UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): March 28, 2023
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of | (Commission file number) | (I.R.S. Employer | ||||||||||||||||||
| incorporation) | Identification No.) | |||||||||||||||||||
(Address of Principal Executive Offices, Including Zip Code)
Registrant’s Telephone Number, Including Area Code: (888 ) 676-2466
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
Item 2.02 Results of Operations and Financial Condition.
On March 28, 2023, nCino, Inc. (the “Company”) issued a press release announcing its financial results for its fourth quarter and fiscal year ended January 31, 2023. A copy of the press release is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information in Item 2.02 of this Current Report on Form 8-K and the accompanying Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, regardless of any general incorporation language in such filing, unless expressly incorporated by reference in such filing.
Item 7.01 Regulation FD Disclosure.
On March 28, 2023, the Company posted an investor presentation to its website at www.ncino.com (the “Investor Presentation”). A copy of the Investor Presentation is furnished herewith as Exhibits 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.
The information in Item 7.01 of this Current Report on Form 8-K and the accompanying Exhibit 99.2 shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, regardless of any general incorporation language in such filing, unless expressly incorporated by reference in such filing. By furnishing the information contained in the Investor Presentation, the Company makes no admission as to the materiality of any information in the Investor Presentation that is required to be disclosed solely by reason of Regulation FD.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. | Description | ||||
| 99.1 | |||||
| 99.2 | |||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | ||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| nCino, Inc. | |||||||||||
| Date: March 28, 2023 | By: | /s/ Gregory D. Orenstein | |||||||||
| Gregory D. Orenstein | |||||||||||
| Chief Financial Officer & Treasurer | |||||||||||
Exhibit 99.1
nCino Reports Fourth Quarter and Fiscal Year 2023 Financial Results
Q4 Total Revenues of $109.2M, up 46% year-over-year, Fiscal Year 2023 Total Revenues of $408.3M, up 49% year-over-year;
Q4 Subscription Revenues of $92.8M, up 48% year-over-year, Fiscal Year 2023 Subscription Revenues of $344.8M, up 53% year-over-year;
Company Achieves Second Consecutive Quarter of Positive Non-GAAP Operating Income
WILMINGTON, N.C. – March 28, 2023 – nCino, Inc. (NASDAQ: NCNO), a pioneer in cloud banking and digital transformation solutions for the global financial services industry, today announced financial results for the fourth quarter and fiscal year 2023, ended January 31, 2023.
“We are pleased with our strong fourth quarter financial results, as we once again exceeded top and bottom-line guidance,” said Pierre Naudé, Chairman and Chief Executive Officer of nCino. “While there is uncertainty in the banking industry right now, nCino is in an enviable position due to the visibility and resiliency of our business model, our large, diversified, global customer base, and our single platform which provides financial institutions a 360-degree view of their customers. We are confident in our strategy and our ability to continue driving the next wave of modernization in the financial services industry.”
Fourth Quarter Fiscal 2023 Financial Highlights
•Revenues: Total revenues for the fourth quarter of fiscal 2023 were $109.2 million, a 46% increase from $75.0 million in the fourth quarter of fiscal 2022. Subscription revenues for the fourth quarter were $92.8 million, up from $62.8 million one year ago, an increase of 48%. These revenues include the results of SimpleNexus. Organic subscription revenues, which exclude the revenues of SimpleNexus, were $77.0 million, a 30% increase from the fourth quarter of fiscal 2022.
•Loss from Operations: GAAP loss from operations in the fourth quarter of fiscal 2023 was $(23.3) million compared to $(30.0) million in the same quarter of fiscal 2022. Non-GAAP operating income in the fourth quarter was $1.8 million compared to a loss of $(8.3) million in the fourth quarter of fiscal 2022.
•Net Loss Attributable to nCino: GAAP net loss attributable to nCino, Inc. in the fourth quarter of fiscal 2023 was $(21.2) million compared to $(7.1) million in the fourth quarter of fiscal 2022. Non-GAAP net income attributable to nCino, Inc. in the fourth quarter was $4.4 million compared to a net loss of $(9.3) million in the fourth quarter of fiscal 2022.
•Net Loss Attributable to nCino per Share: GAAP net loss attributable to nCino, Inc. in the fourth quarter of fiscal 2023 was $(0.19) per basic and diluted share compared to $(0.07) per basic and diluted share in the fourth quarter of fiscal 2022. Non-GAAP net income attributable to nCino, Inc. in the fourth quarter was $0.04 per diluted share compared to a net loss of $(0.09) per basic and diluted share in the fourth quarter of fiscal 2022.
•Remaining Performance Obligation: Total Remaining Performance Obligation (RPO) as of January 31, 2023, was $944.1 million, an increase of 3% compared to January 31, 2022. RPO expected to be recognized in the next 24 months was $634.8 million, an increase of 18% from $538.4 million as of January 31, 2022.
•Cash: Cash, cash equivalents, and restricted cash were $87.4 million as of January 31, 2023.
Full Year Fiscal 2023 Financial Highlights
•Revenues: Total revenues for fiscal year 2023 were $408.3 million, a 49% increase from $273.9 million in fiscal year 2022. Subscription revenues for fiscal year 2023 were $344.8 million, up from $224.9 million one year ago, an increase of 53%. These revenues include the results of SimpleNexus. Organic subscription revenues, which exclude the results of SimpleNexus, were $285.0 million, a 29% increase from last fiscal year.
•Loss from Operations: GAAP loss from operations for fiscal year 2023 was $(94.0) million compared to $(71.4) million in fiscal year 2022. Non-GAAP operating loss for fiscal year 2023 was $(2.1) million compared to $(17.6) million last fiscal year.
•Net Loss Attributable to nCino: GAAP net loss attributable to nCino, Inc. for fiscal year 2023 was $(102.7) million compared to $(49.4) million in fiscal year 2022. Non-GAAP net loss attributable to nCino, Inc. for fiscal year 2023 was $(8.0) million compared to $(19.5) million last fiscal year.
