligation to update these forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future.

As used in this report, the terms “nCino,” the “Company,” “we,” “us,” and “our” mean nCino, Inc. and its subsidiaries unless the context indicates otherwise.

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PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

nCino, Inc.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share data)


	January 31, 2024		July 31, 2024
			(Unaudited)
Assets
Current assets
Cash and cash equivalents (VIE: $2,277 and $1,963 at January 31, 2024 and July 31, 2024, respectively)	$	112,085	$	121,410
Accounts receivable, less allowances of $1,451 and $1,204 at January 31, 2024 and July 31, 2024, respectively	112,975		78,819
Costs capitalized to obtain revenue contracts, current portion, net	10,544		11,565
Prepaid expenses and other current assets	15,171		16,957
Total current assets	250,775		228,751
Property and equipment, net	79,145		76,785
Operating lease right-of-use assets, net	19,261		15,928
Costs capitalized to obtain revenue contracts, noncurrent, net	17,425		19,137
Goodwill	838,869		908,000
Intangible assets, net	115,572		135,524
Investments (related party $2,500 at January 31, 2024 and July 31, 2024)	9,294		9,294
Long-term prepaid expenses and other assets	10,089		15,328
Total assets	$	1,340,430	$	1,408,747
Liabilities, redeemable non-controlling interest, and stockholders’ equity
Current liabilities
Accounts payable	$	11,842	$	13,137

Accrued compensation and benefits	16,283		11,555
Accrued expenses and other current liabilities	10,847		7,930

Deferred revenue, current portion	170,941		172,038


Financing obligations, current portion	1,474		1,567
Operating lease liabilities, current portion	3,649		4,750
Total current liabilities	215,036		210,977
Operating lease liabilities, noncurrent	16,423		12,508
Deferred income taxes, noncurrent	3,687		11,196

Deferred revenue, noncurrent	—		569
Revolving credit facility, noncurrent	—		40,000
Financing obligations, noncurrent	52,680		51,865

Other long-term liabilities	—		2,644
Total liabilities	287,826		329,759
Commitments and contingencies (Note 12)
Redeemable non-controlling interest (Note 3)	3,428		4,133
Stockholders’ equity
Preferred stock, $0.001 par value; 10,000,000 shares authorized, and none issued and outstanding as of January 31, 2024 and July 31, 2024	—		—
Common stock, $0.0005 par value; 500,000,000 shares authorized as of January 31, 2024 and July 31, 2024; 113,684,299 and 115,387,309 shares issued and outstanding as of January 31, 2024 and July 31, 2024, respectively	57		58
Additional paid-in capital	1,400,881		1,439,245
Accumulated other comprehensive income	996		1,407
Accumulated deficit	(352,758)		(365,855)
Total stockholders’ equity	1,049,176		1,074,855
Total liabilities, redeemable non-controlling interest, and stockholders’ equity	$	1,340,430	$	1,408,747

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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nCino, Inc.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except share and per share data)

(Unaudited)


	Three Months Ended July 31,				Six Months Ended July 31,
	2023		2024		2023		2024
Revenues
Subscription	$	99,897	$	113,911	$	197,237	$	224,317
Professional services and other	17,339		18,492		33,671		36,173
Total revenues	117,236		132,403		230,908		260,490
Cost of revenues
Subscription	29,719		33,367		58,876		65,147
Professional services and other	18,328		20,564		35,359		39,964
Total cost of revenues	48,047		53,931		94,235		105,111
Gross profit	69,189		78,472		136,673		155,379
Operating expenses
Sales and marketing	32,164		31,713		62,105		59,758
Research and development	29,889		34,271		58,084		64,252
General and administrative	21,930		20,394		39,905		42,938
Total operating expenses	83,983		86,378		160,094		166,948
Loss from operations	(14,794)		(7,906)		(23,421)		(11,569)
Non-operating income (expense)
Interest income	835		321		1,372		926
Interest expense	(1,044)		(1,835)		(2,423)		(3,312)
Other income (expense), net	469		150		(313)		(594)
Loss before income taxes	(14,534)		(9,270)		(24,785)		(14,549)
Income tax provision (benefit)	1,545		1,753		2,938		(1,229)
Net loss	(16,079)		(11,023)		(27,723)		(13,320)
Net loss attributable to redeemable non-controlling interest (Note 3)	(268)		(58)		(548)		(223)
Adjustment attributable to redeemable non-controlling interest (Note 3)	73		75		(48)		919
Net loss attributable to nCino, Inc.	$	(15,884)	$	(11,040)	$	(27,127)	$	(14,016)
Net loss per share attributable to nCino, Inc.:
Basic and diluted	$	(0.14)	$	(0.10)	$	(0.24)	$	(0.12)
Weighted average number of common shares outstanding:
Basic and diluted	112,396,716		115,180,130		112,262,527		114,694,001

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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nCino, Inc.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(In thousands)

(Unaudited)


	Three Months Ended July 31,				Six Months Ended July 31,
	2023		2024		2023		2024
Net loss	$	(16,079)	$	(11,023)	$	(27,723)	$	(13,320)
Other comprehensive income:
Foreign currency translation	26		540		140		409
Other comprehensive income	26		540		140		409
Comprehensive loss	(16,053)		(10,483)		(27,583)		(12,911)
Less comprehensive loss attributable to redeemable non-controlling interest:
Net loss attributable to redeemable non-controlling interest	(268)		(58)		(548)		(223)
Foreign currency translation attributable to redeemable non-controlling interest	—		5		(10)		(2)
Comprehensive loss attributable to redeemable non-controlling interest	(268)		(53)		(558)		(225)
Comprehensive loss attributable to nCino, Inc.	$	(15,785)	$	(10,430)	$	(27,025)	$	(12,686)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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nCino, Inc.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

(In thousands, except share data)

(Unaudited)


	Three Months Ended July 31, 2023
	Common Stock			Additional Paid-in Capital		Other Comprehensive Income (Loss)		Accumulated Deficit		Total
	Shares	Amount
Balance, April 30, 2023	112,200,481	$	56	$	1,346,250	$	818	$	(321,705)	$	1,025,419



Exercise of stock options	93,150	—		607		—		—		607
Stock issuance upon vesting of restricted stock units	247,945	—		—		—		—		—
Stock issuance under the employee stock purchase plan	120,084	—		2,698		—		—		2,698
Stock-based compensation	—	—		15,275		—		—		15,275
Other comprehensive income	—	—		—		26		—		26
Net loss attributable to nCino, Inc., including adjustment to redeemable non-controlling interest	—	—		(73)		—		(15,811)		(15,884)
Balance, July 31, 2023	112,661,660	$	56	$	1,364,757	$	844	$	(337,516)	$	1,028,141


	Three Months Ended July 31, 2024
	Common Stock			Additional Paid-in Capital		Other Comprehensive Income (Loss)		Accumulated Deficit		Total
	Shares	Amount
Balance, April 30, 2024	114,339,887	$	57	$	1,417,838	$	872	$	(354,890)	$	1,063,877
Exercise of stock options	13,411	—		136		—		—		136
Stock issuance upon vesting of restricted stock units	940,029	1		(1)		—		—		—
Stock issuance under the employee stock purchase plan	93,982	—		2,514		—		—		2,514
Stock-based compensation	—	—		18,833		—		—		18,833
Other comprehensive income	—	—		—		535		—		535
Net loss attributable to nCino, Inc., including adjustment to redeemable non-controlling interest	—	—		(75)		—		(10,965)		(11,040)
Balance, July 31, 2024	115,387,309	$	58	$	1,439,245	$	1,407	$	(365,855)	$	1,074,855

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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nCino, Inc.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

(In thousands, except share data)

(Unaudited)


	Six Months Ended July 31, 2023
	Common Stock			Additional Paid-in Capital		Other Comprehensive Income (Loss)		Accumulated Deficit		Total
	Shares	Amount
Balance, January 31, 2023	111,424,132	$	56	$	1,333,669	$	694	$	(310,341)	$	1,024,078




Exercise of stock options	340,668	—		2,208		—		—		2,208
Stock issuance upon vesting of restricted stock units	776,776	—		—		—		—		—
Stock issuance under the employee stock purchase plan	120,084	—		2,698		—		—		2,698
Stock-based compensation	—	—		26,134		—		—		26,134
Other comprehensive income	—	—		—		150		—		150
Net loss attributable to nCino, Inc., including adjustment to redeemable non-controlling interest	—	—		48		—		(27,175)		(27,127)
Balance, July 31, 2023	112,661,660	$	56	$	1,364,757	$	844	$	(337,516)	$	1,028,141