•Net Loss Attributable to nCino per Share: GAAP net loss attributable to nCino, Inc. for fiscal year 2023 was $(0.93) per basic and diluted share compared to $(0.51) per basic and diluted share in fiscal year 2022. Non-GAAP net loss attributable to nCino, Inc. for fiscal year 2023 was $(0.07) per basic and diluted share compared to $(0.20) per basic and diluted share last fiscal year.
Recent Business Highlights
•Platform Selected by a $6-billion Community Bank to Modernize Multiple Lines of Business: Johnson Financial Group (JFG) selected the nCino platform for Commercial, Retail, and Small Business Lending, and Deposit Account Opening. JFG will also be using multiple nCino IQ (nIQ®) solutions – AutoSpreading and Commercial Pricing and Profitability – to further harness the advantage of a single platform across the institution.
•Signed New Deals in EMEA: Added one of the largest banks in Ireland as a customer as well as the U.K. division of a $75 billion global bank for commercial lending.
•Largest Commercial Pricing and Profitability Commitment: New nIQ customers included a top-50 U.S. Bank that selected nCino’s Commercial Pricing and Profitability solution to benefit from a tightly integrated view of relationship profitability, representing our largest sale of this offering to date.
•SimpleNexus Signed Three Record Deals: SimpleNexus signed its three largest initial contracts ever in the fourth quarter, two of which were cross-sells into the nCino customer base. The largest new commitment came from the lending arm of a premier home builder.
•Record Go-Live Year Capped with a Top-10 U.S. Bank: nCino Professional Services, along with a strategic SI partner, completed projects to activate two lines of business for a top- 10 U.S. bank.
•Updated Small Business Banking Solution Embraced by PeoplesBank: From qualification to approval, Small Business loans at PeoplesBank are occurring five times faster with nCino Small Business Banking, just one example of the efficiencies brought to PeoplesBank by the nCino platform.
Financial Outlook
nCino is providing guidance for its first quarter ending April 30, 2023, as follows:
•Total revenues between $111.5 million and $113.5 million.
•Subscription revenues between $95.5 million and $97.5 million.
•Non-GAAP operating income between $7.0 million and $9.0 million.
•Non-GAAP net income attributable to nCino, Inc. per diluted share of $0.04 to $0.05.
nCino is providing guidance for its fiscal year 2024 ending January 31, 2024, as follows:
•Total revenues between $476 million and $483 million.
•Subscription revenues between $407 million and $412 million.
•Non-GAAP operating income between $45 million and $50 million.
•Non-GAAP net income attributable to nCino, Inc. per diluted share of $0.36 to $0.40.
Conference Call
nCino will host a conference call at 4:30 p.m. ET today to discuss its financial results and outlook. The conference call will be available via live webcast and replay at the Investor Relations section of nCino’s website: https://investor.ncino.com/news-events/events-and-presentations.
About nCino
nCino (NASDAQ: NCNO) is the worldwide leader in cloud banking. The nCino Bank Operating System® empowers financial institutions with scalable technology to help them achieve revenue growth, greater efficiency, cost savings and regulatory compliance. In a digital-first world, nCino's single cloud-based platform enhances the employee and client experience to enable financial institutions to more effectively onboard clients, make loans and manage the entire loan life cycle, and open deposit and other accounts across lines of business and channels. Transforming how financial institutions operate through innovation, reputation and speed, nCino is partnered with more than 1,850 financial institutions of all types and sizes on a global basis. For more information, visit www.ncino.com.
Forward-Looking Statements:
This press release contains forward-looking statements about nCino's financial and operating results, which include statements regarding nCino’s future performance, outlook, guidance, the assumptions underlying those statements, the benefits from the use of nCino’s solutions, our strategies, and general business conditions. Forward-looking statements generally include actions, events, results, strategies and expectations and are often identifiable by use of the words “believes,” “expects,” “intends,” “anticipates,” “plans,” “seeks,” “estimates,” “projects,” “may,” “will,” “could,” “might,” or “continues” or similar expressions and the negatives thereof. Any forward-looking statements contained in this press release are based upon nCino’s historical performance and its current plans, estimates, and expectations and are not a representation that such plans, estimates, or expectations will be achieved. These forward-looking statements represent nCino’s expectations as of the date of this press release. Subsequent events may cause these expectations to change and, except as may be required by law, nCino does not undertake any obligation to update or revise these forward-looking statements. These forward-looking statements are subject to known and unknown risks and uncertainties that may cause actual results to differ materially including, but not limited to risks associated with (i) adverse changes in the financial services industry, including as a result of customer consolidation or bank failures; (ii) adverse changes in economic, regulatory, or market conditions, including as a direct or indirect consequence of higher interest rates; (iii) risks associated with the acquisition of SimpleNexus, (iv) breaches in our security measures or unauthorized access to our customers’ or their clients' data; (v) the accuracy of management’s assumptions and estimates; (vi) our ability to attract new customers and succeed in having current customers expand their use of our solution; (vii) competitive factors, including pricing pressures, consolidation among competitors, entry of new
competitors, the launch of new products and marketing initiatives by our competitors, and difficulty securing rights to access or integrate with third party products or data used by our customers; (viii) the rate of adoption of our newer solutions and the results of our efforts to sustain or expand the use and adoption of our more established solutions; (ix) fluctuation of our results of operations, which may make period-to-period comparisons less meaningful; (x) our ability to manage our growth effectively including expanding outside of the United States; (xi) adverse changes in our relationship with Salesforce; (xii) our ability to successfully acquire new companies and/or integrate acquisitions into our existing organization, including SimpleNexus; (xiii) the loss of one or more customers, particularly any of our larger customers, or a reduction in the number of users our customers purchase access and use rights for; (xiv) system unavailability, system performance problems, or loss of data due to disruptions or other problems with our computing infrastructure or the infrastructure we rely on that is operated by third parties; (xv) our ability to maintain our corporate culture and attract and retain highly skilled employees; and (xvi) the outcome and impact of legal proceedings and related fees and expenses.
Additional risks and uncertainties that could affect nCino’s business and financial results are included in our reports filed with the U.S. Securities and Exchange Commission (available on our web site at www.ncino.com or the SEC's web site at www.sec.gov). Further information on potential risks that could affect actual results will be included in other filings nCino makes with the SEC from time to time.
nCino, Inc.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
(Unaudited)
| January 31, 2022 | January 31, 2023 | ||||||||||
| Assets | |||||||||||
| Current assets | |||||||||||
| Cash and cash equivalents | $ | 88,014 | $ | 82,036 | |||||||
Accounts receivable, net | 74,528 | 99,497 | |||||||||
| Costs capitalized to obtain revenue contracts, current portion, net | 7,583 | 9,386 | |||||||||
| Prepaid expenses and other current assets | 13,384 | 16,274 | |||||||||
| Total current assets | 183,509 | 207,193 | |||||||||
| Property and equipment, net | 60,677 | 84,442 | |||||||||
| Operating lease right-of-use assets, net | 13,170 | 10,508 | |||||||||
| Costs capitalized to obtain revenue contracts, noncurrent, net | 16,403 | 18,229 | |||||||||
| Goodwill | 841,487 | 839,440 | |||||||||
| Intangible assets, net | 180,122 | 152,825 | |||||||||
| Investments | 4,031 | 6,531 | |||||||||
| Other long-term assets | 1,615 | 8,101 | |||||||||
| Total assets | $ | 1,301,014 | $ | 1,327,269 | |||||||
| Liabilities, redeemable non-controlling interest, and stockholders’ equity | |||||||||||
| Current liabilities | |||||||||||
| Accounts payable | $ | 11,366 | $ | 11,878 | |||||||
| Accrued compensation and benefits | 21,454 | 22,623 | |||||||||
| Accrued expenses and other current liabilities | 14,744 | 10,897 | |||||||||
| Deferred revenue, current portion | 122,643 | 154,871 | |||||||||
| Financing obligations, current portion | 621 | 1,015 | |||||||||
| Operating lease liabilities, current portion | 3,548 | 3,874 | |||||||||
| Total current liabilities | 174,376 | 205,158 | |||||||||
| Operating lease liabilities, noncurrent | 11,198 | 7,282 | |||||||||
| Deferred income taxes, noncurrent | 1,675 | 2,797 | |||||||||
| Deferred revenue, noncurrent | 44 | — | |||||||||
| Revolving credit facility, noncurrent | — | 30,000 | |||||||||
| Financing obligations, noncurrent | 33,478 | 54,365 | |||||||||
| Construction liability, noncurrent | 9,736 | — | |||||||||
| Total liabilities | 230,507 | 299,602 | |||||||||
| Commitments and contingencies | |||||||||||
| Redeemable non-controlling interest | 2,882 | 3,589 | |||||||||
| Stockholders’ equity | |||||||||||
| Common stock | 55 | 56 | |||||||||
| Additional paid-in capital | 1,277,258 | 1,333,669 | |||||||||
| Accumulated other comprehensive income (loss) | (72) | 694 | |||||||||
| Accumulated deficit | (209,616) | (310,341) | |||||||||
| Total stockholders’ equity | 1,067,625 | 1,024,078 | |||||||||
| Total liabilities, redeemable non-controlling interest, and stockholders’ equity | $ | 1,301,014 | $ | 1,327,269 | |||||||
nCino, Inc.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except share and per share data)
(Unaudited)
| Three Months Ended January 31, | Fiscal Year Ended January 31, | ||||||||||||||||||||||
| 2022 | 2023 | 2022 | 2023 | ||||||||||||||||||||
| Revenues | |||||||||||||||||||||||
| Subscription | $ | 62,802 | $ | 92,828 | $ | 224,854 | $ | 344,752 | |||||||||||||||
| Professional services and other | 12,153 | 16,353 | 49,011 | 63,563 | |||||||||||||||||||
| Total revenues | 74,955 | 109,181 | 273,865 | 408,315 | |||||||||||||||||||
| Cost of revenues | |||||||||||||||||||||||
| Subscription | 18,501 | 27,766 | 64,508 | 106,265 | |||||||||||||||||||
| Professional services and other | 12,784 | 17,161 | 46,905 | 63,341 | |||||||||||||||||||
| Total cost of revenues | 31,285 | 44,927 | 111,413 | 169,606 | |||||||||||||||||||
| Gross profit | 43,670 | 64,254 | 162,452 | 238,709 | |||||||||||||||||||
| Gross margin % | 58 | % | 59 | % | 59 | % | 58 | % | |||||||||||||||
| Operating expenses | |||||||||||||||||||||||
| Sales and marketing | 24,674 | 33,395 | 82,901 | 127,669 | |||||||||||||||||||
| Research and development | 23,373 | 33,289 | 79,363 | 121,576 | |||||||||||||||||||
| General and administrative | 25,614 | 20,902 | 71,545 | 83,477 | |||||||||||||||||||
| Total operating expenses | 73,661 | 87,586 | 233,809 | 332,722 | |||||||||||||||||||
| Loss from operations | (29,991) | (23,332) | (71,357) | (94,013) | |||||||||||||||||||
| Non-operating income (expense) | |||||||||||||||||||||||
| Interest income | 21 | 288 | 194 | 403 | |||||||||||||||||||
| Interest expense | (537) | (958) | (1,514) | (2,807) | |||||||||||||||||||
| Other income (expense), net | (952) | 4,142 | (1,277) | (1,356) | |||||||||||||||||||
| Loss before income taxes | (31,459) | (19,860) | (73,954) | (97,773) | |||||||||||||||||||
| Income tax provision (benefit) | (24,863) | 1,912 | (23,833) | 4,071 | |||||||||||||||||||
| Net loss | (6,596) | (21,772) | (50,121) | (101,844) | |||||||||||||||||||
| Net loss attributable to redeemable non-controlling interest | (310) | (211) | (1,569) | (1,119) | |||||||||||||||||||
| Adjustment attributable to redeemable non-controlling interest | 833 | (353) | 894 | 1,995 | |||||||||||||||||||
| Net loss attributable to nCino, Inc. | $ | (7,119) | $ | (21,208) | $ | (49,446) | $ | (102,720) | |||||||||||||||