	Six Months Ended July 31, 2024
	Common Stock			Additional Paid-in Capital		Other Comprehensive Income (Loss)		Accumulated Deficit		Total
	Shares	Amount
Balance, January 31, 2024	113,684,299	$	57	$	1,400,881	$	996	$	(352,758)	$	1,049,176
Exercise of stock options	212,711	—		1,737		—		—		1,737
Stock issuance upon vesting of restricted stock units	1,396,317	1		(1)		—		—		—
Stock issuance under the employee stock purchase plan	93,982	—		2,514		—		—		2,514
Stock-based compensation	—	—		35,033		—		—		35,033
Other comprehensive income	—	—		—		411		—		411
Net loss attributable to nCino, Inc., including adjustment to redeemable non-controlling interest	—	—		(919)		—		(13,097)		(14,016)
Balance, July 31, 2024	115,387,309	$	58	$	1,439,245	$	1,407	$	(365,855)	$	1,074,855

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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nCino, Inc.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)


	Six Months Ended July 31,
	2023		2024
Cash flows from operating activities
Net loss attributable to nCino, Inc.	$	(27,127)	$	(14,016)
Net loss and adjustment attributable to redeemable non-controlling interest	(596)		696
Net loss	(27,723)		(13,320)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization	18,297		17,219
Non-cash operating lease costs	2,421		2,715
Amortization of costs capitalized to obtain revenue contracts	4,869		5,645
Amortization of debt issuance costs	92		31
Stock-based compensation	26,146		35,044
Deferred income taxes	790		(2,656)
Provision for bad debt	756		25
Net foreign currency losses (gains)	(38)		392
Loss on disposal of long-lived assets	144		30
Change in operating assets and liabilities:
Accounts receivable	18,446		37,778

Costs capitalized to obtain revenue contracts	(3,002)		(8,382)
Prepaid expenses and other assets	1,051		(2,430)
Accounts payable	(1,406)		768

Accrued expenses and other liabilities	(9,313)		(8,645)

Deferred revenue	13,772		(2,572)

Operating lease liabilities	(2,035)		(2,201)
Net cash provided by operating activities	43,267		59,441
Cash flows from investing activities
Acquisition of business, net of cash acquired	—		(90,839)
Acquisition of assets	(356)		(300)
Purchases of property and equipment	(2,464)		(786)


Net cash used in investing activities	(2,820)		(91,925)
Cash flows from financing activities






Proceeds from borrowings on revolving credit facility	—		75,000
Payments on revolving credit facility	(30,000)		(35,000)
Payments of debt issuance costs	—		(370)
Exercise of stock options	2,204		1,737
Stock issuance under the employee stock purchase plan	2,698		2,514
Principal payments on financing obligations	(564)		(722)
Net cash provided by (used in) financing activities	(25,662)		43,159
Effect of foreign currency exchange rate changes on cash, cash equivalents, and restricted cash	1,166		(1,354)
Net increase in cash, cash equivalents, and restricted cash	15,951		9,321
Cash, cash equivalents, and restricted cash, beginning of period	87,418		117,444
Cash, cash equivalents, and restricted cash, end of period	$	103,369	$	126,765

Reconciliation of cash, cash equivalents, and restricted cash, end of period:
Cash and cash equivalents	$	98,003	$	121,410
Restricted cash included in prepaid expenses and other current assets	5,162		—
Restricted cash included in long-term prepaid expenses and other assets	204		5,355
Total cash, cash equivalents, and restricted cash, end of period	$	103,369	$	126,765

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nCino, Inc.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

(In thousands)

(Unaudited)


	Six Months Ended July 31,
	2023		2024
Supplemental disclosure of cash flow information
Cash paid for taxes, net of refunds	$	1,906	$	2,035
Cash paid for interest	$	2,580	$	2,843
Supplemental disclosure of noncash investing and financing activities
Purchase of property and equipment, accrued but not paid	$	29	$	239
Deferred costs, accrued but not paid	$	—	$	46
Receivables from exercise of stock options	$	4	$	—
Accrued purchase price related to acquisitions	$	—	$	150

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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nCino, Inc.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In thousands, except share and per share amounts and unless otherwise indicated)

Note 1. Description of Business

The Company is a software-as-a-service ("SaaS") company that provides software applications to financial institutions to streamline employee and client interactions. The Company is headquartered in Wilmington, North Carolina and has various locations in the U.S., North America, Europe, Asia Pacific, and South Africa.

The Company’s fiscal year ends on January 31.

Note 2. Summary of Significant Accounting Policies

Principles of Consolidation and Basis of Presentation: The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America ("GAAP") as set forth in the Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") and applicable rules and regulations of the Securities Exchange Commission ("SEC") regarding interim financial reporting. Certain information and disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. Therefore, these unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes included in the Company's Annual Report on Form 10-K for the fiscal year ended January 31, 2024 filed with the SEC on March 26, 2024. The unaudited condensed consolidated financial statements include accounts of the Company’s wholly-owned subsidiaries, as well as a variable interest entity in which the Company is the primary beneficiary. All intercompany accounts and transactions are eliminated.

The Company is subject to the normal risks associated with technology companies that have not demonstrated sustainable income from operations, including product development, the risk of customer acceptance and market penetration of its products and services and, ultimately, the need to attain profitability to generate positive cash resources.

In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all normal recurring adjustments necessary to present fairly the financial position, results of operations, comprehensive loss and cash flows for the interim periods, but are not necessarily indicative of the results of operations to be anticipated for the full fiscal 2025 or any future period.

Variable Interest Entity: The Company holds an interest in a Japanese company (“nCino K.K.”) that is considered a variable interest entity ("VIE"). nCino K.K. is considered a VIE as it has insufficient equity capital to finance its activities without additional financial support. The Company is the primary beneficiary of nCino K.K. as it has the power over the activities that most significantly impact the economic performance of nCino K.K. and has the obligation to absorb expected losses and the right to receive expected benefits that could be significant to nCino K.K., in accordance with accounting guidance. As a result, the Company consolidated nCino K.K. and all significant intercompany accounts have been eliminated. The Company will continue to assess whether it has a controlling financial interest and whether it is the primary beneficiary at each reporting period. Other than the Company’s equity investments, the Company has not provided financial or other support to nCino K.K. that it was not contractually obligated to provide. The assets of the VIE can only be used to settle the obligations of the VIE and the creditors of the VIE do not have recourse to the Company. The assets and liabilities of the VIE were not significant to the Company’s consolidated financial statements except for cash which is reflected on the unaudited condensed consolidated balance sheets. See Note 3 "Variable Interest Entity and Redeemable Non-Controlling Interest" for additional information regarding the Company’s variable interest.

Redeemable Non-Controlling Interest: Redeemable non-controlling interest relates to minority investors of nCino K.K. An agreement with the minority investors of nCino K.K. contains redemption features whereby the interest held by the minority investors are redeemable either at the option of the (i) minority investors or (ii) the Company, both beginning on the eighth anniversary of the initial capital contribution. If the interest of the minority investors were to be redeemed under this agreement, the Company would be required to redeem the interest based on a prescribed formula derived from the relative revenues of nCino K.K. and the Company. The balance of the redeemable non-controlling interest is reported at the greater of the initial carrying amount adjusted for the redeemable non-controlling interest’s share of earnings or losses and other comprehensive income or loss, or its estimated redemption value. The resulting changes in the estimated redemption amount

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nCino, Inc.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In thousands, except share and per share amounts and unless otherwise indicated)

(increases or decreases) are recorded with corresponding adjustments against retained earnings or, in the absence of retained earnings, additional paid-in-capital. These interests are presented on the unaudited condensed consolidated balance sheets outside of equity under the caption “Redeemable non-controlling interest.”

Use of Estimates: The preparation of unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the unaudited condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates and assumptions made by the Company’s management are used for, but not limited to, revenue recognition including determining the nature and timing of satisfaction of performance obligations, variable consideration, and stand-alone selling price; the average period of benefit associated with costs capitalized to obtain revenue contracts; fair value of assets acquired and liabilities assumed for business combinations; the useful lives of intangible assets; income taxes and the related valuation allowance on deferred tax assets; redemption value of redeemable non-controlling interest; and stock-based compensation. The Company assesses these estimates on a regular basis using historical experience and other factors. Actual results could differ from these estimates.

Concentration of Credit Risk and Significant Customers: The Company’s financial instruments that are exposed to concentration of credit risk consist primarily of cash, cash equivalents, restricted cash, and accounts receivable. The Company’s cash and cash equivalents exceeded federally insured limits at January 31, 2024 and July 31, 2024. The Company maintains its cash, cash equivalents and restricted cash with high-credit-quality financial institutions.