| Net loss per share attributable to nCino, Inc.: | |||||||||||||||||||||||
| Basic and diluted | $ | (0.07) | $ | (0.19) | $ | (0.51) | $ | (0.93) | |||||||||||||||
| Weighted average number of common shares outstanding: | |||||||||||||||||||||||
| Basic and diluted | 100,319,094 | 111,161,074 | 96,722,464 | 110,615,734 | |||||||||||||||||||
nCino, Inc.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
| Fiscal Year Ended January 31, | |||||||||||
| 2022 | 2023 | ||||||||||
| Cash flows from operating activities | |||||||||||
| Net loss attributable to nCino, Inc. | $ | (49,446) | $ | (102,720) | |||||||
| Net loss and adjustment attributable to redeemable non-controlling interest | (675) | 876 | |||||||||
| Net loss | (50,121) | (101,844) | |||||||||
| Adjustments to reconcile net loss to net cash used in activities: | |||||||||||
| Depreciation and amortization | 10,006 | 34,652 | |||||||||
| Non-cash operating lease costs | 2,534 | 3,840 | |||||||||
| Amortization of costs capitalized to obtain revenue contracts | 5,779 | 8,459 | |||||||||
| Amortization of debt issuance costs | — | 177 | |||||||||
| Stock-based compensation | 28,477 | 50,232 | |||||||||
| Deferred income taxes | (24,280) | 1,627 | |||||||||
| Provision for bad debt | 90 | 806 | |||||||||
| Net foreign currency losses | 1,860 | 1,548 | |||||||||
| Change in operating assets and liabilities: | |||||||||||
| Accounts receivable | (13,507) | (26,795) | |||||||||
| Costs capitalized to obtain revenue contracts | (11,045) | (12,235) | |||||||||
| Prepaid expenses and other assets | (2,503) | (3,433) | |||||||||
| Accounts payable | 8,796 | 35 | |||||||||
| Accounts payable, related parties | (4,363) | — | |||||||||
| Accrued expenses and other current liabilities | 7,311 | (1,210) | |||||||||
| Deferred revenue | 24,317 | 33,527 | |||||||||
| Operating lease liabilities | (2,580) | (4,767) | |||||||||
| Net cash used in operating activities | (19,229) | (15,381) | |||||||||
| Cash flows from investing activities | |||||||||||
| Acquisition of business, net of cash acquired | (268,994) | 676 | |||||||||
| Acquisition of assets | — | (563) | |||||||||
| Purchases of property and equipment | (5,463) | (18,338) | |||||||||
| Purchase of investments | (4,031) | (2,500) | |||||||||
| Net cash used in investing activities | (278,488) | (20,725) | |||||||||
| Cash flows from financing activities | |||||||||||
| Proceeds from borrowings on revolving credit facility | — | 50,000 | |||||||||
| Payments on revolving credit facility | — | (20,000) | |||||||||
| Payments of debt issuance costs | — | (367) | |||||||||
| Stock issuance costs | (210) | — | |||||||||
| Exercise of stock options | 13,907 | 3,750 | |||||||||
| Stock issuance under the employee stock purchase plan | 2,543 | 4,450 | |||||||||
| Principal payments on financing obligations | (318) | (1,121) | |||||||||
| Net cash provided by financing activities | 15,922 | 36,712 | |||||||||
| Effect of foreign currency exchange rate changes on cash, cash equivalents, and restricted cash | (1,231) | (1,587) | |||||||||
| Net decrease in cash, cash equivalents, and restricted cash | (283,026) | (981) | |||||||||
| Cash, cash equivalents, and restricted cash, beginning of period | 371,425 | 88,399 | |||||||||
| Cash, cash equivalents, and restricted cash, end of period | $ | 88,399 | $ | 87,418 | |||||||
| Reconciliation of cash, cash equivalents, and restricted cash, end of period: | |||||||||||
| Cash and cash equivalents | $ | 88,014 | $ | 82,036 | |||||||
| Restricted cash included in other long-term assets | 385 | 5,382 | |||||||||
| Total cash, cash equivalents, and restricted cash, end of period | $ | 88,399 | $ | 87,418 | |||||||
Non-GAAP Financial Measures
In nCino’s public disclosures, nCino has provided non-GAAP measures, which are measurements of financial performance that have not been prepared in accordance with generally accepted accounting principles in the United States, or GAAP. In addition to its GAAP measures, nCino uses these non-GAAP financial measures internally for budgeting and resource allocation purposes and in analyzing our financial results. For the reasons set forth below, nCino believes that excluding the following items provides information that is helpful in understanding our operating results, evaluating our future prospects, comparing our financial results across accounting periods, and comparing our financial results to our peers, many of which provide similar non-GAAP financial measures.
•Amortization of Purchased Intangibles. nCino incurs amortization expense for purchased intangible assets in connection with certain mergers and acquisitions. Because these costs have already been incurred, cannot be recovered, are non-cash, and are affected by the inherent subjective nature of purchase price allocations, nCino excludes these expenses for our internal management reporting processes. nCino’s management also finds it useful to exclude these charges when assessing the appropriate level of various operating expenses and resource allocations when budgeting, planning and forecasting future periods. Although nCino excludes amortization expense for purchased intangibles from these non-GAAP measures, management believes it is important for investors to understand that such intangible assets were recorded as part of purchase accounting and contribute to revenue generation.
•Stock-Based Compensation Expenses. nCino excludes stock-based compensation expenses primarily because they are non-cash expenses that nCino excludes from our internal management reporting processes. nCino’s management also finds it useful to exclude these expenses when they assess the appropriate level of various operating expenses and resource allocations when budgeting, planning and forecasting future periods. Moreover, because of varying available valuation methodologies, subjective assumptions and the variety of award types that companies can use, nCino believes excluding stock-based compensation expenses allows investors to make meaningful comparisons between our recurring core business operating results and those of other companies.
•Acquisition-Related Expenses. nCino excludes expenses related to acquisitions as they limit comparability of operating results with prior periods. We believe these costs are non-recurring in nature and outside the ordinary course of business.
•Litigation Expenses. nCino excludes fees and expenses related to litigation expenses incurred from legal matters outside the ordinary course of our business as we believe their exclusion from non-GAAP operating expenses will facilitate a more meaningful explanation of operating results and comparisons with prior period results.
•Restructuring Costs. nCino excludes costs incurred related to bespoke restructuring plans and other one-time costs that are fundamentally different in strategic nature and frequency from ongoing initiatives. We believe excluding these costs facilitates a more consistent comparison of operating performance over time. Adjustments to stock-based compensation in connection with restructuring events are presented in Stock-Based Compensation Expenses.
•Tax Benefit Related to the SimpleNexus Acquisition. Upon the acquisition of SimpleNexus, nCino reduced the valuation allowance against U.S. deferred tax assets, resulting in a one-time tax benefit recorded in Income tax provision (benefit). We believe that the exclusion of this benefit from our non-GAAP net loss attributable to nCino and non-GAAP net loss attributable to nCino per share provides a more direct comparison to all periods presented.
•Income tax effect on non-GAAP adjustments. The income tax effects are related to the imputed tax impact on the difference between GAAP and non-GAAP costs and expenses.
•Adjustment to Redeemable Non-Controlling Interest. nCino adjusts the value of redeemable non-controlling interest of its joint venture nCino K.K. in accordance with the operating agreement for that entity. nCino believes investors benefit from an understanding of the company’s operating results absent the effect of this adjustment, and for comparability, has reconciled this adjustment for previously reported non-GAAP results.
There are limitations to using non-GAAP financial measures because non-GAAP financial measures are not prepared in accordance with GAAP and may be different from non-GAAP financial measures provided by other companies. The non-GAAP financial measures are limited in value because they exclude certain items that may have a material impact upon our reported financial results. In addition, they are subject to inherent limitations as they reflect the exercise of judgments by nCino’s management about which items are adjusted to calculate its non-GAAP financial measures. nCino compensates for these limitations by analyzing current and future results on a GAAP basis as well as a non-GAAP basis and also by providing GAAP measures in its public disclosures. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information prepared in accordance with GAAP. nCino encourages investors and others to review our financial information in its entirety, not to rely on any single financial measure to evaluate our business, and to view our non-GAAP financial measures in conjunction with the most directly comparable GAAP financial measures. A reconciliation of GAAP to the non-GAAP financial measures has been provided in the tables below.
nCino, Inc.
RECONCILIATION OF GAAP TO NON-GAAP MEASURES
(In thousands, except share and per share data)
(Unaudited)
| Three Months Ended January 31, | Fiscal Year Ended January 31, | ||||||||||||||||||||||
| 2022 | 2023 | 2022 | 2023 | ||||||||||||||||||||
| GAAP total revenues | $ | 74,955 | $ | 109,181 | $ | 273,865 | $ | 408,315 | |||||||||||||||
| GAAP cost of subscription revenues | $ | 18,501 | $ | 27,766 | $ | 64,508 | $ | 106,265 | |||||||||||||||
| Amortization expense - developed technology | (1,427) | (4,252) | (2,604) | (17,019) | |||||||||||||||||||
| Stock-based compensation | (239) | (310) | (960) | (1,430) | |||||||||||||||||||
Restructuring charges1 | — | (4) | — | (4) | |||||||||||||||||||
| Non-GAAP cost of subscription revenues | $ | 16,835 | $ | 23,200 | $ | 60,944 | $ | 87,812 | |||||||||||||||
| GAAP cost of professional services and other revenues | $ | 12,784 | $ | 17,161 | $ | 46,905 | $ | 63,341 | |||||||||||||||
| Amortization expense - other | — | (47) | — | (94) | |||||||||||||||||||
| Stock-based compensation | (1,314) | (1,699) | (5,195) | (7,263) | |||||||||||||||||||
Restructuring charges1 | — | (333) | — | (333) | |||||||||||||||||||
| Non-GAAP cost of professional services and other revenues | $ | 11,470 | $ | 15,082 | $ | 41,710 | $ | 55,651 | |||||||||||||||
| GAAP gross profit | $ | 43,670 | $ | 64,254 | $ | 162,452 | $ | 238,709 | |||||||||||||||
| Amortization expense - developed technology | 1,427 | 4,252 | 2,604 | 17,019 | |||||||||||||||||||
| Amortization expense - other | — | 47 | — | 94 | |||||||||||||||||||
| Stock-based compensation | 1,553 | 2,009 | 6,155 | 8,693 | |||||||||||||||||||
Restructuring charges1 | — | 337 | — | 337 | |||||||||||||||||||
| Non-GAAP gross profit | $ | 46,650 | $ | 70,899 | $ | 171,211 | $ | 264,852 | |||||||||||||||
The following table sets forth reconciling items as a percentage of total revenue for the periods presented.2 | |||||||||||||||||||||||
| GAAP gross margin % | 58 | % | 59 | % | 59 | % | 58 | % | |||||||||||||||
| Amortization expense - developed technology | 2 | 4 | 1 | 4 | |||||||||||||||||||
| Amortization expense - other | — | — | — | — | |||||||||||||||||||
| Stock-based compensation | 2 | 2 | 2 | 2 | |||||||||||||||||||
Restructuring charges1 | — | — | — | — | |||||||||||||||||||
| Non-GAAP gross margin % | 62 | % | 65 | % | 63 | % | 65 | % | |||||||||||||||
| GAAP sales & marketing expense | $ | 24,674 | $ | 33,395 | $ | 82,901 | $ | 127,669 | |||||||||||||||
| Amortization expense - customer relationships | (888) | (2,168) | (2,141) | (8,670) | |||||||||||||||||||
| Amortization expense - trade name | (162) | (604) | (162) | (2,417) | |||||||||||||||||||
| Stock-based compensation | (2,105) | (3,139) | (7,520) | (13,283) | |||||||||||||||||||
Restructuring charges1 | — | (1,333) | — | (1,333) | |||||||||||||||||||
| Non-GAAP sales & marketing expense | $ | 21,519 | $ | 26,151 | $ | 73,078 | $ | 101,966 | |||||||||||||||
| GAAP research & development expense | $ | 23,373 | $ | 33,289 | $ | 79,363 | $ | 121,576 | |||||||||||||||
| Stock-based compensation | (1,606) | (3,145) | (6,186) | (11,602) | |||||||||||||||||||
Restructuring charges1 | — | (2,135) | — | (2,135) | |||||||||||||||||||
| Non-GAAP research & development expense | $ | 21,767 | $ | 28,009 | $ | 73,177 | $ | 107,839 | |||||||||||||||
nCino, Inc.