As of January 31, 2024 and July 31, 2024, no individual customer represented 10% of accounts receivable. For the three and six months ended July 31, 2023 and 2024, no individual customer represented more than 10% of the Company’s total revenues.

Restricted Cash: Restricted cash primarily consists of a minimum cash balance the Company maintains with a lender under the Company's revolving credit facility. The remaining restricted cash consists of deposits held as collateral for the Company's bank guarantees issued in place of security deposits for certain property leases and credit cards. Restricted cash is included in long-term prepaid expenses and other assets at January 31, 2024 and July 31, 2024 on the unaudited condensed consolidated balance sheets.

Allowances: The Company records allowances for doubtful accounts based upon the credit worthiness of customers, historical experience, the age of the accounts receivable, current market and economic conditions, and supportable forecasts about the future. Relevant risk characteristics include customer size and historical loss patterns. This estimate is analyzed quarterly and adjusted as necessary. The Company records the allowance against bad debt expense through the unaudited condensed consolidated statements of operations, included in general and administrative expenses, up to the amount of revenues recognized to date. Any incremental allowance is recorded as an offset to deferred revenue on the unaudited condensed consolidated balance sheets. Receivables are written off and charged against the recorded allowance when the Company has exhausted collection efforts without success.

A summary of activity in the allowance for doubtful accounts and reserve for expected credit losses is as follows:


	Three Months Ended July 31,				Six Months Ended July 31,
	2023		2024		2023		2024
Balance, beginning of period	$	1,037	$	1,100	$	899	$	1,451
Charged to bad debt expense	458		156		756		25

Write-offs and other	(622)		(52)		(779)		(272)
Translation adjustments	3		—		—		—
Balance, end of period	$	876	$	1,204	$	876	$	1,204

Investments: The Company's investments are non-marketable equity investments without readily determinable fair value and for which the Company does not have control or significant influence. The investments are measured at cost with adjustments for observable changes in price or impairment as permitted by the measurement alternative. The Company assesses at each reporting period if the investments continue to qualify for the measurement alternative. Gains or losses resulting from

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nCino, Inc.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In thousands, except share and per share amounts and unless otherwise indicated)

observable price changes are recognized currently in the Company's unaudited condensed consolidated statements of operations. The Company assesses the investments whenever events or changes in circumstances indicate that the carrying value of the investments may not be recoverable.

Recent Accounting Pronouncements Not Yet Adopted: In November 2023, the FASB issued Accounting Standards Update ("ASU") 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The guidance includes amendments to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The ASU is effective for fiscal years beginning after December 15, 2023 on a retrospective basis, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company is currently evaluating the impact that the adoption of this standard will have on the Company’s unaudited condensed consolidated financial statements.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The guidance includes amendments to enhance existing income tax disclosure requirements, primarily related to the rate reconciliation and income taxes paid disclosures. The ASU is effective for annual periods beginning after December 15, 2024 on a prospective basis with the option to apply the ASU retrospectively. Early adoption is permitted. The Company is currently evaluating the impact that the adoption of this standard will have on the Company’s unaudited condensed consolidated financial statements.

Note 3. Variable Interest Entity and Redeemable Non-Controlling Interest

In October 2019, the Company entered into an agreement with Japan Cloud Computing, L.P. and M30 LLC (collectively, the “Investors”) to engage in the investment, organization, management, and operation of nCino K.K. that is focused on the distribution of the Company’s products in Japan. In October 2019, the Company initially contributed $4.7 million in cash in exchange for 51% of the outstanding common stock of nCino K.K. As of July 31, 2024, the Company controls a majority of the outstanding common stock in nCino K.K. In October 2023, the Company made a further investment in nCino K.K. of $1.0 million that, including additional investments in nCino K.K. of $1.0 million by existing third-party investors in October 2023, maintained the Company's ownership of 51%.

All of the common stock held by the Investors is callable by the Company or puttable by the Investors at the option of the Investors or at the option of the Company beginning on the eighth anniversary of the agreement with the Investors. Should the call or put option be exercised, the redemption value would be determined based on a prescribed formula derived from the discrete revenues of nCino K.K. and the Company and may be settled, at the Company’s discretion, with Company stock or cash or a combination of the foregoing. As a result of the put right available to the Investors, the redeemable non-controlling interests in nCino K.K. are classified outside of permanent equity in the Company’s unaudited condensed consolidated balance sheets.

The following table summarizes the activity in the redeemable non-controlling interests for the period indicated below:


	Three Months Ended July 31,				Six Months Ended July 31,
	2023		2024		2023		2024
Balance, beginning of period	$	3,184	$	4,105	$	3,589	$	3,428

Net loss attributable to redeemable non-controlling interest (excluding adjustment to non-controlling interest)	(268)		(58)		(548)		(223)
Foreign currency translation	—		5		(10)		(2)
Adjustment to redeemable non-controlling interest	73		75		(48)		919
Stock-based compensation expense1	6		6		12		11
Balance, end of period	$	2,995	$	4,133	$	2,995	$	4,133

1 nCino K.K. stock options granted in accordance with nCino K.K.'s equity incentive plan.

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nCino, Inc.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In thousands, except share and per share amounts and unless otherwise indicated)

Note 4. Fair Value Measurements

Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis

The Company uses a three-tier fair value hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value:

Level 1. Quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2. Significant other inputs that are directly or indirectly observable in the marketplace.

Level 3. Significant unobservable inputs which are supported by little or no market activity.

The carrying amounts of cash equivalents, accounts receivable, accounts payable, and accrued expenses approximate fair value as of January 31, 2024 and July 31, 2024 because of the relatively short duration of these instruments.

The carrying amount of any outstanding borrowings on the Company's revolving credit facility approximates fair value due to the variable interest rates of the borrowings.

The Company evaluated its financial assets and liabilities subject to fair value measurements on a recurring basis to determine the appropriate level in which to classify them for each reporting period. The following table summarizes the Company’s financial assets measured at fair value as of January 31, 2024 and July 31, 2024 and indicates the fair value hierarchy of the valuation:


	Fair value measurements on a recurring basis as of January 31, 2024
	Level 1		Level 2		Level 3
Assets:
Money market accounts (included in cash and cash equivalents)	$	38,649	$	—	$	—
Time deposits (included in long-term prepaid expenses and other assets)	359		—		—
Total assets	$	39,008	$	—	$	—


	Fair value measurements on a recurring basis as of July 31, 2024
	Level 1		Level 2		Level 3
Assets:
Money market accounts (included in cash and cash equivalents)	$	30,480	$	—	$	—

Time deposits (included in long-term prepaid expenses and other assets)	355		—		—
Total assets	$	30,835	$	—	$	—

All of the Company’s money market accounts are classified within Level 1 because the Company’s money market accounts are valued using quoted market prices in active exchange markets including identical assets.

Financial Assets and Liabilities Measured at Fair Value on a Non-Recurring Basis

The Company's assets measured at fair value on a non-recurring basis include the investments accounted for under the measurement alternative. There was no adjustment or impairment recognized for the three and six months ended July 31, 2023 and 2024.

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nCino, Inc.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In thousands, except share and per share amounts and unless otherwise indicated)

Note 5. Revenues

Revenues by Geographic Area

Revenues by geographic region were as follows:


	Three Months Ended July 31,				Six Months Ended July 31,
	2023		2024		2023		2024
United States	$	95,315	$	104,925	$	189,761	$	207,166
International	21,921		27,478		41,147		53,324
	$	117,236	$	132,403	$	230,908	$	260,490

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. For the three and six months ended July 31, 2023 and 2024, 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, 2024 and July 31, 2024:


	As of January 31, 2024		As of July 31, 2024
Trade accounts receivable	$	106,170	$	66,411
Unbilled accounts receivable	7,699		12,520
Allowance for doubtful accounts	(1,451)		(1,204)
Other accounts receivable	557		1,092
Total accounts receivable, net	$	112,975	$	78,819

Deferred Revenue and Remaining Performance Obligations

Significant movements in the deferred revenue balance during the period consisted of increases due to payments received or due in advance prior to the transfer of control of the underlying performance obligations to the customer, which were offset by decreases due to revenues recognized in the period. During the six months ended July 31, 2024, $134.3 million of revenues were recognized out of the deferred revenue balance as of January 31, 2024.