RECONCILIATION OF GAAP TO NON-GAAP MEASURES
(In thousands, except share and per share data)
(Unaudited)
| Three Months Ended January 31, | Fiscal Year Ended January 31, | ||||||||||||||||||||||
| 2022 | 2023 | 2022 | 2023 | ||||||||||||||||||||
| GAAP general & administrative expense | $ | 25,614 | $ | 20,902 | $ | 71,545 | $ | 83,477 | |||||||||||||||
| Stock-based compensation | (2,664) | (3,463) | (8,616) | (16,654) | |||||||||||||||||||
| Acquisition-related expenses | (9,104) | (206) | (10,006) | (2,276) | |||||||||||||||||||
| Litigation expenses | (2,158) | (1,054) | (10,326) | (6,147) | |||||||||||||||||||
Restructuring charges1 | — | (1,212) | — | (1,212) | |||||||||||||||||||
| Non-GAAP general & administrative expense | $ | 11,688 | $ | 14,967 | $ | 42,597 | $ | 57,188 | |||||||||||||||
| GAAP loss from operations | $ | (29,991) | $ | (23,332) | $ | (71,357) | $ | (94,013) | |||||||||||||||
| Amortization of intangible assets | 2,477 | 7,071 | 4,907 | 28,200 | |||||||||||||||||||
| Stock-based compensation | 7,928 | 11,756 | 28,477 | 50,232 | |||||||||||||||||||
| Acquisition-related expenses | 9,104 | 206 | 10,006 | 2,276 | |||||||||||||||||||
| Litigation expenses | 2,158 | 1,054 | 10,326 | 6,147 | |||||||||||||||||||
Restructuring charges1 | — | 5,017 | — | 5,017 | |||||||||||||||||||
| Non-GAAP operating income (loss) | $ | (8,324) | $ | 1,772 | $ | (17,641) | $ | (2,141) | |||||||||||||||
The following table sets forth reconciling items as a percentage of total revenue for the periods presented.2 | |||||||||||||||||||||||
| GAAP operating margin % | (40) | % | (21) | % | (26) | % | (23) | % | |||||||||||||||
| Amortization of intangible assets | 3 | 6 | 2 | 7 | |||||||||||||||||||
| Stock-based compensation | 11 | 11 | 10 | 12 | |||||||||||||||||||
| Acquisition-related expenses | 12 | — | 4 | 1 | |||||||||||||||||||
| Litigation expenses | 3 | 1 | 4 | 2 | |||||||||||||||||||
Restructuring charges1 | — | 5 | — | 1 | |||||||||||||||||||
| Non-GAAP operating margin % | (11) | % | 2 | % | (6) | % | (1) | % | |||||||||||||||
| GAAP net loss attributable to nCino, Inc. | $ | (7,119) | $ | (21,208) | $ | (49,446) | $ | (102,720) | |||||||||||||||
| Amortization of intangible assets | 2,477 | 7,071 | 4,907 | 28,200 | |||||||||||||||||||
| Stock-based compensation | 7,928 | 11,756 | 28,477 | 50,232 | |||||||||||||||||||
| Acquisition-related expenses | 9,104 | 206 | 10,006 | 2,276 | |||||||||||||||||||
| Litigation expenses | 2,158 | 1,054 | 10,326 | 6,147 | |||||||||||||||||||
Restructuring charges1 | — | 5,017 | — | 5,017 | |||||||||||||||||||
| Tax (benefit) provision related to the SimpleNexus acquisition | (24,646) | 860 | (24,646) | 860 | |||||||||||||||||||
| Income tax effect on non-GAAP adjustments | (3) | (2) | (12) | (14) | |||||||||||||||||||
| Adjustment attributable to redeemable non-controlling interest | 833 | (353) | 894 | 1,995 | |||||||||||||||||||
| Non-GAAP net income (loss) attributable to nCino, Inc. | $ | (9,268) | $ | 4,401 | $ | (19,494) | $ | (8,007) | |||||||||||||||
| Basic and diluted GAAP net loss attributable to nCino, Inc. per share | $ | (0.07) | $ | (0.19) | $ | (0.51) | $ | (0.93) | |||||||||||||||
| Weighted-average shares used to compute basic and diluted GAAP net income (loss) attributable to nCino, Inc. per share | 100,319,094 | 111,161,074 | 96,722,464 | 110,615,734 | |||||||||||||||||||
| Basic non-GAAP net income (loss) attributable to nCino, Inc. per share | $ | (0.09) | $ | 0.04 | $ | (0.20) | $ | (0.07) | |||||||||||||||
| Weighted-average shares used to compute basic non-GAAP net income (loss) attributable to nCino, Inc. per share | 100,319,094 | 111,161,074 | 96,722,464 | 110,615,734 | |||||||||||||||||||
nCino, Inc.
RECONCILIATION OF GAAP TO NON-GAAP MEASURES (CONTINUED)
(In thousands, except share and per share data)
(Unaudited)
| Three Months Ended January 31, | Fiscal Year Ended January 31, | ||||||||||||||||||||||
| 2022 | 2023 | 2022 | 2023 | ||||||||||||||||||||
| Diluted non-GAAP net income (loss) attributable to nCino, Inc. per share | $ | (0.09) | $ | 0.04 | $ | (0.20) | $ | (0.07) | |||||||||||||||
| Weighted-average shares used to compute diluted non-GAAP net income (loss) attributable to nCino, Inc. per share | 100,319,094 | 113,417,769 | 96,722,464 | 110,615,734 | |||||||||||||||||||
| Free cash flow | |||||||||||||||||||||||
| Net cash used in operating activities | $ | (21,052) | $ | (22,020) | $ | (19,229) | $ | (15,381) | |||||||||||||||
| Purchases of property and equipment | (1,823) | (4,449) | (5,463) | (18,338) | |||||||||||||||||||
| Free cash flow | $ | (22,875) | $ | (26,469) | $ | (24,692) | $ | (33,719) | |||||||||||||||
Principal payments on financing obligations3 | (137) | (663) | (318) | (1,121) | |||||||||||||||||||
| Free cash flow less principal payments on financing obligation | $ | (23,012) | $ | (27,132) | $ | (25,010) | $ | (34,840) | |||||||||||||||
1Stock-based compensation benefit related to restructuring is included in Stock-based compensation.
2Columns may not foot due to rounding.
3These amounts represent the non-interest component of payments towards financing obligations for facilities.
CONTACTS
INVESTOR CONTACT
Harrison Masters
nCino
+1 910.734.7743
Harrison.masters@ncino.com
MEDIA CONTACT
Kathryn Cook
nCino
+1 919.691.4206
Kathryn.cook@ncino.com
4Q FY23 Subscription Revenues (includes $16M from SimpleNexus) 4Q FY23 Total Revenues (includes $17M from SimpleNexus) Revenue: $109M Growth Rate: 46% FY2023 Total Revenues (includes $65M from SimpleNexus) Revenue: $408M Growth Rate: 49% FY2023 Subscription Revenues (includes $60M from SimpleNexus) Revenue: $93M Growth Rate: 48% Revenue: $345M Growth Rate: 53% 4Q FY23 Non-GAAP Operating Margin % FY2023 Non-GAAP Operating Margin % Margin %: 2% Margin %: (1%) 4Q FY23 Remaining Performance Obligations RPO: $944M FY2023 Subscription Revenue Retention Rate Retention Rate: 148% < 24 Mos RPO: $635M Organic: 125% Y/Y: +1300 bps Y/Y: +500 bps
Quarterly Revenues ($ in millions) Subscription % of Total 85%84% Overall & Subscription Non-GAAP Gross Margins Overall Subscription Professional Services Subscription Y/Y Growth: 48%
Annual Revenues ($ in millions) Quarterly Subscription Revenues ($ in millions) Subscription Professional Services Subscription % of Total 80% 82% YoY % Growth 84% 66% 70% 56% 43% 47% 37% 32% 40% 55% 57% 55% 48%
Overall Non-GAAP Gross Margin Non-GAAP Subscription Gross Margin
($ in millions)($ in millions) ($ in millions) S&M % of revenues R&D % of revenues G&A % of revenues Non-GAAP General & AdministrativeNon-GAAP Sales & Marketing Non-GAAP Research & Development
NCINO IS PROVIDING GUIDANCE FOR ITS FIRST QUARTER ENDING APRIL 30, 2023 AS FOLLOWS: NCINO IS PROVIDING GUIDANCE FOR ITS FISCAL YEAR 2024 ENDING JANUARY 31, 2024 AS FOLLOWS: TOTAL REVENUES NON-GAAP OPERATING INCOME NON-GAAP NET INCOME ATTRIBUTABLE TO NCINO BETWEEN BETWEEN BETWEEN PER DILUTED SHARE OF $111.5M $113.5MA N D $95.5M $97.5MA N D $7M $9MA N D $0.04 $0.05T O TOTAL REVENUES SUBSCRIPTION REVENUES NON-GAAP OPERATING INCOME NON-GAAP NET INCOME ATTRIBUTABLE TO NCINO BETWEEN BETWEEN BETWEEN PER DILUTED SHARE OF $476M $483MA N D $407M $412MA N D $45M $50MA N D $0.36 $0.40T O SUBSCRIPTION REVENUES
APPENDIX
FY 2013 FY 2014 FY 2015 FY 2016 FY 2017 FY 2018 FY 2019 FY 2020 FY 2021 FY 2022 4.7X 2.0X 2.4X 2.5X 2.0X 1.5X 1.9X 1.3X 1.2X 1.1X NA FY 2023
($ in thousands) Subscription Gross Margin FY 2021 FY 2022 FY 2023 4Q'22 4Q'23 Subscription Revenues $162,439 $224,854 $344,752 $62,802 $92,828 GAAP Subscription Gross Profit 114,470 160,346 238,487 44,301 65,062 (+) Amortization 1,525 2,604 17,019 1,427 4,252 (+) Stock Based Compensation 576 960 1,430 239 310 (+) Restructuring charges -- -- 4 -- 4 Non-GAAP Subscription Gross Profit $116,571 $163,910 $256,940 $45,967 $69,628 Non-GAAP Subscription Gross Margin 72% 73% 75% 73% 75% Professional Services & Other Gross Margin FY 2021 FY 2022 FY 2023 4Q'22 4Q'23 Professional Services & Other Revenues $41,854 $49,011 $63,563 $12,153 $16,353 GAAP Professional Services Gross Profit 1,688 2,106 222 (631) (808) (+) Amortization -- -- 94 -- 47 (+) Stock Based Compensation 4,232 5,195 7,263 1,314 1,699 (+) Restructuring charges -- -- 333 -- 333 Non-GAAP Professional Services Gross Profit $5,920 $7,301 $7,912 $683 $1,271 Non-GAAP Professional Services Gross Margin 14% 15% 12% 6% 8% Overall Gross Margin FY 2021 FY 2022 FY 2023 4Q'22 4Q'23 Total Revenues $204,293 $273,865 $408,315 $74,955 $109,181 GAAP Gross Profit 116,158 162,452 238,709 43,670 64,254 (+) Amortization 1,525 2,604 17,113 1,427 4,299 (+) Stock Based Compensation 4,808 6,155 8,693 1,553 2,009 (+) Restructuring charges -- -- 337 -- 337 Non-GAAP Gross Profit $122,491 $171,211 $264,852 $46,650 $70,899 Non-GAAP Gross Margin 60% 63% 65% 62% 65%
($ in thousands) S&M Expense FY 2021 FY 2022 FY 2023 4Q'22 4Q'23 GAAP S&M $59,731 $82,901 $127,669 $24,674 $33,395 (-) Amortization 1,670 2,303 11,087 1,050 2,772 (-) Stock Based Compensation 6,190 7,520 13,283 2,105 3,139 (-) Restructuring charges -- -- 1,333 -- 1,333 Non-GAAP S&M $51,871 $73,078 $101,966 $21,519 $26,151 % of Revenues 25% 27% 25% 29% 24% R&D Expense FY 2021 FY 2022 FY 2023 4Q'22 4Q'23 GAAP R&D $58,263 $79,363 $121,576 $23,373 $33,289 (-) Stock Based Compensation 5,463 6,186 11,602 1,606 3,145 (-) Restructuring charges -- -- 2,135 -- 2,135 Non-GAAP R&D $52,800 $73,177 $107,839 $21,767 $28,009 % of Revenues 26% 27% 26% 29% 26% G&A Expense FY 2021 FY 2022 FY 2023 4Q'22 4Q'23 GAAP G&A $40,772 $71,545 $83,477 $25,614 $20,902 (-) Amortization 10 -- -- -- -- (-) Stock Based Compensation 8,747 8,616 16,654 2,664 3,463 (-) Acquisition-related expenses -- 10,006 2,276 9,104 206 (-) Litigation expenses -- 10,326 6,147 2,158 1,054 (-) Restructuring charges -- -- 1,212 -- 1,212 Non-GAAP G&A $32,015 $42,597 $57,188 $11,688 $14,967 % of Revenues 16% 16% 14% 16% 14% Non-GAAP Operating Income/(Loss) FY 2021 FY 2022 FY 2023 4Q'22 4Q'23 GAAP Operating Income ($42,608) ($71,357) (94,013) ($29,991) ($23,332) (+) Amortization of Acquired Intangibles 3,205 4,907 28,200 2,477 7,071 (+) Stock Based Compensation 25,208 28,477 50,232 7,928 11,756 (+) Acquisition-related expenses -- 10,006 2,276 9,104 206 (+) Litigation expenses -- 10,326 6,147 2,158 1,054 (+) Restructuring charges -- -- 5,017 -- 5,017 Non-GAAP Operating Income/(Loss) ($14,195) ($17,641) ($2,141) ($8,324) $1,772 Non-GAAP Operating Income Margin (7%) (6%) (1%) (11%) 2%
($ in thousands) Non-GAAP Net Income/(Loss) Attributable to nCino FY 2021 FY 2022 FY 2023 4Q'22 4Q'23 GAAP Net Loss Attributable to nCino ($40,536) ($49,446) ($102,720) ($7,119) ($21,208) (+) Amortization of Acquired Intangibles 3,205 4,907 28,200 2,477 7,071 (+) Stock Based Compensation 25,208 28,477 50,232 7,928 11,756 (+) Acquisition-related expenses -- 10,006 2,276 9,104 206 (+) Litigation expenses -- 10,326 6,147 2,158 1,054 (+) Restructuring charges -- -- 5,017 -- 5,017 (-/+) Tax (benefit) related to SimpleNexus acquisition -- (24,646) 860 (24,646) 860 (-) Income tax effect on non-GAAP adjustments -- (12) (14) (3) (2) (+) Adjustment attributable to redeemable non-controlling interest 396 894 1,995 833 (353) Non-GAAP Net Income/(Loss) Attributable to nCino ($11,727) ($19,494) ($8,007) ($9,268) $4,401 87,678,323 96,722,464 110,615,734 100,319,094 111,161,074 Non-GAAP Net Income/(Loss) Attributable to nCino per Share, basic ($0.13) ($0.20) ($0.07) ($0.09) $0.04 87,678,323 96,722,464 110,615,734 100,319,094 113,417,769 Non-GAAP Net Income/(Loss) Attributable to nCino per Share, diluted ($0.13) ($0.20) ($0.07) ($0.09) $0.04 Free Cash Flow FY 2021 FY 2022 FY 2023 4Q'22 4Q'23 GAAP Cash Flow From Operations $9,222 ($19,229) ($15,381) ($21,052) ($22,020) (-) Purchases of property and equipment (4,338) (5,463) (18,338) (1,823) (4,449) Free Cash Flow $4,884 ($24,692) ($33,719) ($22,875) ($26,469) (-) Principal payments on financing obligation1 (37) (318) (1,121) (137) (663) Free Cash Flow less principal payments on financing obligations $4,847 ($25,010) ($34,840) ($23,012) ($27,132) 1These amounts represent the non-interest component of payments towards financing obligations for facilities. Weighted-average shares used to compute non-GAAP net income/loss per share, basic Weighted-average shares used to compute non-GAAP net income/loss per share, diluted