Remaining performance obligations were $1.04 billion as of July 31, 2024. The Company expects to recognize approximately 67% of its remaining performance obligation as revenues in the next 24 months, approximately 27% more in the following 25 to 48 months, and the remainder thereafter.

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nCino, Inc.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In thousands, except share and per share amounts and unless otherwise indicated)

Note 6. Property and Equipment

Property and equipment, net consisted of the following:


	As of January 31, 2024		As of July 31, 2024
Furniture and fixtures	$	12,066	$	12,003
Computers and equipment	8,010		7,477
Buildings and land	56,379		56,379
Leasehold improvements	27,712		27,714
Construction in progress	170		611
	104,337		104,184
Less accumulated depreciation	(25,192)		(27,399)
	$	79,145	$	76,785

The Company recognized depreciation expense as follows:


	Three Months Ended July 31,				Six Months Ended July 31,
	2023		2024		2023		2024
Cost of subscription revenues	$	150	$	121	$	287	$	242
Cost of professional services and other revenues	474		327		918		669
Sales and marketing	445		323		884		665
Research and development	747		619		1,470		1,228
General and administrative	306		190		589		384
Total depreciation expense	$	2,122	$	1,580	$	4,148	$	3,188

Note 7. Business Combinations

DocFox, Inc. (“DocFox”)

On March 20, 2024 (the "DocFox Acquisition Date"), the Company acquired through a merger the outstanding equity interests of DocFox, which provides a solution to automate onboarding experiences for commercial and business banking. The Company acquired DocFox for its complementary product set, which helps simplify and automate the onboarding and account opening process. The Company has included the financial results of DocFox in the consolidated statements of operations from the DocFox Acquisition Date. Including the $2.0 million in post combination expense referenced below, transaction costs associated with the DocFox acquisition were approximately $3.9 million and were recorded in general and administrative expenses for the three months ended April 30, 2024.

The Company paid a total of $74.3 million in cash as of the DocFox Acquisition Date. Included in the total cash paid was $6.2 million for DocFox common stock options that were cash settled on the DocFox Acquisition Date. The $6.2 million fair value of the DocFox common stock options was allocated between consideration transferred and post combination expense in the amounts of $4.2 million and $2.0 million, respectively. As there was no future service requirement due to accelerated vesting of these options, the entire $2.0 million was recorded as transaction cost immediately following the acquisition and not in consideration transferred. The $2.0 million is included within general and administrative expense for the three months ended April 30, 2024. The estimated fair value of the consideration transferred was $72.4 million on the DocFox Acquisition Date.

In addition, the Company issued 198,505 RSUs with an approximate fair value of $6.1 million to certain employees of DocFox, which will vest over four years subject to such employees' continued employment. The RSUs will be recorded as stock-based compensation expense post-acquisition as the RSUs vest and has been excluded from the purchase consideration.

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nCino, Inc.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In thousands, except share and per share amounts and unless otherwise indicated)

The following table summarizes the preliminary fair values of assets acquired and liabilities assumed as of the DocFox Acquisition Date:


	Fair Value
Cash and cash equivalents	$	1,400
Accounts receivable	1,898
Operating lease right-of-use assets, net	405
Other current and noncurrent assets	444
Intangible assets	24,600
Goodwill	57,430
Accounts payable, accrued expenses, and other liabilities, current and noncurrent	(3,495)
Deferred revenue, current and noncurrent	(3,505)
Operating lease liabilities, current and noncurrent	(405)
Deferred income taxes	(6,407)
Net assets acquired	$	72,365

The transaction was accounted for using the acquisition method and, as a result, tangible and intangible assets acquired and liabilities assumed were recorded at their estimated fair values at the DocFox Acquisition Date. Any excess consideration over the fair value of the assets acquired and liabilities assumed was recognized as goodwill and is subject to revision as the purchase price allocation is complete. The Company determined the acquisition date contract assets and liabilities in accordance with ASC 606.

Due to the timing of the transaction, initial accounting for the acquisition is not complete, and further measurement period adjustments may occur in fiscal year 2025, but no later than one year from the DocFox Acquisition Date. The Company has estimated the preliminary fair value of net assets acquired based on information currently available and with the assistance of independent third-party valuations and will continue to adjust those estimates as additional information becomes available, valuations are finalized and the tax returns for the pre-acquisition period are completed. The primary areas of the acquisition accounting that remain preliminary relate to, but are not limited to, (i) finalizing the review and valuation of intangible assets (including key assumptions, inputs and estimates), (ii) finalizing the Company's review of certain assets acquired and liabilities assumed, (iii) finalizing the evaluation and valuation of certain legal matters and/or loss contingencies, including those that the Company may not yet be aware of but meet the requirement to qualify as a pre-acquisition contingency, (iv) finalizing our estimate of the impact of acquisition accounting on deferred income taxes or liabilities, including uncertain tax positions, and (v) finalizing the Company’s review of the acquired contracts and related contract assets and liabilities. As the initial acquisition accounting is based on preliminary assessments, actual values may differ materially when final information becomes available. The Company believes the information gathered to date provides a reasonable basis for estimating the preliminary fair values of assets acquired and liabilities assumed. The Company will continue to evaluate these items until they are satisfactorily resolved and make necessary adjustments, within the allowable measurement period.

The following table sets forth the components of the preliminary fair value of identifiable intangible assets and their estimated useful lives over which the acquired intangible assets will be amortized on a straight-line basis, as this approximates the pattern in which economic benefits of the assets are consumed as of the DocFox Acquisition Date:


	Fair Value		Useful Life
Trade name	$	200	1 year
Customer relationships	16,400		10 years
Developed technology	8,000		5 years
Total intangible assets subject to amortization	$	24,600

Developed technology represents the preliminary fair value of DocFox's technology. Customer relationships represent the preliminary fair value of the underlying relationships with DocFox's customers. Trade names represents the preliminary fair value of DocFox’s company name. The Company continues to assess the rates used in the preliminary

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nCino, Inc.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In thousands, except share and per share amounts and unless otherwise indicated)

valuation methods such as, but not limited to, the discount rates for developed technology, customer relationships and trade name and customer attrition rate for customer relationships.

Goodwill is primarily attributable to expanded market opportunities, synergies expected from the acquisition, and assembled workforce. The goodwill is not expected to be deductible for tax.

The financial results of DocFox since the DocFox Acquisition Date are included in the Company's unaudited condensed consolidated financial statements and are not material to the Company. The Company has not disclosed pro-forma revenue and earnings attributable to DocFox as they did not have a material effect on the Company’s unaudited condensed consolidated financial statements.

Integrated Lending Technologies, LLC (“ILT”)

On April 1, 2024 (the "ILT Acquisition Date”), the Company acquired all outstanding membership interests of ILT, which provides consumer loan origination software that streamlines direct and indirect lending operations. The Company acquired ILT for its complementary products and believes this will provide greater value for new and existing customers. The Company has included the financial results of ILT in the consolidated statements of operations from the ILT Acquisition Date. Transaction costs associated with the ILT acquisition were approximately $0.9 million and were recorded in general and administrative expenses for the three months ended April 30, 2024.

The fair value of the consideration transferred was $19.9 million and paid in cash on the ILT Acquisition Date, subject to a net working capital adjustment. The net working capital adjustment was finalized in July 2024, resulting in an increase to the purchase price of $0.1 million which was recorded to goodwill.

The following table summarizes the preliminary fair values of assets acquired and liabilities assumed as of July 31, 2024:


	Fair Value
Cash and cash equivalents	$	164
Accounts receivable	343
Intangible assets	8,660
Goodwill	11,111
Accounts payable, accrued expenses, and other liabilities, current and noncurrent	(240)
Net assets acquired	$	20,038

The transaction was accounted for using the acquisition method and, as a result, tangible and intangible assets acquired, and liabilities assumed were recorded at their estimated fair values at the ILT Acquisition Date. Any excess consideration over the fair value of the assets acquired and liabilities assumed was recognized as goodwill and is subject to revision as the purchase price allocation is completed. The Company determined the acquisition date contract assets and liabilities in accordance with ASC 606.

Due to the timing of the transaction, initial accounting for the acquisition is not complete, and further measurement period adjustments may occur in fiscal year 2025, but no later than one year from the ILT Acquisition Date. The Company has estimated the preliminary fair value of net assets acquired based on information currently available and with the assistance of independent third-party valuations and will continue to adjust those estimates as additional information becomes available and valuations are finalized. The primary areas of the acquisition accounting that remain preliminary relate to, but are not limited to, (i) finalizing the review and valuation of intangible assets (including key assumptions, inputs and estimates), (ii) finalizing the Company's review of certain assets acquired and liabilities assumed, and (iii) finalizing the Company’s review of the acquired contracts and related contract assets and liabilities. As the initial acquisition accounting is based on preliminary assessments, actual values may differ materially when final information becomes available. The Company believes the information gathered to date provides a reasonable basis for estimating the preliminary fair values of assets acquired and liabilities assumed. The Company will continue to evaluate these items until they are satisfactorily resolved and make necessary adjustments, within the allowable measurement period.

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nCino, Inc.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In thousands, except share and per share amounts and unless otherwise indicated)


	Fair Value		Useful Life
Trade name	$	210	1 year
Customer relationships	5,870		10 years
Developed technology	2,580		5 years
Total intangible assets subject to amortization	$	8,660

Developed technology represents the preliminary estimated fair value of ILT’s technology. Customer relationships represent the preliminary estimated fair value of the underlying relationships with ILT’s customers. Trade name represents the preliminary estimated fair value of ILT’s company name. The Company continues to assess the rates used in the preliminary valuation methods such as, but not limited to, the discount rates for developed technology, customer relationships and trade name and customer attrition rate for customer relationships.

Goodwill is primarily attributable to expanded market opportunities, synergies expected from the acquisition, and assembled workforce and approximately $11.1 million is expected to be deductible for tax purposes.

The financial results of ILT since the ILT Acquisition Date are included in the Company's unaudited condensed consolidated financial statements and are not material to the Company. The Company has not disclosed pro-forma revenue and earnings attributable to ILT as they did not have a material effect on the Company’s condensed consolidated financial statements.

Note 8. Goodwill and Intangible Assets

Goodwill

The change in the carrying amounts of goodwill was as follows:


Balance, January 31, 2024	$	838,869
Acquisitions	68,541

Translation adjustments	590
Balance, July 31, 2024	$	908,000

Intangible assets

Intangible assets, net are as follows:


	As of January 31, 2024						As of July 31, 2024
	Gross Amount		Accumulated Amortization		Net Carrying Amount		Gross Amount		Accumulated Amortization		Net Carrying Amount
Developed technology	$	83,468	$	(38,010)	$	45,458	$	88,080	$	(40,564)	$	47,516
Customer relationships	91,704		(22,085)		69,619		114,241		(27,240)		87,001
Trademarks and trade name	14,624		(14,624)		—		419		(148)		271
Other	919		(424)		495		1,369		(633)		736
	$	190,715	$	(75,143)	$	115,572	$	204,109	$	(68,585)	$	135,524

During the six months ended July 31, 2024, the Company wrote off approximately $20.6 million of fully amortized intangible assets and the corresponding accumulated amortization.

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nCino, Inc.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In thousands, except share and per share amounts and unless otherwise indicated)

The Company recognized amortization expense for intangible assets as follows:


	Three Months Ended July 31,				Six Months Ended July 31,
	2023		2024		2023		2024
Cost of subscription revenues	$	4,190	$	4,404	$	8,441	$	8,522
Cost of professional services and other revenues	83		83		165		165
Sales and marketing	2,771		2,862		5,543		5,344

Total amortization expense	$	7,044	$	7,349	$	14,149	$	14,031

During the third quarter of fiscal 2024, the Company rebranded the SimpleNexus solution to nCino Mortgage, resulting in a change to the trade name useful life and recorded incremental amortization of $10.1 million to fully amortize the remaining trade name intangible asset.

The expected future amortization expense for intangible assets as of July 31, 2024 is as follows:


Fiscal Year Ending January 31,
2025 (remaining)	$	14,699
2026	28,878
2027	27,610
2028	13,152
2029	13,052
Thereafter	38,133
	$	135,524

The expected amortization expense is an estimate. Actual amounts of amortization expense may differ from estimated amounts due to additional intangible asset acquisitions, changes in foreign currency exchange rates, impairment of intangible assets, future changes to expected asset lives of intangible assets, and other events.

Note 9. Stock-Based Compensation

Stock Options

Stock option activity for the six months ended July 31, 2024 was as follows:


	Number of Shares	Weighted Average Exercise Price
Outstanding, January 31, 2024	1,212,704	$	7.14
Granted	—	—
Expired or forfeited	(1,375)	12.06
Exercised	(212,711)	8.16
Outstanding, July 31, 2024	998,618	$	6.92
Exercisable, July 31, 2024	998,618	$	6.92
Fully vested or expected to vest, July 31, 2024	998,618	$	6.92

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nCino, Inc.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In thousands, except share and per share amounts and unless otherwise indicated)

Restricted Stock Units

RSU activity during the six months ended July 31, 2024 was as follows:


	Number of Shares	Weighted Average Grant Date Fair Value
Nonvested, January 31, 2024	5,626,125	$	33.19
Granted	2,558,830	33.73
Vested	(1,396,317)	33.58
Forfeited	(426,301)	35.97
Nonvested, July 31, 2024	6,362,337	$	33.19

As of July 31, 2024, total unrecognized compensation expense related to non-vested RSUs was $178.6 million, adjusted for estimated forfeitures, based on the estimated fair value of the Company’s common stock at the time of grant. That cost is expected to be recognized over a weighted average period of 2.93 years.

Employee Stock Purchase Plan

The first offering period for the Employee Stock Purchase Plan ("ESPP") began on July 1, 2021 and ended on December 31, 2021. Thereafter, offering periods begin each year on January 1 and July 1.

The fair value of ESPP shares during the six months ended July 31, 2023 and 2024 was estimated at the date of grant using the Black-Scholes option valuation model based on assumptions as follows for ESPP awards:


	Six Months Ended July 31,
	2023	2024
Expected life (in years)	0.50	0.50
Expected volatility	61.66% - 61.86%	38.70% - 38.91%
Expected dividends	0.00%	0.00%
Risk-free interest rate	4.77% - 5.53%	5.24% - 5.37%

Stock-Based Compensation Expense

Total stock-based compensation expense included in our unaudited condensed consolidated statements of operations were as follows:


	Three Months Ended July 31,				Six Months Ended July 31,
	2023		2024		2023		2024
Cost of subscription revenues	$	485	$	793	$	799	$	1,355
Cost of professional services and other revenues	2,460		2,980		4,089		5,759
Sales and marketing	3,830		4,184		7,041		8,140
Research and development	4,279		5,286		7,279		9,512
General and administrative	4,227		5,596		6,938		10,278
Total stock-based compensation expense	$	15,281	$	18,839	$	26,146	$	35,044

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nCino, Inc.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In thousands, except share and per share amounts and unless otherwise indicated)

Note 10. Leases

Operating Leases

The Company leases its facilities and a portion of its equipment under various non-cancellable agreements, which expire at various times through December 2033, some of which include options to extend for up to five years.

The components of lease expense were as follows:


	Three Months Ended July 31,				Six Months Ended July 31,
	2023		2024		2023		2024
Operating lease expense	$	1,312	$	1,392	$	2,617	$	2,726
Variable lease expense	473		647		934		1,270
Short-term lease expense	112		58		234		148
Total	$	1,897	$	2,097	$	3,785	$	4,144

Supplemental cash flow information related to operating leases were as follows:


	Six Months Ended July 31,
	2023		2024
Cash paid for amounts included in the measurement of operating lease liabilities	$	2,231	$	2,212
Operating right-of-use assets obtained in exchange for operating lease liabilities	132		810
Operating right-of-use assets and operating lease liabilities disposed of	—		1,947

The weighted-average remaining lease term and weighted-average discount rate for the Company's operating lease liabilities as of July 31, 2024 were 6.21 years and 6.8%, respectively.

Future minimum lease payments as of July 31, 2024 were as follows:


Fiscal Year Ending January 31,	Operating Leases
2025 (remaining)	$	2,176
2026	5,054
2027	3,284
2028	2,777
2029	1,715
Thereafter	6,489
Total lease liabilities	21,495
Less: imputed interest	(4,237)
Total lease obligations	17,258
Less: current obligations	(4,750)
Long-term lease obligations	$	12,508

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nCino, Inc.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In thousands, except share and per share amounts and unless otherwise indicated)

Note 11. Revolving Credit Facility

On February 11, 2022, the Company entered into a Credit Agreement (the “Credit Agreement”), by and among the Company, nCino OpCo (the “Borrower”), certain subsidiaries of the Company as guarantors, and Bank of America, N.A. as lender (the “Lender”), pursuant to which the Lender provided to the Borrower a senior secured revolving credit facility of up to $50.0 million (the “Credit Facility”). The Credit Facility includes borrowing capacity available for letters of credit subject to a sublimit of $7.5 million. Any issuance of letters of credit will reduce the amount available under the Credit Facility.

On February 9, 2024, the Company entered into a First Amendment to extend the existing maturity date of the Credit Facility provided for under the Credit Agreement to February 11, 2025.

On March 17, 2024, the Company entered into the Second Amendment which increased our borrowing availability to $100.0 million and extended the existing maturity date of the Credit Facility under the Credit Facility to March 17, 2029.

Borrowings under the Credit Facility bear interest, at the Borrower’s option, at: (i) a base rate equal to the greatest of (a) the Lender’s “prime rate”, (b) the federal funds rate plus 0.50%, and (c) the Term SOFR rate plus 1.00% (provided that the base rate shall not be less than 0.00%), plus a margin of 1.3125%; or (ii) the Term SOFR rate (provided that the Term SOFR shall not be less than 0.00%), plus a margin of 2.3125%, in each case with such margin subject to a step down based on achievement of a certain leverage ratio. The Company is also required to pay an unused commitment fee to the Lender of 0.30% of the average daily unutilized commitments (with a step down based on achievement of a certain leverage ratio). The Company must also pay customary letter of credit fees.

The Company may repay amounts borrowed any time without penalty. Borrowings under the Credit Facility may be reborrowed.

The Credit Agreement contains representations and warranties, affirmative, negative and financial covenants, and events of default that are customary for loans of this type. The financial covenants require the Company and its subsidiaries on a consolidated basis to maintain (i) a Consolidated Senior Secured Leverage Ratio not in excess of 2.50:1.00 as of the end of any fiscal quarter, and (ii) a Consolidated Interest Coverage Ratio not less than 3.00:1.00 as of the end of any fiscal quarter beginning with the second quarter of fiscal year 2025. The Company is also required to maintain at least $5.0 million of the Company's cash and/or marketable securities with the Lender which is considered restricted cash and is included in long-term prepaid expenses and other assets as of January 31, 2024 and July 31, 2024 on the Company's unaudited condensed consolidated balance sheets.

The Credit Facility is guaranteed by the Company and each of its current and future material domestic subsidiaries (the “Guarantors”) and secured by substantially all of the personal property, subject to customary exceptions, of the Borrower and the Guarantors, in each case, now owned or later acquired, including a pledge of all of the Borrower’s capital stock, the capital stock of all of the Company’s domestic subsidiaries, and 65% of the capital stock of foreign subsidiaries that are directly owned by the Borrower or a Guarantor.

The Company had $0.0 million and $40.0 million outstanding and no letters of credit issued under the Credit Facility and was in compliance with all covenants as of January 31, 2024 and July 31, 2024, respectively. As of July 31, 2024, the applicable interest rate was 7.38%. The available borrowing capacity under the Credit Facility was $60.0 million as of July 31, 2024.

Note 12. Commitments and Contingencies

In addition to the operating lease commitments described in Note 10 "Leases", the Company has additional contractual commitments as described further below.

Purchase Commitments

The Company’s purchase commitments consist of non-cancellable agreements to purchase goods and services, primarily licenses and hosting services, entered into in the ordinary course of business.

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nCino, Inc.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In thousands, except share and per share amounts and unless otherwise indicated)

Financing Obligations

The Company's financing obligations consist of leases for the Company's headquarters and parking deck in which the Company is deemed the owner of for accounting purposes. The leases will be analyzed for applicable lease accounting upon expiration of the purchase option, if not exercised.

Purchase commitments and future minimum lease payments required under financing obligations as of July 31, 2024 is as follows:


Fiscal Year Ending January 31,	Purchase commitments		Financing obligations - leased facility
2025 (remaining)	$	37,933	$	2,275
2026	74,639		4,644
2027	73,340		3,950
2028	71,226		—
2029	1,226		—
Thereafter	357		—
Total	$	258,721	$	10,869
Residual financing obligations and assets			49,476
Less: amount representing interest			(6,913)
Financing obligations			$	53,432

A portion of the associated lease payments are recognized as interest expense and the remainder reduces the financing obligations. The weighted-average discount rate for the Company's financing obligations as of July 31, 2024 was 5.7%.

Indemnification

In the ordinary course of business, the Company generally includes standard indemnification provisions in its arrangements with third parties, including vendors, customers, and the Company’s directors and officers. Pursuant to these provisions, the Company may be obligated to indemnify such parties for losses or claims suffered or incurred. It is not possible to determine the maximum potential loss under these indemnification provisions due to the Company’s limited history of prior indemnification claims and the unique facts and circumstances involved in each particular provision. The Company has not accrued any material liabilities related to such obligations in the accompanying unaudited condensed consolidated financial statements.

Legal Proceedings

From time to time, the Company is involved in legal proceedings or is subject to claims arising in the ordinary course of business including the following:

On September 26, 2022, a purported stockholder of the Company filed a complaint in the Delaware Court of Chancery in connection with the series of mergers in which the Company became the parent of nCino OpCo and SimpleNexus. The complaint, captioned City of Hialeah Employees’ Retirement System, Derivatively on Behalf of Nominal Defendants nCINO, INC. (f/k/a Penny HoldCo, Inc.) and nCINO OpCo, Inc. (f/k/a nCino, Inc.) v. INSIGHT VENTURE PARTNERS, LLC, et al., C.A. No. 2022-0846-MTZ, names as defendants, Insight Ventures Partners, LLC., Insight Holdings Group, LLC., the Company’s directors and certain officers, along with nCino, Inc. and nCino OpCo, Inc. as nominal defendants, and alleges that the members of the board of directors, controlling stockholders, and officers violated their fiduciary duties in the course of negotiating and approving the series of mergers. The complaint alleges damages in an unspecified amount. Pursuant to the rights in its bylaws and Delaware law, the Company is advancing the costs incurred by the director and officer defendants in this action, and the defendants may assert indemnification rights in respect of an adverse judgment or settlement of the action, if any. Given the uncertainty and preliminary stages of this matter, the Company is unable to reasonably estimate any possible

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nCino, Inc.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In thousands, except share and per share amounts and unless otherwise indicated)

loss or range of loss that may result. Therefore, the Company has not made an accrual for the above matter in the unaudited condensed consolidated financial statements. On December 28, 2023, the Delaware Court of Chancery granted in full defendants' motions to dismiss the complaint. On January 25, 2024, the plaintiff filed a notice of appeal.

The Company does not presently believe the above matter will have a material adverse effect on its day-to-day operations or the quality of the services, products or innovation it continues to provide to its customers. However, regardless of the outcome, legal proceedings can have an adverse impact on the Company because of the related expenses, diversion of management resources, and other factors.

Other Commitments and Contingencies

The Company may be subject to audits related to its non-income taxes by tax authorities in jurisdictions where it conducts business. These audits may result in assessments of additional taxes that are subsequently resolved with the authorities or potentially through the courts. The Company accrues for any assessments if deemed probable and estimable.

Note 13. Related-Party Transactions

On November 1, 2022, the Company's wholly-owned subsidiary, nCino OpCo, acquired preferred shares of ZestFinance, Inc. (d/b/a ZEST AI) ("Zest AI"), a private company, for $2.5 million and is included in investments as of January 31, 2024 and July 31, 2024 on the Company's unaudited condensed consolidated balance sheets. The investment is considered a related party transaction as entities affiliated with Insight Partners, a beneficial owner of the Company, own greater than ten percent of Zest AI. On May 23, 2023, the Company announced a strategic partnership with Zest AI to build an integration into the Company's consumer banking solution to enable lenders with streamlined access to consumer credit lending insights.

Note 14. Basic and Diluted Loss per Share

Basic loss per share is computed by dividing net loss attributable to nCino, Inc. by the weighted-average number of common shares outstanding for the fiscal period. Diluted loss per share is computed by giving effect to all potential weighted average dilutive common stock, including stock options issued and outstanding, nonvested RSUs issued and outstanding, and shares issuable pursuant to the ESPP. The dilutive effect of outstanding awards is reflected in diluted earnings per share by application of the treasury stock method. Diluted loss per share for the three and six months ended July 31, 2023 and 2024 is the same as the basic loss per share as there was a net loss for those periods, and inclusion of potentially issuable shares was anti-dilutive.

The components of basic and diluted loss per share for periods presented are as follows (in thousands, except share and per share data):


	Three Months Ended July 31,				Six Months Ended July 31,
	2023		2024		2023		2024
Basic and diluted loss per share:
Numerator
Net loss attributable to nCino, Inc.	$	(15,884)	$	(11,040)	$	(27,127)	$	(14,016)
Denominator
Weighted-average common shares outstanding	112,396,716		115,180,130		112,262,527		114,694,001
Basic and diluted loss per share attributable to nCino, Inc.	$	(0.14)	$	(0.10)	$	(0.24)	$	(0.12)

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nCino, Inc.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In thousands, except share and per share amounts and unless otherwise indicated)

The following potential outstanding common stock were excluded from the diluted loss per share computation because the effect would have been anti-dilutive:


	Six Months Ended July 31,
	2023	2024
Stock options issued and outstanding	1,664,830	998,618
Nonvested RSUs issued and outstanding	5,784,062	6,362,337
Shares issuable pursuant to the ESPP	16,994	81,048

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion of our financial condition and results of operations should be read together with our unaudited condensed consolidated financial statements and related notes and other financial information included in this Quarterly Report on Form 10-Q and our Annual Report on Form 10-K for the fiscal year ended January 31, 2024 filed with the SEC on March 26, 2024. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this Quarterly Report on Form 10-Q and in our Annual Report on Form 10-K, particularly in the section titled “Risk Factors.” Our historical results are not necessarily indicative of the results that may be expected for any period in the future. Our fiscal year ends on January 31 of each year and references in this Quarterly Report on Form 10-Q to a fiscal year mean the year in which that fiscal year ends. For example, references in this Quarterly Report on Form 10-Q to "fiscal 2025" refer to the fiscal year ended January 31, 2025.

Overview

Through its single software-as-a-service ("SaaS") platform, nCino helps financial institutions ("FI") serving corporate and commercial, small business, consumer, and mortgage customers modernize and more effectively onboard clients, open accounts, make loans and navigate the loan lifecycle, and effectively monitor and manage their portfolio. With the nCino Bank Operating System, FIs can:

•digitally serve their clients across lines of business,

•improve efficiency,

•elevate employee experience and performance,

•manage risk and compliance more effectively,

•establish an active data, audit, and business intelligence hub, and

•embrace the value of intelligent automation and uncover data-driven insights.

nCino was originally founded in a bank to improve that FI’s operations and client service. After realizing that the same problems—cumbersome legacy technology, fragmented data, disconnected business functions, and a disengaged workforce made it difficult to maintain relevancy in their clients' lives—were endemic across the financial services industry, nCino spun out as a separate company in late 2011. This heritage is the foundation of our deep banking domain expertise, which differentiates us, continues to drive our strategy, and makes us uniquely qualified to help FIs become more efficient by providing an end-to-end platform that spans business lines and combines capabilities for a seamless experience.

The nCino Bank Operating System was initially designed to help transform commercial and small business lending for community and regional banks. This solution was introduced to enterprise banks in the United States ("U.S.") in 2014, and then internationally in 2017, and has subsequently expanded across North America, Europe, the Middle East, South Africa and Asia-Pacific. Throughout this market expansion, we broadened the nCino Bank Operating System by adding functionality for consumer lending, client onboarding, deposit account opening, analytics and artificial intelligence and machine learning. In fiscal 2020, we made two acquisitions as part of our strategy to build out our nIQ capabilities and we established our nCino K.K joint venture to facilitate our entry into the Japanese market. An acquisition in fiscal 2022 expanded our capabilities to the U.S. point-of-sale mortgage market.

On March 20, 2024 (the "DocFox Acquisition Date"), we acquired DocFox, Inc. ("DocFox") which provides a solution for automating onboarding experiences for commercial and business banking, for an aggregate preliminary purchase price of $74.3 million. We funded the purchase consideration with $75.0 million borrowed under the Credit Facility as further described in Note 11 "Revolving Credit Facility" of the notes to our unaudited condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q. We have included the financial results of DocFox in our unaudited condensed consolidated financial statements from the DocFox Acquisition Date.

We acquired Integrated Lending Technologies, LLC ("ILT") on April 1, 2024 (the "ILT Acquisition Date"), which provides consumer loan origination software that streamlines direct and indirect lending operations, for an aggregate purchase

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price of $20.0 million in cash. We have included the financial results of ILT in our unaudited condensed consolidated financial statements from the ILT Acquisition Date.

See Note 7 "Business Combinations" of the notes to our unaudited condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for more information on the DocFox and ILT acquisitions.

We generally offer the nCino Bank Operating System on a subscription basis pursuant to non-cancellable multi-year contracts that typically range from three to five years, and we employ a “land and expand” business model. The nCino Bank Operating System is designed to scale with our customers, and once our solution is deployed, we seek to have our customers expand adoption within and across lines of business.

We sell our solutions directly through our business development managers, account executives, field sales engineers, and customer success managers. Our sales efforts in the U.S. are organized around FIs based on size, whereas internationally, we focus our sales efforts by geography. As of July 31, 2024, we had 206 sales and sales support personnel in the U.S. and 88 sales and support personnel in offices outside the U.S.

To help customers go live with our solutions, we offer professional services including configuration and implementation, training, and advisory services. For enterprise FIs, we generally work with system integration ("SI") partners such as Accenture, Deloitte, and PwC for the delivery of professional services for the nCino Bank Operating System. For regional FIs, we work with SIs such as West Monroe Partners, and for community banks, we work with SIs or perform configuration and implementation ourselves. We expect enterprise FIs to make up a greater proportion of our nCino Bank Operating System sales.

For the three months ended July 31, 2023 and 2024, our total revenues were $117.2 million and $132.4 million, respectively, representing a 12.9% increase. For the three months ended July 31, 2023 and 2024, our subscription revenues were $99.9 million and $113.9 million, respectively, representing a 14.0% increase. Due to our investments in growth, we recorded net losses attributable to nCino, Inc. of $15.9 million and $11.0 million for the three months ended July 31, 2023 and 2024, respectively. For the six months ended July 31, 2023 and 2024, our total revenues were $230.9 million and $260.5 million, respectively, representing a 12.8% increase. For the six months ended July 31, 2023 and 2024, our subscription revenues were $197.2 million and $224.3 million, respectively, representing a 13.7% increase. Due to our investments in growth, we recorded net losses attributable to nCino, Inc. of $27.1 million and $14.0 million for the six months ended July 31, 2023 and 2024, respectively.

Factors Affecting Our Operating Results

Market Adoption of Our Solution. Our future growth depends on our ability to expand our reach to new FI customers and increase adoption with existing customers as they broaden their use of our solutions within and across lines of business. Our success in growing our customer base and expanding adoption of our solutions by existing customers requires a focused direct sales engagement and the ability to convince key decision makers at FIs to replace legacy third-party point solutions or internally developed software with our solutions. In addition, growing our customer base will require us to increasingly penetrate markets outside the U.S., which accounted for 20.8% of total revenues for the three months ended July 31, 2024 and 20.5% for the six months ended July 31, 2024. For new customers, our sales cycles are typically lengthy, generally ranging from six to nine months for smaller FIs to 12 to 18 months or more for larger FIs. Key to landing new customers is our ability to successfully take our existing customers live and help them achieve measurable returns on their investment, thereby turning them into referenceable accounts. If we are unable to successfully address the foregoing challenges, our ability to grow our business and achieve profitability will be adversely affected, which may in turn reduce the value of our common stock.

Mix of Subscription and Professional Services Revenues. The initial deployment of our solutions by our customers requires a period of implementation and configuration services that typically range from three months to 18 months, depending on the scope. As a result, during the initial go-live period for a customer on the nCino Bank Operating System, professional services revenues generally make up a substantial portion of our revenues from that customer, whereas over time, revenues from established customers are more heavily weighted to subscriptions. While professional services revenues will fluctuate as a percentage of total revenues in the future and tend to be higher in periods of faster growth, over time we expect subscription revenues will make up an increasing proportion of our total revenues as our overall business grows.

Macroeconomic Environment. We are currently operating in a higher interest rate environment as the U.S. Federal Reserve has raised interest rates as a means to manage inflation. These rate increases have had an impact on the real estate

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market in the U.S. and specifically, the demand for mortgages and mortgage-related products and services, which has had a negative impact on our nCino Mortgage business.

We will continue to monitor the impact the macroeconomic environment may have on our business.

Continued Investment in Innovation and Growth. We have made substantial investments in product development, sales and marketing, and strategic acquisitions since our inception to achieve a leadership position in our market and grow our revenues and customer base. We intend to continue to increase our investment in product development in the coming years to maintain and build on this advantage. We also intend to invest in sales and marketing both in the U.S. and internationally to further grow our business. To capitalize on the market opportunity we see ahead of us, we expect to continue to optimize our operating plans for revenue growth and profitability.

Components of Results of Operations

Revenues

We derive our revenues from subscription and professional services and other revenues.

Subscription Revenues. Our subscription revenues consist principally of fees from customers for accessing our solutions and maintenance and support services that we generally offer under non-cancellable multi-year contracts, which typically range from three to five years for the nCino Bank Operating System and one to three years for nCino Mortgage. Specifically, we offer:

•Client onboarding, loan origination, and deposit account opening applications targeted at a FI’s commercial, small business, and retail lines of business, for which we generally charge on a per seat basis.

•nIQ for which we generally charge based on the asset size of the customer or on a usage basis.

•Through nCino Mortgage, a digital homeownership solution uniting people, systems, and stages of the mortgage process into a seamless end-to-end journey for which we generally charge on a per seat basis.

•Maintenance and support services as well as internal-use or “sandbox” development licenses, for which we generally charge as a percentage of the related subscription fees.

Our subscription revenues are generally recognized ratably over the term of the contract beginning upon activation. For new customers, we may activate a portion of seats at inception of the agreement, with the balance activated at contractually specified points in time thereafter, to pattern our invoicing after the customer’s expected rate of implementation and adoption. Where seats are activated in stages, we charge subscription fees from the date of activation through the anniversary of the initial activation date, and annually thereafter. Subscription fees associated with the nCino Bank Operating System are generally billed annually in advance while subscription fees for nCino Mortgage are generally billed monthly in advance. Maintenance and support fees, as well as development licenses, are provided over the same periods as the related subscriptions, so fees are invoiced and revenues are recognized over the same periods. Subscription fees invoiced are recorded as deferred revenue pending recognition as revenues. In certain cases, we are authorized to resell access to Salesforce’s CRM solution along with the nCino Bank Operating System. When we resell such access, we charge a higher subscription price and remit a higher subscription fee to Salesforce for these subscriptions.

Professional Services and Other Revenues. Professional services and other revenues consist of fees for implementation and configuration assistance, training, and advisory services. For enterprise and larger regional FIs, we generally work with SI partners to provide the majority of implementation services for the nCino Bank Operating System, for which these SI partners bill our customers directly. We have historically delivered professional services ourselves for community banks and smaller credit unions and nCino Mortgage has historically provided professional services directly to its customers. Revenues for implementation, training, and advisory services are generally recognized on a proportional performance basis, based on labor hours incurred relative to total budgeted hours. To date, our losses on professional services contracts have not been material. During the initial go-live period for a customer on the nCino Bank Operating System, professional services revenues generally make up a substantial portion of our revenues from that customer, whereas over time, revenues from established customers are more heavily weighted to subscriptions. While professional services revenues will fluctuate as a percentage of total revenues in the future and tend to be higher in periods of faster growth, over time we expect to see subscription revenues make up an increasing proportion of our total revenues.

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Cost of Revenues and Gross Margin

Cost of Subscription Revenues. Cost of subscription revenues consists of fees paid to Salesforce for access to the Salesforce Platform, including Salesforce’s hosting infrastructure and data center operations, along with certain integration fees paid to other third parties. When we resell access to Salesforce’s CRM solution, cost of subscription revenues also includes the subscription fees we remit to Salesforce for providing such access. We also incur costs associated with access to other platforms. In addition, cost of subscription revenues includes personnel-related costs associated with delivering maintenance and support services, including salaries, benefits and stock-based compensation expense, travel and related costs, amortization of acquired developed technology, and allocated overhead. Our subscription gross margin will vary from period to period as a function of the utilization of support personnel and the extent to which we recognize subscription revenues from the resale of Salesforce’s CRM solution.

Cost of Professional Services and Other Revenues. Cost of professional services and other revenues consists primarily of personnel-related costs associated with delivery of these services, including salaries, benefits and stock-based compensation expense, travel and related costs, and allocated overhead. The cost of providing professional services is significantly higher as a percentage of the related revenues than for our subscription services due to direct labor costs. The cost of professional services revenues has increased in absolute dollars as we have added new customer subscriptions that require professional services and built-out our international professional services capabilities. Realized effective billing and utilization rates drive fluctuations in our professional services and other gross margin on a period-to-period basis.

Operating Expenses

Sales and Marketing. Sales and marketing expenses consist primarily of personnel costs of our sales and marketing employees, including salaries, sales commissions and incentives, benefits and stock-based compensation expense, travel and related costs. We capitalize incremental costs incurred to obtain contracts, primarily consisting of sales commissions, and subsequently amortize these costs over the expected period of benefit, which we have determined to be approximately four years. Sales and marketing expenses also include outside consulting fees, marketing programs, including lead generation, costs of our annual user conference, advertising, trade shows, other event expenses, amortization of intangible assets, and allocated overhead. We expect sales and marketing expenses will decrease as a percentage of revenues as we leverage the investments we have made to date.

Research and Development. Research and development expenses consist primarily of salaries, benefits and stock-based compensation associated with our engineering, product and quality assurance personnel, as well as allocated overhead. Research and development expenses also include the cost of third-party contractors. Research and development costs are expensed as incurred. We expect research and development costs will decrease as a percentage of revenues as we leverage the investments we have made to date.

General and Administrative. General and administrative expenses consist primarily of salaries, benefits and stock-based compensation associated with our executive, finance, legal, human resources, information technology, compliance and other administrative personnel. General and administrative expenses also include accounting, auditing and legal professional services fees, travel and other corporate-related expenses, and allocated overhead, as well as acquisition-related expenses, which are primarily related to legal, consulting and other professional services fees. We expect general and administrative expenses will decrease as a percentage of revenues over the long term as we leverage the investments we have made to date.

Non-Operating Income (Expense)

Interest Income. Interest income consists primarily of interest earned on our cash and cash equivalents.

Interest Expense. Interest expense consists primarily of interest related to our financing obligations along with interest expense on borrowings, commitment fees, and amortization of debt issuance costs associated with our secured revolving credit facility.

Other Income (Expense), Net. Other income (expense), net consists primarily of foreign currency gains and losses, the majority of which is due to intercompany transactions denominated in currencies other than the underlying functional currency of the applicable entity.

Income Tax Provision (Benefit). Income tax provision (benefit) consists of federal and state income taxes in the U.S. and income taxes in foreign jurisdictions.

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Results of Operations

The results of operations presented below should be reviewed in conjunction with the financial statements and notes included elsewhere in this Quarterly Report on Form 10-Q. The following tables present our selected unaudited condensed consolidated statements of operations data for three and six months ended July 31, 2023 and 2024 in both dollars and as a percentage of total revenues, except as noted.


	Three Months Ended July 31,				Six Months Ended July 31,
	2023		2024		2023		2024
($ in thousands, except share and per share amounts)
Revenues:
Subscription revenues	$	99,897	$	113,911	$	197,237	$	224,317
Professional services and other revenues	17,339		18,492		33,671		36,173
Total revenues	117,236		132,403		230,908		260,490
Cost of revenues:
Cost of subscription revenues	29,719		33,367		58,876		65,147
Cost of professional services and other revenues	18,328		20,564		35,359		39,964
Total cost of revenues	48,047		53,931		94,235		105,111
Gross profit	69,189		78,472		136,673		155,379
Operating expenses:
Sales and marketing	32,164		31,713		62,105		59,758
Research and development	29,889		34,271		58,084		64,252
General and administrative	21,930		20,394		39,905		42,938
Total operating expenses	83,983		86,378		160,094		166,948
Loss from operations	(14,794)		(7,906)		(23,421)		(11,569)
Non-operating income (expense):
Interest income	835		321		1,372		926
Interest expense	(1,044)		(1,835)		(2,423)		(3,312)
Other income (expense), net	469		150		(313)		(594)
Loss before income taxes	(14,534)		(9,270)		(24,785)		(14,549)
Income tax provision (benefit)	1,545		1,753		2,938		(1,229)
Net loss	(16,079)		(11,023)		(27,723)		(13,320)
Net loss attributable to redeemable non-controlling interest	(268)		(58)		(548)		(223)
Adjustment attributable to redeemable non-controlling interest	73		75		(48)		919
Net loss attributable to nCino, Inc.	$	(15,884)	$	(11,040)	$	(27,127)	$	(14,016)
Net loss per share attributable to nCino, Inc.:
Basic and diluted	$	(0.14)	$	(0.10)	$	(0.24)	$	(0.12)
Weighted average number of common shares outstanding:
Basic and diluted	112,396,716		115,180,130		112,262,527		114,694,001

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The Company recognized stock-based compensation expense as follows: